Common use of ERISA Opinion and/or Certification Clause in Contracts

ERISA Opinion and/or Certification. An Operating Company Opinion relating to the each Qualified Borrower that is substantially in a form reasonably acceptable to the Administrative Agent (or, with respect to a previously issued Operating Company Opinion, a reliance letter that is substantially in a form reasonably acceptable to the Administrative Agent from the issuer of such opinion providing that the Administrative Agent and the Lenders are permitted to rely on such opinion as if addressed to them) or a certification from a Responsible Officer of such Qualified Borrower, in a form reasonably acceptable to the Administrative Agent, that the underlying assets of such Qualified Borrower do not constitute Plan Assets because less than 25% of the total value of each class of equity interests in such Qualified Borrower is held by “benefit plan investors” within the meaning of the Plan Assets Regulation in lieu of providing an Operating Company Opinion;