Common use of ERISA Certification Clause in Contracts

ERISA Certification. (i) For each Borrower that provided a certificate of a Responsible Officer pursuant to Section 6.1(n)(ii) or Section 6.3(i)(ii), prior to admitting one or more ERISA Investors which would result in twenty-five percent (25%) of the total value of any class of equity interests in such Borrower being held by “benefit plan investors” within the meaning of Section 3(42) of ERISA, such Borrower shall deliver an Operating Company Opinion, addressed to the Secured Parties, reasonably acceptable to the Administrative Agent and its counsel, regarding the status of such Borrower as an Operating Company (or a copy of such Borrower’s Operating Company Opinion, reasonably acceptable to the Administrative Agent and its counsel, together with a Reliance Letter with respect thereto); (ii) With respect to each Borrower, for so long as there is any ERISA Investor in such Borrower, as applicable, such Borrower shall provide to the Administrative Agent, no later than thirty (30) days prior to the end of the applicable Annual Valuation Period in the case of clause (1) below or thirty (30) days after the end of such Borrower’s fiscal year in the case of clause (2) below, an Officer’s Certificate signed by a Responsible Officer of such Borrower that (1) such Borrower has remained and still is an Operating Company or (2) the underlying assets of such Borrower do not constitute Plan Assets because less than twenty-five percent (25%) of the total value of each class of equity interests in such Borrower is held by “benefit plan investors” within the meaning of Section 3(42) of ERISA.

ERISA Certification. (i) For each If such Borrower that provided a certificate of a Responsible Officer pursuant to Section 6.1(n)(ii), Section 6.3(k)(ii) or Section 6.3(i)(ii6.4(g)(ii), prior to admitting one or more ERISA Investors which would result in twenty-five percent (25%) or more of the total value of any class of equity interests in such Borrower being held by “benefit plan investors” within the meaning of Section 3(42) of ERISA, such Borrower shall deliver an Operating Company Opinion, a written opinion of counsel addressed to the Secured Parties, reasonably acceptable to the Administrative Agent and its counsel, regarding the status of such Borrower as an Operating Company (or a copy of such Borrower’s Operating Company Opinionopinion addressed to the Investors, reasonably acceptable to the Administrative Agent and its counsel, together with a Reliance Letter reliance letter with respect thereto, addressed to the Secured Parties); ; and (ii) With with respect to each such Borrower, for so long as there is it has any ERISA Investor in such BorrowerInvestors, as applicable, such Borrower it shall provide to the Administrative Agent, no later than thirty sixty (3060) days prior to after the end first day of the applicable each Annual Valuation Period in the case of clause (1) below or thirty (30) days after the end of such Borrower’s its fiscal year in the case of clause (2) below, an Officer’s Certificate a certificate signed by a Responsible Officer of such Borrower that (1) such Borrower has remained and still is an Operating Company or (2) the underlying assets of such Borrower do not constitute Plan Assets because less than twenty-five percent (25%) of the total value of each class of equity interests in such Borrower is held by “benefit plan investors” within the meaning of Section 3(42) of ERISA.

ERISA Certification. (i) For each Borrower that provided a certificate of a Responsible Officer pursuant to Section 6.1(n)(ii) or Section 6.3(i)(ii), prior to admitting one or more ERISA Investors which would result in twenty-five percent (25%) of the total value of any class of equity interests in such Borrower being held by “benefit plan investors” within the meaning of Section 3(42) of ERISA, such Borrower shall deliver an Operating Company Opinion, addressed to the Secured Parties, reasonably acceptable to the Administrative Agent and its counsel, regarding the status of such Borrower as an Operating Company (or a copy of such Borrower’s Operating Company Opinion, reasonably acceptable to the Administrative Agent and its counsel, together with a Reliance Letter with respect thereto); (ii) With respect to each Borrower, for so long as there is any ERISA Investor in such Borrower, as applicable, such Borrower shall provide to the Administrative Agent, no later than thirty (30) days prior to the end of the applicable Annual Valuation Period in the case of clause (1) below or thirty (30) days after the end of such Borrower’s fiscal year in the case of clause (2) below, an Officer’s Certificate signed by a Responsible Officer of such Borrower that (1) such Borrower has remained and still is an Operating Company or (2) the underlying assets of such Borrower do not constitute Plan Assets because less than twenty-five percent (25%) of the total value of each class of equity interests in such Borrower is held by “benefit plan investors” within the meaning of Section 3(42) of ERISA.

ERISA Certification. (i) For each Borrower that provided a certificate of a Responsible Officer pursuant to Section 6.1(n)(ii7.01(l)(ii) or Section 6.3(i)(ii)of this Credit Agreement, prior to admitting one or more ERISA Investors which would result in twenty-five percent (25%) % of the total value of any class of equity interests in such Borrower being held by “benefit plan investors” within the meaning of Section 3(42) of ERISA, such Borrower shall deliver an Operating Company Opinion, a favorable written opinion of counsel to such Borrower addressed to the Secured Parties, reasonably acceptable to the Administrative Agent and its counsel, regarding the status of such Borrower as an Operating Company (or a copy of such Borrower’s Operating Company Opinionopinion addressed to the Investors, reasonably acceptable to the Administrative Agent and its counsel, together with a Reliance Letter reliance letter with respect thereto, addressed to the Secured Parties); ; and (ii) With with respect to each other Borrower, for so long as there is any ERISA Investor in such Borrower, as applicableLoan Party, such Borrower Loan Party shall provide to the Administrative Agent, no later than thirty ninety (3090) days prior to after the end first day of the applicable each Annual Valuation Period in the case of clause (1) below or thirty (30) days after the end of such Borrower’s fiscal year in the case of clause (2) below, an Officer’s Certificate a certificate signed by a Responsible Officer of such Borrower that (1) such Borrower has remained and still is an Operating Company or (2) the underlying assets of such Borrower do not constitute Plan Assets because less than twenty-five percent (25%) % of the total value of each class of equity interests in such Borrower is held by “benefit plan investors” within the meaning of Section 3(42) of ERISA.;

ERISA Certification. (i) For each If such Borrower that provided a certificate of a Responsible Officer pursuant to Section 6.1(n)(ii), Section 6.3(k)(ii) or Section 6.3(i)(ii6.4(g)(ii), prior to admitting one or more ERISA Investors which would result in twenty-five percent (25%) or more of the total value of any class of equity interests in such Borrower being held by “benefit plan investors” within the meaning of Section 3(42) of ERISA, such Borrower shall deliver an Operating Company Opinion, either (x) a written opinion of counsel addressed to the Secured Parties, reasonably acceptable to the Administrative Agent and its counsel, regarding the status of such Borrower as an Operating Company (or a copy of such Borrower’s Operating Company Opinionopinion addressed to the Investors, reasonably acceptable to the Administrative Agent and its counsel, together with a Reliance Letter reliance letter with respect thereto, addressed to the Secured Parties); , or (y) an Adviser QPAM Agreement with respect to such Borrower; and (ii) With with respect to each BorrowerBorrower with respect to which an Adviser QPAM Agreement is not in full force and effect, for so long as there is it has any ERISA Investor in such BorrowerInvestors, as applicable, such Borrower it shall provide to the Administrative Agent, no later than thirty sixty (3060) days prior to after the end first day of the applicable each Annual Valuation Period in the case of clause (1) below or thirty (30) days after the end of such Borrower’s its fiscal year in the case of clause (2) below, an Officer’s Certificate a certificate signed by a Responsible Officer of such Borrower that (1) such Borrower has remained and still is an Operating Company or (2) the underlying assets of such Borrower do not constitute Plan Assets because less than twenty-five percent (25%) of the total value of each class of equity interests in such Borrower is held by “benefit plan investors” within the meaning of Section 3(42) of ERISA.

ERISA Certification. (i) For each Borrower that provided a certificate of a Responsible Officer pursuant to Section 6.1(n)(ii) or Section 6.3(i)(ii), prior to admitting one or more ERISA Investors which would result in twenty-five percent (25%) of the total value of any class of equity interests in such Borrower being held by “benefit plan investors” within the meaning of Section 3(42) of ERISA, such Borrower shall deliver an Operating Company Opinion, addressed to the Secured Parties, reasonably acceptable to the Administrative Agent and its counsel, regarding the status of such Borrower as an Operating Company (or a copy of such BorrowerXxxxxxxx’s Operating Company Opinion, reasonably acceptable to the Administrative Agent and its counsel, together with a Reliance Letter with respect thereto); (ii) With respect to each Borrower, for so long as there is any ERISA Investor in such Borrower, as applicable, such Borrower shall provide to the Administrative Agent, no later than thirty (30) days prior to the end of the applicable Annual Valuation Period in the case of clause (1) below or thirty (30) days after the end of such BorrowerXxxxxxxx’s fiscal year in the case of clause (2) below, an Officer’s Certificate signed by a Responsible Officer of such Borrower that (1) such Borrower has remained and still is an Operating Company or (2) the underlying assets of such Borrower do not constitute Plan Assets because less than twenty-five percent (25%) of the total value of each class of equity interests in such Borrower is held by “benefit plan investors” within the meaning of Section 3(42) of ERISA.

ERISA Certification. (i) For each Borrower that provided a certificate of a Responsible Officer pursuant to Section 6.1(n)(ii) or Section 6.3(i)(ii6.3(j)(ii), prior to admitting one or more ERISA Investors which would result in twenty-five percent (25%) of the total value of any class of equity interests in such Borrower being held by “benefit plan investors” within the meaning of Section 3(42) of ERISA, such Borrower shall deliver an Operating Company Opinion, addressed to the Secured Parties, reasonably acceptable to the Administrative Agent and its counsel, regarding the status of such Borrower as an Operating Company (or a copy of such Borrower’s Operating Company Opinion, reasonably acceptable to the Administrative Agent and its counsel, together with a Reliance Letter with respect thereto); (ii) With respect to each Borrower, for so long as there is any ERISA Investor in such Borrower, as applicable, such Borrower shall provide to the Administrative Agent, no later than thirty (30) days prior to the end of the applicable Annual Valuation Period in the case of clause (1) below or thirty (30) days after the end of such Borrower’s fiscal year in the case of clause (2) below, an Officerofficer’s Certificate certificate signed by a Responsible Officer of such Borrower that (1) such Borrower has remained and still is an Operating Company or (2) the underlying assets of such Borrower do not constitute Plan Assets because less than twenty-five percent (25%) of the total value of each class of equity interests in such Borrower is held by “benefit plan investors” within the meaning of Section 3(42) of ERISA.