Each Lender as of the Closing Date represents and warrants as of the Closing Date to the Administrative Agent, the Arrangers and their respective Affiliates, and not, for the avoidance of doubt, for the benefit of the Borrowers or any other Credit Party, that (1) such Lender is not and will not be (a) an employee benefit plan subject to Title I of ERISA, or (b) a plan or account subject to Section 4975 of the Code; (2) the assets of such Lender do not constitute “plan assets”  within the meaning of Section 3(42) of ERISA; or (3) such Lender is not a “governmental plan” within the meaning of Section 3(32) of ERISA..