Common use of ERISA Status Clause in Contracts

ERISA Status. With respect to each Initial Borrower, either (i) a favorable written opinion of counsel to each Initial Borrower, addressed to Administrative Agent, reasonably acceptable to Administrative Agent and its counsel, regarding the status of each Initial Borrower as an Operating Company (or a copy of such opinion addressed to the Investors 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 the Initial Borrower, that the underlying assets of such 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 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 the Initial Borrower after consultation with nationally recognized ERISA counsel, that the underlying assets of such Initial Borrower do not constitute Plan Assets because the equity interests issued by such 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 each Initial such additional Borrower, either (i) a favorable written opinion of counsel to each Initial such additional Borrower, addressed to Administrative Agent, reasonably acceptable to Administrative Agent and its counsel, regarding the such additional Borrower’s status of each Initial Borrower as an Operating Company (or a copy of such opinion addressed to certain or all of the Investors of each Initial 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 the Initial such additional Borrower, stating that the underlying assets of such Initial 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 Initial 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 the Initial such additional Borrower after consultation with nationally recognized ERISA counsel, that the underlying assets of such Initial additional Borrower do not constitute Plan Assets because the equity interests issued by such Initial 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 each Initial such additional Borrower, either (i) a favorable written opinion of counsel to each Initial such additional Borrower, addressed to Administrative Agent, reasonably acceptable to Administrative Agent and its counsel, regarding the such additional Borrower’s status of each Initial Borrower as an Operating Company (or a copy of such opinion addressed to certain or all of the Investors of each Initial 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 the Initial such additional Borrower, stating that the underlying assets of such Initial 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 Initial 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 the Initial such additional Borrower after consultation with nationally recognized ERISA counsel, that the underlying assets of such Initial additional Borrower do not constitute Plan Assets because the equity interests issued by such Initial 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 each Initial Borrower, either (i) a favorable written opinion of counsel to each Initial Borrower, addressed to Administrative Agent, reasonably acceptable to Administrative Agent and its counsel, regarding the status of each Initial Borrower as an Operating Company (or a copy of such opinion addressed to the Investors 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 the each Initial Borrower, that the underlying assets of such 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 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 the Initial Borrower after consultation with nationally recognized ERISA counsel, that the underlying assets of such Initial Borrower do not constitute Plan Assets because the equity interests issued by such 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 each Initial Borrowerthe initial advance to such Borrower 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 each Initial Borrowersuch Borrower Applicant, addressed to Administrative Agentthe Secured Parties, reasonably acceptable to the Administrative Agent and its counsel, regarding the status of each Initial such Borrower Applicant as an Operating Company (or a copy of such opinion addressed to the Investors of each Initial 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 Borrower Applicant that, based on the Initial BorrowerInvestors’ representations in the Subscription Agreements and to the actual knowledge of the Specified Persons, that the underlying assets of such Initial 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 Initial 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 the Initial Borrower after consultation with nationally recognized ERISA counsel, that the underlying assets of such Initial Borrower do not constitute Plan Assets because the equity interests issued by such 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;