Common use of ERISA Status Clause in Contracts

ERISA Status. With respect to such additional Borrower, either (i) a favorable written opinion of counsel to such additional Borrower, addressed to Administrative Agent, reasonably acceptable to Administrative Agent and its counsel, regarding such additional Borrower’s status as an Operating Company (or a copy of such opinion addressed to certain or all of the Investors or another Borrower, reasonably acceptable to Administrative Agent and its counsel, together with a reliance letter with respect thereto, addressed to Administrative Agent); (ii) a certificate, addressed to Administrative Agent, signed by a Responsible Officer of such additional Borrower, stating that the underlying assets of such additional 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 additional Borrower is held by “benefit plan investors” within the meaning of Section 3(42) of ERISA; or (iii) a certificate, addressed to the Administrative Agent, signed by a Responsible Officer of such additional Borrower after consultation with nationally recognized ERISA counsel, that the underlying assets of such additional Borrower do not constitute Plan Assets because the equity interests issued by such additional Borrower, in which a “benefit plan investor” within the meaning of Section 3(42) of ERISA has an interest, are “publicly offered securities” within the meaning of the Plan Asset Regulations;

ERISA Status. With respect to such additional each Initial Borrower, either (i) a favorable written opinion of counsel to such additional each Initial Borrower, addressed to Administrative Agent, reasonably acceptable to Administrative Agent and its counsel, regarding such additional Borrower’s the status of each Initial Borrower as an Operating Company (or a copy of such opinion addressed to certain or all of the Investors or another of each Initial Borrower, reasonably acceptable to Administrative Agent and its counsel, together with a reliance letter with respect thereto, addressed to Administrative Agent); (ii) a certificate, addressed to Administrative Agent, signed by a Responsible Officer of such additional the Initial Borrower, stating that the underlying assets of such additional Initial 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 additional Initial Borrower is held by “benefit plan investors” within the meaning of Section 3(42) of ERISA; or (iii) a certificate, addressed to the Administrative Agent, signed by a Responsible Officer of such additional the Initial Borrower after consultation with nationally recognized ERISA counsel, that the underlying assets of such additional Initial Borrower do not constitute Plan Assets because the equity interests issued by such additional Initial Borrower, in which a “benefit plan investor” within the meaning of Section 3(42) of ERISA has an interest, are “publicly offered securities” within the meaning of the Plan Asset Regulations;

ERISA Status. With respect to the initial advance to such additional BorrowerBorrower Applicant only if any equity interest in such Borrower Applicant is held by any “benefit plan investor” within the meaning of Section 3(42) of ERISA, either (i) a favorable written opinion of counsel to such additional BorrowerBorrower Applicant, addressed to Administrative Agentthe Secured Parties, reasonably acceptable to the Administrative Agent and its counsel, regarding the status of such additional Borrower’s status Borrower Applicant as an Operating Company (or a copy of such opinion addressed to certain or all of the Investors or another BorrowerInvestors, reasonably acceptable to the Administrative Agent and its counsel, together with a reliance letter with respect thereto, addressed to Administrative Agent); the Secured Parties) or (ii) a certificate, addressed to Administrative Agentthe Secured Parties, signed by a Responsible Officer of such additional BorrowerBorrower Applicant that, stating that based on the Investors’ representations in the Subscription Agreements and to the actual knowledge of the Specified Persons, the underlying assets of such additional Borrower Applicant do not constitute Plan Assets because less than twenty-five percent (25%) % of the total value of each class of equity interests in such additional Borrower Applicant is held by “benefit plan investors” within the meaning of Section 3(42) of ERISA; or (iii) a certificate, addressed to the Administrative Agent, signed by a Responsible Officer of such additional Borrower after consultation with nationally recognized ERISA counsel, that the underlying assets of such additional Borrower do not constitute Plan Assets because the equity interests issued by such additional Borrower, in which a “benefit plan investor” within the meaning of Section 3(42) of ERISA has an interest, are “publicly offered securities” within the meaning of the Plan Asset Regulations;

ERISA Status. With respect to such additional Borrower, either (i) a favorable written opinion of counsel to such additional Borrower, addressed to Administrative Agent, reasonably acceptable to Administrative Agent and its counsel, regarding such additional Borrower’s status as an Operating Company (or a copy of such opinion addressed to certain or all of the Investors or another Borrower, reasonably acceptable to Administrative Agent and its counsel, together with a reliance letter with respect thereto, addressed to Administrative Agent); or (ii) a certificate, addressed to Administrative Agent, signed by a Responsible Officer of such additional Borrower, stating that the underlying assets of such additional 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 additional Borrower is held by “benefit plan investors” within the meaning of Section 3(42) of ERISA; or (iii) a certificate, addressed to the Administrative Agent, signed by a Responsible Officer of such additional Borrower after consultation with nationally recognized ERISA counsel, that the underlying assets of such additional Borrower do not constitute Plan Assets because the equity interests issued by such additional Borrower, in which a “benefit plan investor” within the meaning of Section 3(42) of ERISA has an interest, are “publicly offered securities” within the meaning of the Plan Asset Regulations;

ERISA Status. With respect to such additional Borrowera Borrower only, either (i) a favorable written opinion of counsel to such additional Borrower, Xxxxxxxx addressed to Administrative Agentthe Secured Parties, reasonably acceptable to the Administrative Agent and its counsel, regarding the status of such additional Borrower’s status Borrower as an Operating Company (or a copy of such opinion addressed to certain or all of the Investors or another BorrowerInvestors, reasonably acceptable to the Administrative Agent and its counsel, together with a reliance letter with respect thereto, addressed to Administrative Agentthe Secured Parties); (ii) a certificate, addressed to Administrative Agentthe Secured Parties, signed by a Responsible Officer of such additional BorrowerXxxxxxxx, stating that the underlying assets of such additional 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 additional Borrower is held by “benefit plan investors” within the meaning of Section 3(42) of ERISA; or (iii) a certificate, addressed to the Administrative Agent, signed by a Responsible Officer of such additional Borrower after consultation with nationally recognized ERISA counsel, that the underlying assets of such additional Borrower do not constitute Plan Assets because the equity interests issued by such additional Borrower, in which a “benefit plan investor” within the meaning of Section 3(42) of ERISA has an interest, are “publicly offered securities” within the meaning of the Plan Asset Regulations;

ERISA Status. With respect to any such additional Qualified Borrower, either : (i) a favorable written opinion of counsel to such additional Qualified Borrower, addressed to Administrative Agentthe Secured Parties, reasonably acceptable to the Administrative Agent and its counsel, regarding the status of such additional Borrower’s status Qualified Borrower as an Operating Company (or a copy of such opinion addressed to certain or all of the Investors or another BorrowerInvestors, reasonably acceptable to the Administrative Agent and its counsel, together with a reliance letter with respect thereto, addressed to Administrative Agentthe Secured Parties); (ii) a certificate, addressed to Administrative Agentthe Secured Parties, signed by a Responsible Officer of such additional Qualified Borrower, stating that the underlying assets of such additional Qualified 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 additional Qualified Borrower is held by “benefit plan investors” within the meaning of Section 3(42) of ERISA; or (iii) a certificate, addressed to the Administrative Agent, signed by a Responsible Officer of such additional Qualified Borrower after consultation with nationally recognized ERISA counsel, that the underlying assets of such additional Qualified Borrower do not constitute Plan Assets because the equity interests issued by such additional Qualified Borrower, in which a “benefit plan investor” within the meaning of Section 3(42) of ERISA has an interest, are “publicly offered securities” within the meaning of the Plan Asset Regulations;; and

ERISA Status. With respect to such additional the Initial Borrower, either (i) a favorable written opinion of counsel to such additional of the Initial Borrower, addressed to the Administrative Agent, reasonably acceptable to the Administrative Agent and its counsel, regarding such additional Borrower’s the status of the Initial Borrower as an Operating Company (or a copy of such opinion addressed to certain or all of the Investors or another BorrowerInvestors, reasonably acceptable to the Administrative Agent and its counsel, together with a reliance letter with respect thereto, addressed to the Administrative Agent); (ii) a certificate, addressed to the Administrative Agent, signed by a Responsible Officer of such additional the Initial Borrower, stating that the underlying assets of such additional the Initial 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 additional the Initial Borrower is held by “benefit plan investors” within the meaning of Section 3(42) of ERISA; or (iii) a certificate, addressed to the Administrative Agent, signed by a Responsible Officer of such additional the Initial Borrower after consultation with nationally recognized ERISA counsel, that the underlying assets of such additional the Initial Borrower do not constitute Plan Assets because the equity interests issued by such additional the Initial Borrower, in which a “benefit plan investor” within the meaning of Section 3(42) of ERISA has an interest, are “publicly offered securities” within the meaning of the Plan Asset Regulations;

ERISA Status. With respect to such additional each Initial Borrower, either (i) a favorable written opinion of counsel to such additional each Initial Borrower, addressed to Administrative Agent, reasonably acceptable to Administrative Agent and its counsel, regarding such additional Borrower’s the status of each Initial Borrower as an Operating Company (or a copy of such opinion addressed to certain or all of the Investors or another of each Initial Borrower, reasonably acceptable to Administrative Agent and its counsel, together with a reliance letter with respect thereto, addressed to Administrative Agent); or (ii) a certificate, addressed to Administrative Agent, signed by a Responsible Officer of such additional the each Initial Borrower, stating that the underlying assets of such additional eachsuch Initial 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 additional eachsuch Initial Borrower is held by “benefit plan investors” within the meaning of Section 3(42) of ERISA; or andor (iii) a certificate, addressed to the Administrative Agent, signed by a Responsible Officer of such additional the Initial Borrower after consultation with nationally recognized ERISA counsel, that the underlying assets of such additional Initial Borrower do not constitute Plan Assets because the equity interests issued by such additional Initial Borrower, in which a “benefit plan investor” within the meaning of Section 3(42) of ERISA has an interest, are “publicly offered securities” within the meaning of the Plan Asset Regulations;