Common use of ERISA Certification Clause in Contracts

ERISA Certification. (i) 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 a Borrower being held by “benefit plan investors” within the meaning of Section 3(42) of ERISA, such Borrower shall deliver a favorable written opinion of counsel addressed to Lenders and reasonably acceptable to Administrative Agent, regarding the status of such Borrower as an Operating Company (or a copy of such opinion addressed to 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); and (ii) with respect to each Borrower, no later than sixty (60) days after the first day of each “annual valuation period” (as defined in the Plan Asset Regulations) of such Borrower in the case of clause (1) below or thirty (30) days after the end of such Xxxxxxxx’s fiscal year in the case of clause (2) below, 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) 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 a Borrower being held by “benefit plan investors” within the meaning of Section 3(42) of ERISA, such Borrower shall deliver a favorable written opinion of counsel addressed to Lenders and reasonably acceptable to Administrative Agent, regarding the status of such Borrower as an Operating Company (or a copy of such opinion addressed to 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); and (ii) with respect to each Borrower, no later than sixty (60) days after the first day of each “annual valuation period” (as defined in the Plan Asset Regulations) of such Borrower in the case of clause (1) below or thirty (30) days after the end of such XxxxxxxxBorrower’s fiscal year in the case of clause (2) below, 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) Prior If such Borrower provided a certificate of a Responsible Officer pursuant to Section 6.1(n)(ii), Section 6.3(k)(ii) or Section 6.4(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 a such Borrower being held by “benefit plan investors” within the meaning of Section 3(42) of ERISA, such Borrower shall deliver either (x) a favorable written opinion of counsel addressed to Lenders and the Secured Parties, reasonably acceptable to the Administrative AgentAgent and its counsel, regarding the status of such Borrower as an Operating Company (or a copy of such opinion addressed to 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), or (y) an Adviser QPAM Agreement with respect to such Borrower; and (ii) with respect to each BorrowerBorrower with respect to which an Adviser QPAM Agreement is not in full force and effect, for so long as it has any ERISA Investors, it shall provide to the Administrative Agent, no later than sixty (60) days after the first day of each “annual valuation period” (as defined in the Plan Asset Regulations) of such Borrower Annual Valuation Period in the case of clause (1) below or thirty (30) days after the end of such Xxxxxxxx’s its fiscal year in the case of clause (2) below, 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) Prior For each Borrower that provided a certificate of a Responsible Officer pursuant to Section 6.1(o) and Section 6.3(k), prior to admitting one or more ERISA Investors which that would result in twenty-five percent (25%) or more of the total value of any class of equity interests in a such Borrower being held by “benefit plan investors” within (calculated in accordance with the meaning of Section 3(42) of ERISAPlan Asset Regulations), such Borrower shall deliver to the Administrative Agent a favorable written opinion of counsel addressed to Lenders and such Bxxxxxxx, reasonably acceptable to the Administrative AgentAgent and its counsel, regarding the status of such Borrower as an Operating Company (or a copy of such opinion addressed to the Investors or another BorrowerInvestors, reasonably acceptable to the Administrative Agent and its counsel) (and, together with a reliance letter for the avoidance of doubt, such opinion may rely, inter alia, upon one or more certificates of the Borrower as to the exercise of management rights with respect theretoto one or more investments, addressed a description of such Borrower’s investments and with respect to Administrative Agentany other relevant matters); and (ii) with respect to each other Borrower, for so long as there is any ERISA Investor in such Borrower, such Borrower shall provide to the Administrative Agent, no later than sixty (60) days after the first day of each “annual valuation period” (as defined in the Plan Asset Regulations) of such Borrower Annual Valuation Period in the case of clause (1) below or thirty (30) days after the end of such XxxxxxxxBorrower’s fiscal year in the case of clause (2) below, 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 (calculated in accordance with the meaning of Section 3(42) of ERISAPlan Asset Regulations).