Common use of Lender Representation Clause in Contracts

Lender Representation. Each Lender (x) represents and warrants, as of the date it became a Lender party hereto, and (y) covenants, from the date it became a Lender party hereto to the date it ceases being a Lender party hereto, for the benefit of, Agent and not, for the avoidance of doubt, to or for the benefit of Obligors, that at least one of the following is and will be true: (a) Lender is not using "plan assets" (within the meaning of ERISA Section 3(42) or otherwise) of one or more benefit plans with respect to Xxxxxx's entrance into, participation in, administration of and performance of the Loans, Letters of Credit, Commitments or Credit Documents; (b) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to Lender's entrance into, participation in, administration of and performance of the Loans, Letters of Credit, Commitments and Credit Documents; (c) (i) Lender is an investment fund managed by a "Qualified Professional Asset Manager" (within the meaning of Part VI of PTE 84-14), (ii) such Qualified Professional Asset Manager made the investment decision on behalf of Lender to enter into, participate in, administer and perform the Loans, Letters of Credit, Commitments and Credit Documents, (iii) the entrance into, participation in, administration of and performance of the Loans, Letters of Credit, Commitments and Credit Documents satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14, and (iv) to the best knowledge of Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to Lender's entrance into, participation in, administration of and performance of the Loans, Letters of Credit, Commitments and Credit Documents; or (d) such other representation, warranty and covenant as may be agreed in writing between Agent, in its discretion, and Xxxxxx.

Lender Representation. (a) Each Lender (x) represents and warrants, as of the date it such Person became a Lender party hereto, to, and (y) covenants, from the date it such Person became a Lender party hereto to the date it such Person ceases being a Lender party hereto, for the benefit of, Agent the Administrative Agent, the Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of Obligorsthe Borrower or any other Loan Party, that at least one of the following is and will be true: (ai) such Lender is not using "“plan assets" ” (within the meaning of ERISA 29 CFR § 2510.3-101, as modified by Section 3(42) or otherwiseof ERISA) of one or more benefit plans Benefit Plans in connection with respect to Xxxxxx's entrance into, participation in, administration of and performance of the Loans, the Letters of CreditCredit or the Commitments, Commitments or Credit Documents; (bii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-91- 38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender's ’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and Credit Documents; this Agreement, (ciii) (iA) such Lender is an investment fund managed by a "“Qualified Professional Asset Manager" ” (within the meaning of Part VI of PTE 84-14), (iiB) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Loans, the Letters of Credit, the Commitments and Credit Documentsthis Agreement, (iiiC) the entrance into, participation in, administration of and performance of the Loans, Letters of Credit, Commitments and Credit Documents satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14, and (iv) to the best knowledge of Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to Lender's entrance into, participation in, administration of and performance of the Loans, Letters of Credit, Commitments and Credit Documents; or (d) such other representation, warranty and covenant as may be agreed in writing between Agent, in its discretion, and Xxxxxx.Exhibit 10.1

Lender Representation. Each Lender (x) represents and warrants, as of the date it became a Lender party hereto, and (y) covenants, from the date it became a Lender party hereto to the date it ceases being a Lender party hereto, for the benefit of, Agent and not, for the avoidance of doubt, to or for the benefit of Obligors, that at least one of the following is and will be true: (a) Lender is not using "“plan assets" ” (within the meaning of ERISA Section 3(42) or otherwise) of one or more benefit plans with respect to Xxxxxx's Lender’s entrance into, participation in, administration of and performance of the Loans, Letters of Credit, Commitments or Credit Documents; (b) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to Lender's ’s entrance into, participation in, administration of and performance of the Loans, Letters of Credit, Commitments and Credit Documents; (c) (i) Lender is an investment fund managed by a "“Qualified Professional Asset Manager" ” (within the meaning of Part VI of PTE 84-14), (ii) such Qualified Professional Asset Manager made the investment decision on behalf of Lender to enter into, participate in, administer and perform the Loans, Letters of Credit, Commitments and Credit Documents, (iii) the entrance into, participation in, administration of and performance of the Loans, Letters of Credit, Commitments and Credit Documents satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14, and (iv) to the best knowledge of Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to Lender's ’s entrance into, participation in, administration of and performance of the Loans, Letters of Credit, Commitments and Credit Documents; or (d) such other representation, warranty and covenant as may be agreed in writing between Agent, in its discretion, and XxxxxxLender.

Lender Representation. (a) Each Lender (x) represents and warrants, as of the date it such Person became a Lender party hereto, to, and (y) covenants, from the date it such Person became a Lender party hereto to the date it such Person ceases being a Lender party hereto, for the benefit of, Agent the Administrative Agent, and each Lead Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of Obligorsthe Borrower or any other Loan Party, that at least one of the following is and will be true: (ai) such Lender is not using "“plan assets" ” (within the meaning of ERISA Section 3(42) of ERISA or otherwise) of one or more benefit plans Benefit Plans with respect to Xxxxxx's such Lender’s entrance into, participation in, administration of and performance of the LoansLoan, Letters of Credit, the Term Commitments or Credit Documents; this Agreement, (bii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender's ’s entrance into, participation in, administration of and performance of the Loans, Letters of Credit, the Term Commitments and Credit Documents; this Agreement, (ciii) (iA) such Lender is an investment fund managed by a "“Qualified Professional Asset Manager" ” (within the meaning of Part VI of PTE 84-14), (iiB) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Loans, Letters of Credit, the Term Commitments and Credit Documentsthis Agreement, (iiiC) the entrance into, participation in, administration of and performance of the Loans, Letters of Credit, the Term Commitments and Credit Documents this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14, 14 and (ivD) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to Lender's such Xxxxxx’s entrance into, participation in, administration of and performance of the Loans, Letters of Credit, the Term Commitments and Credit Documents; this Agreement, or (div) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and Xxxxxx.such Lender. -162- #95982248v17