Lender’s Representation and Warranty. Each Lender represents and warrants as to itself on the Closing Date, and as to itself at all times until the Termination Date that no part of the assets to be used by such Lender to purchase the Loans or Notes constitutes assets of an “employee benefit plan” as defined in Section 3(3) of ERISA, which is subject to Title I of ERISA, a “plan” as defined in Section 4975 of the Code which is subject to Section 4975 of the Code, an entity whose underlying assets include “plan assets” by reason of any such employee benefit plan’s or plan’s investment in such entity, or a governmental, church or non-U.S. plan which is subject to any federal, state, local or non-U.S. law that is similar to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code.
Lender’s Representation and Warranty. The Lender represents and warrants to each Borrower and Guarantor that it has the authority to enter into this Agreement and the execution and delivery of this Agreement and all other Credit Documents and the obligations of Lender hereunder and under all Credit Documents has been approved and all necessary consents and approvals required have been received as of the date hereof. The execution, delivery and performance by the Lender hereunder and under the other Credit Documents to which it is a party (a) do not and will not conflict with or result in a violation of any provision of law or any order, write, rule or regulation of any court or governmental agency or instrumentality binding upon or applicable to it or its organizational documents, and (b) do not and will not conflict with, result in a violation of, or constitute a default under, any material agreement, mortgage, indenture or instrument to which it is a party or by which it is bound.
Lender’s Representation and Warranty. The Lender represents and warrants to the Borrowers that the making of Advances under this Agreement by its Offshore Banking Unit will not have any adverse Tax consequences for the Borrowers.
