Common use of Employee Benefit Plans Clause in Contracts

Employee Benefit Plans. Except as could not reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect, (i) each Employee Benefit Plan and Foreign Pension Plan (and each related trust, insurance contract or fund) has been documented, funded and administered in compliance with all applicable Laws, including, without limitation, ERISA and the Code; (ii) the sponsor or adopting employer of each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Code has received or timely applied for a favorable determination letter, or is entitled to rely on a favorable opinion letter, as applicable, from the IRS indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter or opinion letter which would cause such Employee Benefit Plan to lose its qualified status; (iii) no liability to the PBGC (other than required premium payments), the IRS, any Employee Benefit Plan or any Trust established under Title IV of ERISA has been or is expected to be incurred by any ERISA Party (other than contributions made to an Employee Benefit Plan or such Trust or expenses paid on their behalf, in each case in the ordinary course); (iv) no ERISA Event has occurred or is reasonably expected to occur; (v) the present value of the aggregate benefit liabilities under each Pension Plan (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan) did not exceed the aggregate current value of the assets of such Pension Plan; (vi) no ERISA Party is in “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan; (vii) no ERISA Party has incurred any obligation in connection with the termination of, or withdrawal from, any Foreign Pension Plan; and (viii) the present value of the accrued benefit liabilities (whether or not vested) under each Foreign Pension Plan, determined as of the end of Holdings’ and the Borrowers’ most recently ended Fiscal Year for which audited financial statements are available on the basis of the actuarial assumptions described in Holdings’ audited financial statements for such Fiscal Year, did not exceed the aggregate of (A) the current value of the assets of such Foreign Pension Plan allocable to such benefit liabilities and (B) the amount then reserved on Holdings’ consolidated balance sheet in respect of such liabilities (and such amount reserved on Holdings’ consolidated balance sheet does not constitute a material liability to Holdings and its Restricted Subsidiaries taken as a whole).

Employee Benefit Plans. Except as could not reasonably be expected to result, either individually or in the aggregate, in have a Material Adverse Effect, (ia) Borrower, each Employee Benefit Plan and Foreign Pension Plan (of its Subsidiaries and each related trust, insurance contract or fund) has been documented, funded and administered of their respective ERISA Affiliates are in compliance with all applicable Laws, including, without limitation, provisions and requirements of ERISA and the Code; Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, (iib) the sponsor or adopting employer of each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received or timely applied for a favorable determination letter, or is entitled to rely on a favorable opinion letter, as applicable, letter from the IRS Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and and, to the knowledge of Borrower, nothing has occurred subsequent to the issuance of such determination letter or opinion letter which would cause such Employee Benefit Plan to lose its qualified status; , (iiic) no liability to the PBGC (other than required premium payments), the IRSInternal Revenue Service, any Employee Benefit Plan or any Trust trust established under Title IV of ERISA has been or is expected to be incurred by Borrower, any of its Subsidiaries or any of their ERISA Party Affiliates, (other than contributions made to an Employee Benefit Plan or such Trust or expenses paid on their behalf, in each case in the ordinary course); (ivd) no ERISA Event has occurred or is reasonably expected to occur; occur and (ve) except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by Borrower, any of its Subsidiaries or any of their ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan) ), did not exceed the then-current aggregate current value of the assets of such Pension Plan; Plan by more than $150,000,000. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of Borrower, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (viwithin the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) no of ERISA, is not more than $150,000,000. Except as could not reasonably be expected to have a Material Adverse Effect, Borrower, each of its Subsidiaries and each of their ERISA Party is Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan; (vii) no ERISA Party has incurred any obligation in connection with the termination of, or withdrawal from, any Foreign Pension Plan; and (viii) the present value of the accrued benefit liabilities (whether or not vested) under each Foreign Pension Plan, determined as of the end of Holdings’ and the Borrowers’ most recently ended Fiscal Year for which audited financial statements are available on the basis of the actuarial assumptions described in Holdings’ audited financial statements for such Fiscal Year, did not exceed the aggregate of (A) the current value of the assets of such Foreign Pension Plan allocable to such benefit liabilities and (B) the amount then reserved on Holdings’ consolidated balance sheet in respect of such liabilities (and such amount reserved on Holdings’ consolidated balance sheet does not constitute a material liability to Holdings and its Restricted Subsidiaries taken as a whole).

Employee Benefit Plans. Except as could not reasonably be expected to resultBorrower, either individually or in each of the aggregate, in a Material Adverse Effect, (i) each Employee Benefit Plan and Foreign Pension Plan (Guarantors and each related trust, insurance contract or fund) has been documented, funded and administered of their respective ERISA Affiliates are in material compliance with all applicable Laws, including, without limitation, provisions and requirements of ERISA and the Code; (ii) Internal Revenue Code and the sponsor or adopting employer of regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their material obligations under each Employee Benefit Plan. Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received or timely applied for a favorable determination letter, or is entitled to rely on a favorable opinion letter, as applicable, letter from the IRS Internal Revenue Service indicating that such Employee Benefit Plan is so qualified or is comprised of a master or prototype plan that has received a favorable opinion letter from the Internal Revenue Service and nothing has occurred subsequent to the issuance of such determination letter or opinion letter which would cause such Employee Benefit Plan to lose its qualified status; (iii) no . No material liability to the PBGC (other than required premium payments), the IRSInternal Revenue Service, any Employee Benefit Plan or any Trust trust established under Title IV of ERISA has been or is expected to be incurred by Borrower, any of the Guarantors or any of their ERISA Party (other than contributions made to an Employee Benefit Plan or such Trust or expenses paid on their behalf, in each case in the ordinary course); (iv) no Affiliates. No ERISA Event has occurred or is reasonably expected to occur; . Except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (vthrough the purchase of insurance or otherwise) for any retired or former employee of Borrower or any of the Guarantors. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by Borrower, any of the Guarantors or any of their ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan) ), did not exceed the aggregate current value of the assets of such Pension Plan; . As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of Borrower, the Guarantors and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (viwithin the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) no of ERISA Party is zero. Borrower, each of the Guarantors and each of their ERISA Affiliates have materially complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan; (vii) no ERISA Party has incurred any obligation in connection with the termination of, or withdrawal from, any Foreign Pension Plan; and (viii) the present value of the accrued benefit liabilities (whether or not vested) under each Foreign Pension Plan, determined as of the end of Holdings’ and the Borrowers’ most recently ended Fiscal Year for which audited financial statements are available on the basis of the actuarial assumptions described in Holdings’ audited financial statements for such Fiscal Year, did not exceed the aggregate of (A) the current value of the assets of such Foreign Pension Plan allocable to such benefit liabilities and (B) the amount then reserved on Holdings’ consolidated balance sheet in respect of such liabilities (and such amount reserved on Holdings’ consolidated balance sheet does not constitute a material liability to Holdings and its Restricted Subsidiaries taken as a whole).

Employee Benefit Plans. Except as could not reasonably be expected Each Loan Party, each of its Subsidiaries and each of their respective ERISA Affiliates are in compliance in all material respects with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to result, either individually or in the aggregate, in a Material Adverse Effect, (i) each Employee Benefit Plan Plan, and Foreign Pension Plan (and have performed all their obligations under each related trust, insurance contract or fund) has been documented, funded and administered in compliance with all applicable Laws, including, without limitation, ERISA and the Code; (ii) the sponsor or adopting employer of each Employee Benefit Plan. Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received or timely applied for a favorable determination letter, or is entitled to rely on a favorable opinion letter, as applicable, letter from the IRS Internal Revenue Service indicating that such Employee Benefit Plan is so qualified qualified, or is maintained pursuant to a volume submitter or prototype document that is subject to a favorable advisory or opinion letter from the Internal Revenue Service, and nothing has occurred subsequent to the issuance of such determination letter determination, advisory or opinion letter letter, as the case may be, which would cause such Employee Benefit Plan to lose its qualified status; (iii) no . No liability to the PBGC (other than required premium payments), the IRSInternal Revenue Service, any Employee Benefit Plan (other than in the ordinary course) or any Trust trust established under Title IV of ERISA has been or is expected to be incurred by any Loan Party, any of its Subsidiaries or any of their respective ERISA Party (other than contributions made Affiliates with respect to an any Employee Benefit Plan or such Trust or expenses paid on their behalf, in each case in the ordinary course); (iv) no Plan. No ERISA Event has occurred or is reasonably expected to occur; . Except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (vthrough the purchase of insurance or otherwise) the for any retired or former employee of any Loan Party, any of its Subsidiaries or any of their respective ERISA Affiliates. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by any Loan Party, any of its Subsidiaries or any of their respective ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan) did not exceed the aggregate current fair market value of the assets of such Pension Plan; . As of the most recent valuation date for each Multiemployer Plan, the potential liability of any Loan Party, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (vi) no within the meaning of Section 4203 or Section 4205 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, is zero. Each Loan Party, each of its Subsidiaries and each of their ERISA Party is Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan; (vii) no ERISA Party has incurred any obligation in connection with the termination of, or withdrawal from, any Foreign Pension Plan; and (viii) the present value of the accrued benefit liabilities (whether or not vested) under each Foreign Pension Plan, determined as of the end of Holdings’ and the Borrowers’ most recently ended Fiscal Year for which audited financial statements are available on the basis of the actuarial assumptions described in Holdings’ audited financial statements for such Fiscal Year, did not exceed the aggregate of (A) the current value of the assets of such Foreign Pension Plan allocable to such benefit liabilities and (B) the amount then reserved on Holdings’ consolidated balance sheet in respect of such liabilities (and such amount reserved on Holdings’ consolidated balance sheet does not constitute a material liability to Holdings and its Restricted Subsidiaries taken as a whole).

Employee Benefit Plans. Except as could not reasonably be expected Each Loan Party and each of its ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to resulteach Employee Benefit Plan and have performed all their obligations under each Employee Benefit Plan except, either in each case, where failure to do so, individually or in the aggregate, in could not be reasonably expected to have a Material Adverse Effect, (i) each Employee Benefit Plan and Foreign Pension Plan (and each related trust, insurance contract or fund) has been documented, funded and administered in compliance with all applicable Laws, including, without limitation, ERISA and the Code; (ii) the sponsor or adopting employer of each . Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received or timely applied for a favorable determination letter, or is entitled to rely on a favorable opinion letter, as applicable, letter from the IRS Internal Revenue Service indicating that such Employee Benefit Plan is so qualified qualified, and nothing has occurred subsequent to the issuance of such determination letter or opinion letter which would cause such Employee Benefit Plan to lose its qualified status; (iii) no . No liability to the PBGC (other than required premium payments), the IRSInternal Revenue Service, any Employee Benefit Plan or any Trust trust established under Title IV of ERISA has been or is expected to be incurred by any Loan Party or any of its ERISA Party (other than contributions made to an Employee Benefit Plan or such Trust or expenses paid on their behalfAffiliates, except, in each case case, for a liability or liabilities that could not, individually or in the ordinary course); (iv) no aggregate, be reasonably expected to have a Material Adverse Effect. No ERISA Event has occurred or is reasonably expected to occur; . Except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (vthrough the purchase of insurance or otherwise) the for any retired or former employee of any Loan Party or any of its ERISA Affiliates. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained, or contributed to by any Loan Party or any of its ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan) ), did not exceed the aggregate current value of the assets of such Pension Plan; . As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of any Loan Party and its ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (viwithin the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) no of ERISA is zero. Each Loan Party is and each of its ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan; (vii) no ERISA Party has incurred any obligation in connection with the termination of, or withdrawal from, any Foreign Pension Plan; and (viii) the present value of the accrued benefit liabilities (whether or not vested) under each Foreign Pension Plan, determined as of the end of Holdings’ and the Borrowers’ most recently ended Fiscal Year for which audited financial statements are available on the basis of the actuarial assumptions described in Holdings’ audited financial statements for such Fiscal Year, did not exceed the aggregate of (A) the current value of the assets of such Foreign Pension Plan allocable to such benefit liabilities and (B) the amount then reserved on Holdings’ consolidated balance sheet in respect of such liabilities (and such amount reserved on Holdings’ consolidated balance sheet does not constitute a material liability to Holdings and its Restricted Subsidiaries taken as a whole).

Employee Benefit Plans. Except as could not reasonably be expected Holdings, each of its Subsidiaries and each of their respective ERISA Affiliates are in material compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to resulteach Employee Benefit Plan, either individually or in the aggregate, in a Material Adverse Effect, (i) and have performed all their obligations under each Employee Benefit Plan and Foreign Pension Plan (and each related trust, insurance contract or fund) has been documented, funded and administered in compliance with all applicable Laws, including, without limitation, ERISA and the Code; (ii) the sponsor or adopting employer of each material respects. Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received or timely applied for a favorable determination letter, or is entitled to rely on a favorable opinion letter, as applicable, letter from the IRS Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter or opinion letter which reasonably would be expected to cause such Employee Benefit Plan to lose its qualified status; (iii) no . No liability to the PBGC (other than required premium payments), the IRSInternal Revenue Service, any Employee Benefit Plan or any Trust trust established under Title IV of ERISA has been or reasonably is expected to be incurred by Holdings, any of its Subsidiaries or any of their ERISA Party Affiliates. Except as set forth in Schedule 4.19 (other than contributions made to an Employee Benefit Plan and except for changes in matters identified in Schedule 4.19 that are not, individually or such Trust or expenses paid on their behalf, in each case in the ordinary courseaggregate, material); (iv) , no ERISA Event has occurred or is reasonably expected to occur; . Except as set forth in Schedule 4.19, and except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (vthrough the purchase of insurance or otherwise) for any retired or former employee of Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates. Except as set forth in Schedule 4.19 (and except for changes in matters identified in Schedule 4.19 that are not, individually or in the aggregate, material), the present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by Holdings, any of its Subsidiaries or any of their ERISA Affiliates, (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan) ), did not exceed the aggregate current value of the assets of such Pension Plan; (vi) no . Neither Holdings, its Subsidiaries nor their respective ERISA Party Affiliates maintains, contributes to or is in “default” (as defined in Section 4219(c)(5) of ERISA) with respect required to payments contribute to a any Multiemployer Plan; (vii) no ERISA Party has incurred any obligation in connection with the termination of, or withdrawal from, any Foreign Pension Plan; and (viii) the present value of the accrued benefit liabilities (whether or not vested) under each Foreign Pension Plan, determined as of the end of Holdings’ and the Borrowers’ most recently ended Fiscal Year for which audited financial statements are available on the basis of the actuarial assumptions described in Holdings’ audited financial statements for such Fiscal Year, did not exceed the aggregate of (A) the current value of the assets of such Foreign Pension Plan allocable to such benefit liabilities and (B) the amount then reserved on Holdings’ consolidated balance sheet in respect of such liabilities (and such amount reserved on Holdings’ consolidated balance sheet does not constitute a material liability to Holdings and its Restricted Subsidiaries taken as a whole).

Employee Benefit Plans. Except as could not reasonably be expected to resultCompany, either individually or in the aggregate, in a Material Adverse Effect, (i) each Employee Benefit Plan and Foreign Pension Plan (of its Subsidiaries and each related trust, insurance contract or fund) has been documented, funded and administered of their respective ERISA Affiliates are in compliance with all applicable Laws, including, without limitation, provisions and requirements of ERISA and the Code; (ii) Internal Revenue Code and the sponsor or adopting employer of regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan. Each Employee Benefit Plan which that is intended to qualify under Section 401(a) of the Internal Revenue Code has received or timely applied for a favorable determination letter, or is entitled to rely on a favorable opinion letter, as applicable, letter from the IRS Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter or opinion letter which that would cause such Employee Benefit Plan to lose its qualified status; (iii) no . No liability to the PBGC (other than required premium payments), the IRSInternal Revenue Service, any Employee Benefit Plan or any Trust trust established under Title IV of ERISA has been or is expected to be incurred by Company, any of its Subsidiaries or any of their ERISA Party (other than contributions made to an Employee Benefit Plan or such Trust or expenses paid on their behalf, in each case in the ordinary course); (iv) no Affiliates. No ERISA Event has occurred or is reasonably expected to occur; . Except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (vthrough the purchase of insurance or otherwise) the for any retired or former employee of Company, any of its Subsidiaries or any of their respective ERISA Affiliates. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by Company, any of its Subsidiaries or any of their ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan) ), did not exceed the aggregate current value of the assets of such Pension Plan; . As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of Company, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (viwithin the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) no of ERISA Party is zero. Company, each of its Subsidiaries and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan; (vii) no ERISA Party has incurred any obligation in connection with the termination of, or withdrawal from, any Foreign Pension Plan; and (viii) the present value of the accrued benefit liabilities (whether or not vested) under each Foreign Pension Plan, determined as of the end of Holdings’ and the Borrowers’ most recently ended Fiscal Year for which audited financial statements are available on the basis of the actuarial assumptions described in Holdings’ audited financial statements for such Fiscal Year, did not exceed the aggregate of (A) the current value of the assets of such Foreign Pension Plan allocable to such benefit liabilities and (B) the amount then reserved on Holdings’ consolidated balance sheet in respect of such liabilities (and such amount reserved on Holdings’ consolidated balance sheet does not constitute a material liability to Holdings and its Restricted Subsidiaries taken as a whole).

Employee Benefit Plans. Except as could not reasonably be expected Holdings, each of its Subsidiaries and each of their respective ERISA Affiliates are in compliance in all material respects with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to result, either individually or in the aggregate, in a Material Adverse Effect, (i) each Employee Benefit Plan Plan, and Foreign Pension Plan (and have performed in all material respects all their obligations under each related trust, insurance contract or fund) has been documented, funded and administered in compliance with all applicable Laws, including, without limitation, ERISA and the Code; (ii) the sponsor or adopting employer of each Employee Benefit Plan. Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received or timely applied for a favorable determination letter, or is entitled to rely on a favorable opinion letter, as applicable, letter from the IRS Internal Revenue Service indicating that such Employee Benefit Plan is so qualified or is maintained pursuant to a prototype or volume submitter plan for which it relies on the IRS opinion or advisory letter and to the knowledge of Holdings and its Subsidiaries nothing has occurred subsequent to the issuance of such determination letter or opinion letter which would cause such Employee Benefit Plan to lose its qualified status; (iii) no . No liability to the PBGC (other than required premium payments), the IRS, any Employee Benefit Plan or any Trust established under Title IV of ERISA has been or is expected to be incurred by Holdings, any of its Subsidiaries or any of their respective ERISA Party (other than contributions made Affiliates with respect to an any Employee Benefit Plan or such Trust or expenses paid on their behalf, in each case in the ordinary course); (iv) no Plan. No ERISA Event has occurred or is reasonably expected to occur; occur that could reasonably be expected to have a Material Adverse Effect. Except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no liability exists under any Employee Benefit Plan that provides health or welfare benefits (vthrough the purchase of insurance or otherwise) the for any retired or former employee of Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates except for liabilities that could not reasonably be expected to have a Material Adverse Effect. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan) did not exceed the aggregate current fair market value of the assets of such Pension Plan except when such excess could not reasonably be expected to have a Material Adverse Effect. As of the most recent valuation date for each Multiemployer Plan; , the potential liability of Holdings, its Subsidiaries and their respective ERISA Affiliates for a complete or partial withdrawal from such Multiemployer Plan (vi) no within the meaning of Section 4203 or Section 4205 of ERISA), when aggregated with such potential liability for a complete or partial withdrawal from all Multiemployer Plans could not reasonably be expected to result in a Material Adverse Effect. Except for instances of non-compliance or default which could not reasonably be expected to result in a Material Adverse Effect, Holdings, each of its Subsidiaries and each of their ERISA Party is Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan; (vii) no ERISA Party has incurred any obligation in connection with the termination of, or withdrawal from, any Foreign Pension Plan; and (viii) the present value of the accrued benefit liabilities (whether or not vested) under each Foreign Pension Plan, determined as of the end of Holdings’ and the Borrowers’ most recently ended Fiscal Year for which audited financial statements are available on the basis of the actuarial assumptions described in Holdings’ audited financial statements for such Fiscal Year, did not exceed the aggregate of (A) the current value of the assets of such Foreign Pension Plan allocable to such benefit liabilities and (B) the amount then reserved on Holdings’ consolidated balance sheet in respect of such liabilities (and such amount reserved on Holdings’ consolidated balance sheet does not constitute a material liability to Holdings and its Restricted Subsidiaries taken as a whole).

Employee Benefit Plans. Except as could Neither the Borrower nor any of its Restricted Subsidiaries or any ERISA Affiliate thereof maintains, sponsors, or participates in, contributes to or has any obligation, whether actual or contingent, to any Multiemployer Plans. The Borrower and each of its Restricted Subsidiaries are in material compliance with all applicable provisions and requirements of applicable law, including ERISA and the Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their material obligations under each Employee Benefit Plan, in each case, except to the extent such non-performance would not reasonably be expected to result, either individually or result in liabilities to the aggregate, Loan Parties in a Material Adverse Effect, (i) each Employee Benefit Plan and Foreign Pension Plan (and each related trust, insurance contract or fund) has been documented, funded and administered in compliance with all applicable Laws, including, without limitation, ERISA and the Code; (ii) the sponsor or adopting employer excess of each $30.0 million. Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Code has received or timely applied for a favorable determination letter, or is entitled to rely on a favorable opinion letter, as applicable, letter from the IRS Internal Revenue Service indicating that such Employee Benefit Plan is so qualified (or may rely on a determination letter issued to the sponsor of a master or prototype plan) and, to the knowledge of the Borrower and each of its Restricted Subsidiaries, nothing has occurred subsequent to the issuance of such determination letter or opinion letter which would cause such Employee Benefit Plan to lose its qualified status; (iii) no liability to the PBGC (other than required premium payments), the IRS, any Employee Benefit Plan or any Trust established under Title IV of ERISA has been or is expected to be incurred by any ERISA Party (other than contributions made to an Employee Benefit Plan or such Trust or expenses paid on their behalf, in each case in the ordinary course); (iv) no . No ERISA Event has occurred or is reasonably expected to occur; (v) the present value , which would reasonably be expected to cause a liability of the aggregate benefit liabilities under each Pension Plan (determined as Borrower or any of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan) did not exceed the aggregate current value of the assets of such Pension Plan; (vi) no ERISA Party is in “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan; (vii) no ERISA Party has incurred any obligation in connection with the termination of, or withdrawal from, any Foreign Pension Plan; and (viii) the present value of the accrued benefit liabilities (whether or not vested) under each Foreign Pension Plan, determined as of the end of Holdings’ and the Borrowers’ most recently ended Fiscal Year for which audited financial statements are available on the basis of the actuarial assumptions described in Holdings’ audited financial statements for such Fiscal Year, did not exceed the aggregate of (A) the current value of the assets of such Foreign Pension Plan allocable to such benefit liabilities and (B) the amount then reserved on Holdings’ consolidated balance sheet in respect of such liabilities (and such amount reserved on Holdings’ consolidated balance sheet does not constitute a material liability to Holdings and its Restricted Subsidiaries taken in excess of $30.0 million. Except to the extent (i) set forth on Schedule 3.21, (ii) required under Section 4980B of the Code or similar state laws or (iii) as would not reasonably be expected to have a whole)Material Adverse Effect, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of the Borrower any of its Restricted Subsidiaries or any of their respective ERISA Affiliates.

Employee Benefit Plans. Except as could not reasonably be expected to resultCompany, either individually or in the aggregate, in a Material Adverse Effect, (i) each Employee Benefit Plan and Foreign Pension Plan (of its Subsidiaries and each related trust, insurance contract or fund) has been documented, funded and administered of their respective ERISA Affiliates are in compliance with all applicable Laws, including, without limitation, provisions and requirements of ERISA and the Code; (ii) Internal Revenue Code and the sponsor or adopting employer of regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan. Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received or timely applied for a favorable determination letter, or is entitled to rely on a favorable opinion letter, as applicable, letter from the IRS Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter or opinion letter which would cause such Employee Benefit Plan to lose its qualified status; (iii) no . No liability to the PBGC (other than required premium payments), the IRSInternal Revenue Service, any Employee Benefit Plan or any Trust trust established under Title IV of ERISA has been or is expected to be incurred by Company, any of its Subsidiaries or any of their ERISA Party (other than contributions made to an Employee Benefit Plan or such Trust or expenses paid on their behalf, in each case in the ordinary course); (iv) no Affiliates. No ERISA Event has occurred or is reasonably expected to occur; . Except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (vthrough the purchase of insurance or otherwise) the for any retired or former employee of Company, any of its Subsidiaries or any of their respective ERISA Affiliates. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by Company, any of its Subsidiaries or any of their ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan) ), did not exceed the aggregate current value of the assets of such Pension Plan; . As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of Company, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (viwithin the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) no of ERISA Party is zero. Company, each of its Subsidiaries and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan; (vii) no ERISA Party has incurred any obligation in connection with the termination of, or withdrawal from, any Foreign Pension Plan; and (viii) the present value of the accrued benefit liabilities (whether or not vested) under each Foreign Pension Plan, determined as of the end of Holdings’ and the Borrowers’ most recently ended Fiscal Year for which audited financial statements are available on the basis of the actuarial assumptions described in Holdings’ audited financial statements for such Fiscal Year, did not exceed the aggregate of (A) the current value of the assets of such Foreign Pension Plan allocable to such benefit liabilities and (B) the amount then reserved on Holdings’ consolidated balance sheet in respect of such liabilities (and such amount reserved on Holdings’ consolidated balance sheet does not constitute a material liability to Holdings and its Restricted Subsidiaries taken as a whole).

Employee Benefit Plans. Except In each case, except as could would not reasonably be expected to resultexpected, either individually or in the aggregate, in to have a Material Adverse Effect, (i) each Employee Benefit Plan of the Credit Parties and Foreign Pension Plan (the OZ Subsidiaries and each related trust, insurance contract or fund) has been documented, funded and administered of their respective ERISA Affiliates are in compliance with all applicable Laws, including, without limitation, provisions and requirements of ERISA and the Code; Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, (ii) the sponsor or adopting employer of each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Code has received or timely applied for a favorable determination letter, or is entitled to rely on a favorable opinion letter, as applicable, letter from the IRS Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter or opinion letter which would cause such Employee Benefit Plan to lose its qualified status; , or such Employee Benefit Plan is entitled to reliance on the opinion letter issued to the prototype sponsor by the Internal Revenue Service, (iii) no liability to the PBGC (other than required premium paymentspayments due but not delinquent), the IRSInternal Revenue Service, any Employee Benefit Plan or any Trust trust established under Title IV of ERISA has been or is expected to be incurred by the Credit Parties or any of the OZ Subsidiaries or any of their ERISA Party (other than contributions made to an Employee Benefit Plan or such Trust or expenses paid on their behalfAffiliates, in each case in the ordinary course); (iv) no ERISA Event has occurred or is reasonably expected to occur; , (v) except to the extent required under Section 4980B of the Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of the Credit Parties or any of the OZ Subsidiaries or any of their respective ERISA Affiliates, (vi) the present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by any Credit Party or OZ Subsidiary or any of their ERISA Affiliates, (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan) ), did not exceed the aggregate current value of the assets of such Pension Plan; , and (vivii) no each of the Credit Parties and the OZ Subsidiaries and each of their respective ERISA Party Affiliates has complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and is not in “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan; (vii) no ERISA Party has incurred any obligation in connection with the termination of, or withdrawal from, any Foreign Pension Plan; and (viii) the present value of the accrued benefit liabilities (whether or not vested) under each Foreign Pension Plan, determined as of the end of Holdings’ and the Borrowers’ most recently ended Fiscal Year for which audited financial statements are available on the basis of the actuarial assumptions described in Holdings’ audited financial statements for such Fiscal Year, did not exceed the aggregate of (A) the current value of the assets of such Foreign Pension Plan allocable to such benefit liabilities and (B) the amount then reserved on Holdings’ consolidated balance sheet in respect of such liabilities (and such amount reserved on Holdings’ consolidated balance sheet does not constitute a material liability to Holdings and its Restricted Subsidiaries taken as a whole).

Employee Benefit Plans. Except as could not reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect, (i) each Employee Benefit Plan and Foreign Pension Plan (and each related trust, insurance contract or fund) has been documented, funded and administered in compliance with all applicable Laws, including, without limitation, ERISA and the Code; (ii) the sponsor or adopting employer of each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Code has received or timely applied for a favorable determination letter, or is entitled to rely on a favorable opinion letter, as applicable, from the IRS indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter or opinion letter which would cause such Employee Benefit Plan to lose its qualified status; (iii) no liability to the PBGC (other than required premium payments), the IRS, any Employee Benefit Plan or any Trust established under Title IV of ERISA has been or is expected to be incurred by any ERISA Party (other than contributions made to an Employee Benefit Plan or such Trust or expenses paid on their behalf, in each case in the ordinary course); (iv) no No ERISA Event has occurred or is reasonably expected to occur; occur with respect to an ERISA Plan. Full payment has been made of all amounts which a Controlled Group member is required, under applicable law or under the governing documents, to have been paid as a contribution to or a benefit under each ERISA Plan. The liability of each Controlled Group member with respect to each ERISA Plan has been fully funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for on its financial statements. No changes have occurred or are expected to occur that would cause a material increase in the cost of providing benefits under the ERISA Plan. With respect to each ERISA Plan that is intended to be qualified under Code Section 401(a): (va) the present value ERISA Plan and any associated trust operationally comply with the applicable requirements of Code Section 401(a), (b) the aggregate benefit liabilities ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “remedial amendment period” available under each Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely), (c) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “remedial amendment period” has not yet expired, (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), without regard to any retroactive amendment that may be made within the above-described “remedial amendment period”, and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972. With respect to any Pension Plan (except to the extent set forth in footnote 4 to Borrower’s Consolidated financial statements for the fiscal year ended October 31, 2006), the “accumulated benefit obligation” of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employers’ Accounting for Pensions”, as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Planapplicable to Borrower from time to time) did does not exceed the aggregate current fair market value of the assets of such Pension Plan; (vi) no ERISA Party is in “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan; (vii) no ERISA Party has incurred any obligation in connection with the termination of, or withdrawal from, any Foreign Pension Plan; and (viii) the present value of the accrued benefit liabilities (whether or not vested) under each Foreign Pension Plan, determined as of the end of Holdings’ and the Borrowers’ most recently ended Fiscal Year for which audited financial statements are available on the basis of the actuarial assumptions described in Holdings’ audited financial statements for such Fiscal Year, did not exceed the aggregate of (A) the current value of the assets of such Foreign Pension Plan allocable to such benefit liabilities and (B) the amount then reserved on Holdings’ consolidated balance sheet in respect of such liabilities (and such amount reserved on Holdings’ consolidated balance sheet does not constitute a material liability to Holdings and its Restricted Subsidiaries taken as a whole)assets.

Employee Benefit Plans. Except as could not reasonably be expected Holdings, each of its Subsidiaries and each of their respective ERISA Affiliates are in material compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to resulteach Employee Benefit Plan, either individually or in the aggregate, in a Material Adverse Effect, (i) and have performed all their obligations under each Employee Benefit Plan and Foreign Pension Plan (and each related trust, insurance contract or fund) has been documented, funded and administered in compliance with all applicable Laws, including, without limitation, ERISA and the Code; (ii) the sponsor or adopting employer of each material respects. Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received or timely applied for a favorable determination letter, or is entitled to rely on a favorable opinion letter, as applicable, letter from the IRS Internal Revenue Service covering such plan’s most recently completed five-year remedial amendment cycle in accordance with Revenue Procedure 2007-44, I.R.B. 2007-28, indicating that such Employee Benefit Plan is so qualified and the trust related thereto has been determined by the Internal Revenue Service to be exempt from federal income tax under Section 501(a) of the Internal Revenue Code or an application for such determination is currently pending before the Internal Revenue Service, and, to the knowledge of Holdings, nothing has occurred subsequent to the issuance of such determination letter or opinion letter which reasonably would be expected to cause such Employee Benefit Plan to lose its qualified status; (iii) no . No liability to the PBGC (other than required premium payments), the IRSInternal Revenue Service, any Employee Benefit Plan or any Trust trust established under Title IV of ERISA has been or reasonably is expected to be incurred by Holdings, any of its Subsidiaries or any of their ERISA Party Affiliates. Except as set forth in Schedule 4.19 (other than contributions made to an Employee Benefit Plan and except for changes in matters identified in Schedule 4.19 that are not, individually or such Trust or expenses paid on their behalf, in each case in the ordinary courseaggregate, material); (iv) , no ERISA Event has occurred or is reasonably expected to occur; . Except as set forth in Schedule 4.19, and except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (vthrough the purchase of insurance or otherwise) for any retired or former employee of Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates. Except as set forth in Schedule 4.19 (and except for changes in matters identified in Schedule 4.19 that are not, individually or in the aggregate, material), the present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by Holdings, any of its Subsidiaries or any of their ERISA Affiliates, (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan) ), did not exceed the aggregate current value of the assets of such Pension Plan; (vi) no . Neither Holdings, its Subsidiaries nor their respective ERISA Party Affiliates maintains, contributes to or is in “default” (as defined in Section 4219(c)(5) of ERISA) with respect required to payments contribute to a any Multiemployer Plan; (vii) no ERISA Party Plan and has not incurred any obligation in connection with the termination of, or withdrawal from, any Foreign Pension Plan; and (viii) the present value of the accrued benefit liabilities (whether or not vested) under each Foreign Pension Plan, determined as of the end of Holdings’ and the Borrowers’ most recently ended Fiscal Year for which audited financial statements are available on the basis of the actuarial assumptions described in Holdings’ audited financial statements for such Fiscal Year, did not exceed the aggregate of (A) the current value of the assets of such Foreign Pension Plan allocable to such benefit liabilities and (B) the amount then reserved on Holdings’ consolidated balance sheet liability in respect of such liabilities (and such amount reserved on Holdings’ consolidated balance sheet does any Multiemployer Plan that has not constitute a material liability to Holdings and its Restricted Subsidiaries taken as a whole)been satisfied in full.

Employee Benefit Plans. Except as could not reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect, (i) each Employee Benefit Plan and Foreign Pension Plan (and each related trust, insurance contract or fund) has been documented, funded and administered in compliance with all applicable Laws, including, without limitation, ERISA and the Code; (ii) the sponsor or adopting employer of each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Code has received or timely applied for a favorable determination letter, or is entitled to rely on a favorable opinion letter, as applicable, from the IRS indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter or opinion letter which would cause such Employee Benefit Plan to lose its qualified status; (iii) no liability to the PBGC (other than required premium payments), the IRS, any Employee Benefit Plan or any Trust established under Title IV of ERISA has been or is expected to be incurred by any ERISA Party (other than contributions made to an Employee Benefit Plan or such Trust or expenses paid on their behalf, in each case in the ordinary course); (iv) no No ERISA Event has occurred or is reasonably expected to occur; (v) the present value of the aggregate benefit liabilities under each Pension Plan (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan) did not exceed the aggregate current value of the assets of such Pension Plan; (vi) no ERISA Party is in “default” (as defined in Section 4219(c)(5) of ERISA) occur with respect to payments an ERISA Plan. Full payment has been made of all amounts which a Controlled Group member is required, under applicable law or under the governing documents, to have been paid as a Multiemployer contribution to or a benefit under each ERISA Plan; . The liability of each Controlled Group member with respect to each ERISA Plan has been fully funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for on its financial statements. With respect to each ERISA Plan that is intended to be qualified under Code Section 401(a): (viia) the ERISA Plan and any associated trust operationally comply with the applicable requirements of Code Section 401(a), (b) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “remedial amendment period” available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely), (c) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “remedial amendment period” has not yet expired, (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), without regard to any retroactive amendment that may be made within the above-described “remedial amendment period”, and (e) no contribution made to the ERISA Party has incurred any obligation in connection with the termination of, or withdrawal from, any Foreign Pension Plan; and (viii) the present value of the accrued benefit liabilities (whether or not vested) Plan is subject to an excise tax under each Foreign Pension Plan, determined as of the end of Holdings’ and the Borrowers’ most recently ended Fiscal Year for which audited financial statements are available on the basis of the actuarial assumptions described in Holdings’ audited financial statements for such Fiscal Year, did not exceed the aggregate of (A) the current value of the assets of such Foreign Pension Plan allocable to such benefit liabilities and (B) the amount then reserved on Holdings’ consolidated balance sheet in respect of such liabilities (and such amount reserved on Holdings’ consolidated balance sheet does not constitute a material liability to Holdings and its Restricted Subsidiaries taken as a whole)Code Section 4972.

Employee Benefit Plans. Except as could not reasonably be expected to result, either individually or in the aggregate, in have a Material Adverse Effect, (ia) Borrower, each Employee Benefit Plan and Foreign Pension Plan (of its Subsidiaries and each related trust, insurance contract or fund) has been documented, funded and administered of their respective ERISA Affiliates are in compliance with all applicable Laws, including, without limitation, provisions and requirements of ERISA and the Code; Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, (iib) the sponsor or adopting employer of each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received or timely applied for a favorable determination letter, or is entitled to rely on a favorable opinion letter, as applicable, letter from the IRS Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and and, to the knowledge of Borrower, nothing has occurred subsequent to the issuance of such determination letter or opinion letter which would cause such Employee Benefit Plan to lose its qualified status; , (iiic) no liability to the PBGC (other than required premium payments), the IRSInternal Revenue Service, any Employee Benefit Plan or any Trust trust established under Title IV of ERISA has been or is expected to be incurred by Borrower, any of its Subsidiaries or any of their ERISA Party Affiliates, (other than contributions made to an Employee Benefit Plan or such Trust or expenses paid on their behalf, in each case in the ordinary course); (ivd) no ERISA Event has occurred or is reasonably expected to occur; occur and (ve) except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by Borrower, any of its Subsidiaries or any of their ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan) ), did not exceed the then-current aggregate current value of the assets of such Pension Plan; Plan by more than $70,000,000. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of Borrower, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (viwithin the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) no of ERISA, is not more than $70,000,000. Except as could not reasonably be expected to have a Material Adverse Effect, Borrower, each of its Subsidiaries and each of their ERISA Party is Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan; (vii) no ERISA Party has incurred any obligation in connection with the termination of, or withdrawal from, any Foreign Pension Plan; and (viii) the present value of the accrued benefit liabilities (whether or not vested) under each Foreign Pension Plan, determined as of the end of Holdings’ and the Borrowers’ most recently ended Fiscal Year for which audited financial statements are available on the basis of the actuarial assumptions described in Holdings’ audited financial statements for such Fiscal Year, did not exceed the aggregate of (A) the current value of the assets of such Foreign Pension Plan allocable to such benefit liabilities and (B) the amount then reserved on Holdings’ consolidated balance sheet in respect of such liabilities (and such amount reserved on Holdings’ consolidated balance sheet does not constitute a material liability to Holdings and its Restricted Subsidiaries taken as a whole).

Employee Benefit Plans. Except as could not reasonably be expected (a) The Borrower and each Subsidiary and each of their respective ERISA Affiliates is in compliance in all material respects with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to result, either individually or in the aggregate, in a Material Adverse Effect, (i) each Employee Benefit Plan Plan, and Foreign Pension Plan have performed all their obligations under each Employee Benefit Plan, (and each related trust, insurance contract or fundb) has been documented, funded and administered in compliance with all applicable Laws, including, without limitation, ERISA and the Code; (ii) the sponsor or adopting employer of each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received or timely applied for a favorable determination letter, or is entitled to rely on a favorable opinion letter, as applicable, letter from the IRS Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and and, to the knowledge of any Executive Officer of the Borrower, nothing has occurred subsequent to the issuance of such determination letter or opinion letter which would cause such Employee Benefit Plan to lose its qualified status; , (iiic) no liability Liability to the PBGC (other than required premium payments), the IRSInternal Revenue Service, any Employee Benefit Plan (except in the ordinary course) or any Trust trust established under Title IV of ERISA has been or is expected to be incurred by the Borrower, any Subsidiary or any of their respective ERISA Party Affiliates, (other than contributions made to an Employee Benefit Plan or such Trust or expenses paid on their behalf, in each case in the ordinary course); (ivd) no ERISA Event has occurred or is reasonably expected to occur; , (ve) except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of the Borrower, any Subsidiary or any of their respective ERISA Affiliates, (f) the present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by the Borrower, any Subsidiary or any of their respective ERISA Affiliates, (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan) ), did not exceed the aggregate current value of the assets of such Pension Plan; , (vig) no as of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of the Borrower, its Subsidiaries and their respective ERISA Party Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISA is zero, (h) the Borrower, each Subsidiary and each of their respective ERISA Affiliates has complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan; , (viii) no ERISA Party each Employee Benefit Plan has incurred any obligation been operated in connection compliance with its terms and the termination ofapplicable provisions and requirements of ERISA, or withdrawal fromthe Internal Revenue Code and other Laws, any Foreign Pension Plan; and (viiij) the present value there has been no Prohibited Transaction or violation of the accrued benefit liabilities (whether fiduciary responsibility rules with respect to any Employee Benefit Plan or not vested) under each Foreign Pension Plan, determined as of the end of Holdings’ and the Borrowers’ most recently ended Fiscal Year for which audited financial statements are available on the basis of the actuarial assumptions described in Holdings’ audited financial statements for such Fiscal Year, did not exceed the aggregate of (A) the current value of the assets of such Foreign Pension Plan allocable that has resulted or could reasonably be expected to such benefit liabilities and result in a Material Adverse Effect; in each case (Ba) through (i), except as would not reasonably be expected to result, individually or in the amount then reserved on Holdings’ consolidated balance sheet aggregate, in respect of such liabilities (and such amount reserved on Holdings’ consolidated balance sheet does not constitute a material liability to Holdings and its Restricted Subsidiaries taken as a whole)Material Adverse Effect.

Employee Benefit Plans. Except as could not All UPC Plans are in compliance with the applicable terms of ERISA, the Internal Revenue Code, and any other applicable Laws, the breach or violation of which is reasonably be expected likely to resulthave, either individually or in the aggregate, in a Material Adverse EffectEffect on UPC. For purposes of this Agreement, (i) the term "UPC Plan" means each Employee Benefit Plan and Foreign Pension Plan (and each related trustbonus, incentive compensation, severance pay, medical or other insurance contract program, retirement plan, or fund) has been documentedother employee benefit plan program, funded and administered in compliance agreement, or arrangement sponsored, maintained, or contributed to by UPC or any trade or business, whether or not incorporated, that together with all applicable Laws, including, without limitation, ERISA and the Code; (ii) the sponsor UPC or adopting employer any of each Employee Benefit Plan which is intended to qualify its Subsidiaries would be deemed a "single employer" under Section 401(a) 4001 of ERISA or Section 414 of the Internal Revenue Code has received (a "UPC ERISA Affiliate") or timely applied for a favorable determination letter, or is entitled to rely on a favorable opinion letter, as applicable, from the IRS indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter or opinion letter under which would cause such Employee Benefit Plan to lose its qualified status; (iii) no liability to the PBGC (other than required premium payments), the IRS, any Employee Benefit Plan UPC or any Trust established UPC ERISA Affiliate has any Liability or obligation. No Liability under Title IV of ERISA has been or is expected to be incurred by UPC or any UPC ERISA Party Affiliate that has not been satisfied in full, and no condition exists that presents a Material risk to UPC or any UPC ERISA Affiliate of incurring any such Liability. With respect to any UPC Plan that is subject to Title IV of ERISA, full payment has been made, or will be made in accordance with Section 404(a)(6) of the Internal Revenue Code, of all amounts that UPC or any UPC ERISA Affiliate is required to pay under Section 412 of the Internal Revenue Code or under the terms of the UPC Plans, and no accumulated funding deficiency (other than contributions made within the meaning of Section 412 of the Internal Revenue Code or Section 302 of ERISA, whether or not waived) exists with respect to an Employee Benefit Plan any UPC Plan. There are no Material actions, suits, or such Trust claims pending, or, to the Knowledge of UPC, threatened or expenses paid on their behalf, in each case anticipated relating to any UPC Plan. There has been no Material adverse change in the ordinary course); (iv) no financial position or funded status of any UPC Plan that is subject to Title IV of ERISA Event has occurred or is reasonably expected to occur; (v) since the present value date of the aggregate benefit liabilities under information relating to the financial position and funded status of each Pension Plan (determined as of the end of the most recent such plan year on the basis of the actuarial assumptions specified for funding purposes contained in the most recent actuarial valuation for such Pension Plan) did not exceed the aggregate current value of the assets of such Pension Plan; (vi) no ERISA Party is in “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan; (vii) no ERISA Party has incurred any obligation in connection Annual Report on Form 10-K filed by UPC with the termination of, or withdrawal from, any Foreign Pension Plan; and (viii) the present value of the accrued benefit liabilities (whether or not vested) under each Foreign Pension Plan, determined as of the end of Holdings’ and the Borrowers’ most recently ended Fiscal Year for which audited financial statements are available on the basis of the actuarial assumptions described in Holdings’ audited financial statements for such Fiscal Year, did not exceed the aggregate of (A) the current value of the assets of such Foreign Pension Plan allocable to such benefit liabilities and (B) the amount then reserved on Holdings’ consolidated balance sheet in respect of such liabilities (and such amount reserved on Holdings’ consolidated balance sheet does not constitute a material liability to Holdings and its Restricted Subsidiaries taken as a whole)SEC.

Employee Benefit Plans. (a) Except as could would not reasonably be expected to result, either individually or in the aggregate, in have a Material Adverse Effect, (i) Holdings, each Employee Benefit Plan and Foreign of its Subsidiaries and, with respect to a Pension Plan (and Plan, each related trust, insurance contract or fund) has been documented, funded and administered of their respective ERISA Affiliates are in compliance with all applicable Laws, including, without limitation, provisions and requirements of ERISA and the Code; Internal Revenue Code (iior similar Law applicable outside of the United States) and the sponsor or adopting employer of regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan. Each Employee Benefit Plan (i) which is intended to qualify under Section 401(a) of the Internal Revenue Code (or be registered or qualify under similar Law applicable outside of the United States) has either received or timely applied for a favorable determination letter, or is entitled to rely on a favorable opinion letter, as applicable, letter from the IRS Internal Revenue Service (or similar documentation from a Governmental Authority or Governmental Entity outside of the United States) indicating that such Employee Benefit Plan is so qualified or registered or may rely on a favorable opinion letter issued by the Internal Revenue Service (or similar documentation issued by a Governmental Authority or Governmental Entity outside the United States), and, to the knowledge of Holdings and Tronox US, nothing has occurred subsequent to the issuance of such determination letter or opinion letter (or such similar documentation issue by a Governmental Authority or Governmental Entity outside of the United States) which would cause such Employee Benefit Plan to lose its qualified or registered status; (iii) no . No material liability to the PBGC (other than required premium paymentspayments and required minimum funding contributions) or the Internal Revenue Service (or similar Governmental Authority or Governmental Entity outside of the United States), the IRS, any Employee Benefit Plan or any Trust trust established under Title IV of ERISA (or similar Law applicable outside of the United States) has been or is expected to be incurred by Holdings, any of its Subsidiaries or any of their ERISA Party (other than contributions made Affiliates. No fact or circumstance exists that reasonably could be expected to an Employee Benefit Plan or such Trust or expenses paid on their behalf, in each case result in the ordinary course); (ivimposition of a Lien or security interest pursuant to Section 430(k) of the Internal Revenue Code, a violation of 436 of the Internal Revenue Code or ERISA and, except as could not reasonably be expected to have a Material Adverse Effect, no ERISA Event has occurred or is reasonably expected to occur; (v) the present value of the aggregate benefit liabilities under each Pension Plan (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan) did not exceed the aggregate current value of the assets of such Pension Plan; (vi) no ERISA Party is in “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan; (vii) no ERISA Party has incurred any obligation in connection with the termination of, or withdrawal from, any Foreign Pension Plan; and (viii) the present value of the accrued benefit liabilities (whether or not vested) under each Foreign Pension Plan, determined as of the end of Holdings’ and the Borrowers’ most recently ended Fiscal Year for which audited financial statements are available on the basis of the actuarial assumptions described in Holdings’ audited financial statements for such Fiscal Year, did not exceed the aggregate of (A) the current value of the assets of such Foreign Pension Plan allocable to such benefit liabilities and (B) the amount then reserved on Holdings’ consolidated balance sheet in respect of such liabilities (and such amount reserved on Holdings’ consolidated balance sheet does not constitute a material liability to Holdings and its Restricted Subsidiaries taken as a whole).

Employee Benefit Plans. Except as could (a) Each of Holdings, the Company, the Material Subsidiaries and the ERISA Affiliates is in compliance with the applicable provisions of ERISA and the provisions of the Code relating to Plans and the regulations and published interpretations thereunder and any similar applicable non-U.S. law, except for such noncompliance that would not reasonably be expected to resulthave a Material Adverse Effect. No Reportable Event has occurred during the past five years as to which Holdings, either individually the Company, any of the Material Subsidiaries or in any ERISA Affiliate was required to file a report with the aggregatePBGC, in other than reports that have been filed and reports the failure of which to file would not reasonably be expected to have a Material Adverse Effect. As of the Original Effective Date, the excess of the present value of all benefit liabilities under each Plan of Holdings, the Company, the Material Subsidiaries and the ERISA Affiliates (based on those assumptions used to fund such Plan), as of the last annual valuation date applicable thereto for which a valuation is available, over the value of the assets of such Plan would not reasonably be expected to have a Material Adverse Effect, (i) each Employee Benefit Plan and Foreign Pension Plan (and each related trust, insurance contract or fund) has been documented, funded and administered in compliance with all applicable Laws, including, without limitation, ERISA and the Code; (ii) the sponsor or adopting employer of each Employee Benefit Plan which is intended to qualify under Section 401(a) excess of the Code has received or timely applied present value of all benefit liabilities of all underfunded Plans (based on those assumptions used to fund each such Plan) as of the last annual valuation dates applicable thereto for a favorable determination letterwhich valuations are available, or is entitled to rely on a favorable opinion letter, as applicable, from over the IRS indicating that value of the assets of all such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter or opinion letter which under funded Plans would cause such Employee Benefit Plan to lose its qualified status; (iii) no liability to the PBGC (other than required premium payments), the IRS, any Employee Benefit Plan or any Trust established under Title IV of ERISA has been or is not reasonably be expected to be incurred by any ERISA Party (other than contributions made to an Employee Benefit Plan or such Trust or expenses paid on their behalf, in each case in the ordinary course); (iv) no have a Material Adverse Effect. No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events which have occurred or for which liability is reasonably expected to occur; (v) , would reasonably be expected to result in a Material Adverse Effect. None of Holdings, the present value Company, the Material Subsidiaries and the ERISA Affiliates has received any written notification that any Multiemployer Plan is in reorganization or has been terminated within the meaning of the aggregate benefit liabilities under each Pension Title IV of ERISA, or has knowledge that any Multiemployer Plan (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes is reasonably expected to be in reorganization or to be terminated, where such reorganization or termination has had or would reasonably be expected to have, through increases in the most recent actuarial valuation for such Pension Plan) did not exceed the aggregate current value of the assets of such Pension Plan; (vi) no ERISA Party is in “default” (as defined in Section 4219(c)(5) of ERISA) with respect contributions required to payments to a Multiemployer Plan; (vii) no ERISA Party has incurred any obligation in connection with the termination of, or withdrawal from, any Foreign Pension Plan; and (viii) the present value of the accrued benefit liabilities (whether or not vested) under each Foreign Pension Plan, determined as of the end of Holdings’ and the Borrowers’ most recently ended Fiscal Year for which audited financial statements are available on the basis of the actuarial assumptions described in Holdings’ audited financial statements for such Fiscal Year, did not exceed the aggregate of (A) the current value of the assets of such Foreign Pension Plan allocable be made to such benefit liabilities and (B) the amount then reserved on Holdings’ consolidated balance sheet in respect of such liabilities (and such amount reserved on Holdings’ consolidated balance sheet does not constitute Plan or otherwise, a material liability to Holdings and its Restricted Subsidiaries taken as a whole)Material Adverse Effect.

Employee Benefit Plans. Except as could not reasonably be expected to result, either individually or in the aggregate, result in a Material Adverse Effect, (i) Holdings, each Employee Benefit Plan and Foreign Pension Plan (of its Subsidiaries and each related trust, insurance contract or fund) has been documented, funded and administered of their respective ERISA Affiliates are in compliance with all applicable Laws, including, without limitation, provisions and requirements of ERISA and the Code; (ii) Internal Revenue Code and the sponsor regulations and published interpretations thereunder with respect to each Employee Benefit Plan. Other than with respect to any retirement plans newly adopted or adopting employer of spun-off as contemplated under the Acquisition Agreement, each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received or timely applied for a favorable determination letter, or is entitled to rely on a favorable opinion letter, as applicable, letter from the IRS Internal Revenue Service indicating that such Employee Benefit Plan is so qualified or has a determination letter request pending with the Internal Revenue Service and nothing has occurred subsequent to the issuance of such determination letter or opinion letter which would reasonably be expected to cause such Employee Benefit Plan to lose its qualified status; . No liability (iiii) no liability to the PBGC (other than required premium payments)) or the Internal Revenue Service, the IRSin either case, with respect to any Employee Benefit Plan, or (ii) to any Employee Benefit Plan or any Trust trust established under Title IV of ERISA ERISA, in any case, has been or is expected to be incurred by Holdings, any of its Subsidiaries or any of their ERISA Party (other than contributions made Affiliates, except as could not reasonably be expected to an Employee Benefit Plan or such Trust or expenses paid on their behalf, result in each case in the ordinary course); (iv) no a Material Adverse Effect. No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur; (v) , could reasonably be expected to result in a Material Adverse Effect. The aggregate liability of Holdings and its Subsidiaries with respect to “expected post-retirement benefit obligations” within the meaning of the Financial Accounting Standards Board Statement 106 does not exceed $5,000,000. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by Holdings, any of its Subsidiaries or any of their ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan) ), did not exceed the aggregate current value of the assets of such Pension Plan; Plan by an amount that, if required to be paid, would reasonably be expected to result in a Material Adverse Effect. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of Holdings, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (vi) no within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, could not reasonably be expected to result in a Material Adverse Effect. Holdings, each of its Subsidiaries and each of their ERISA Party is Affiliates have complied in all material respects with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan; (vii) no ERISA Party has incurred any obligation in connection with the termination of, or withdrawal from, any Foreign Pension Plan; and (viii) the present value of the accrued benefit liabilities (whether or not vested) under each Foreign Pension Plan, determined as of the end of Holdings’ and the Borrowers’ most recently ended Fiscal Year for which audited financial statements are available on the basis of the actuarial assumptions described in Holdings’ audited financial statements for such Fiscal Year, did not exceed the aggregate of (A) the current value of the assets of such Foreign Pension Plan allocable to such benefit liabilities and (B) the amount then reserved on Holdings’ consolidated balance sheet in respect of such liabilities (and such amount reserved on Holdings’ consolidated balance sheet does not constitute a material liability to Holdings and its Restricted Subsidiaries taken as a whole).

Employee Benefit Plans. Except as could not reasonably be expected with respect to resultany matters that, either individually or in the aggregate, in would not reasonably be expected to have a Material Adverse Effect, (ia) each of the Borrower, the Subsidiaries and its and their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and has performed all its obligations under each Employee Benefit Plan, (b) each Employee Benefit Plan and Foreign Pension Plan (and each related trust, insurance contract or fund) has been documented, funded and administered in compliance with all applicable Laws, including, without limitation, ERISA and the Code; (ii) the sponsor or adopting employer of each Employee Benefit Plan which that is intended to qualify under Section 401(a) of the Internal Revenue Code has received or timely applied for a favorable determination letter, letter (or is entitled opinion letter issued to rely on a favorable opinion letter, as applicable, prototype type sponsor) from the IRS Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter or opinion letter which would cause such Employee Benefit Plan to lose its qualified status; , (iii) no liability to the PBGC (other than required premium payments), the IRS, any Employee Benefit Plan or any Trust established under Title IV of ERISA has been or is expected to be incurred by any ERISA Party (other than contributions made to an Employee Benefit Plan or such Trust or expenses paid on their behalf, in each case in the ordinary course); (iv) no ERISA Event has occurred or is reasonably expected to occur; (vc) the present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by the Borrower, any Subsidiary or any of its or their ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan) ), did not exceed the aggregate current value of the assets of such Pension Plan; (vi) no ERISA Party is in “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan; (vii) no ERISA Party has incurred any obligation in connection with the termination of, or withdrawal from, any Foreign Pension Plan; Plan and (viiid) the present value of the accrued benefit liabilities (whether or not vested) under each Foreign Pension Plan, determined as of the end of Holdings’ and the Borrowers’ most recently ended Fiscal Year recent valuation date for each Multiemployer Plan for which audited financial statements are available on the basis actuarial report is available, the potential liability of the actuarial assumptions described in Holdings’ audited financial statements Borrower, the Subsidiaries and its and their respective ERISA Affiliates for a complete withdrawal from such Fiscal YearMultiemployer Plan (within the meaning of Section 4203 of ERISA), did not exceed the aggregate when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) of (A) the current value of the assets of such Foreign Pension Plan allocable to such benefit liabilities and (B) the amount then reserved on Holdings’ consolidated balance sheet in respect of such liabilities (and such amount reserved on Holdings’ consolidated balance sheet does not constitute a material ERISA is zero. No liability to Holdings and the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect has been incurred by the Borrower, any Subsidiary or any of its Restricted Subsidiaries taken as or their ERISA Affiliates. No ERISA Event has occurred that would reasonably be expected to have a whole)Material Adverse Effect.

Employee Benefit Plans. Except as could not reasonably Each contribution required to be expected made to resulta Guaranteed Pension Plan, either individually whether required to be made to satisfy the minimum funding requirements or in to avoid the aggregateincurrence of, in a Material Adverse Effectthe notice or lien provisions of §303(k) of ERISA, (i) each Employee Benefit Plan and Foreign Pension Plan (and each related trustor otherwise, insurance contract or fund) has been documented, funded and administered in compliance timely made. No minimum funding waiver has been requested with all applicable Laws, including, without limitation, ERISA and the Code; (ii) the sponsor or adopting employer of each Employee Benefit Plan which is intended respect to qualify under Section 401(a) of the Code has received or timely applied for a favorable determination letter, or is entitled to rely on a favorable opinion letter, as applicable, from the IRS indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter or opinion letter which would cause such Employee Benefit Plan to lose its qualified status; (iii) no any Guaranteed Pension Plan. No liability to the PBGC (other than required premium payments)insurance premiums, all of which have been paid) has been incurred by the IRS, any Employee Benefit Plan Company or any Trust established under Title IV of ERISA Affiliate with respect to any Guaranteed Pension Plan and there has not been or is expected to be incurred by any ERISA Party Reportable Event, or any other event or condition which presents a material risk of termination of any Guaranteed Pension Plan by the PBGC. Based on the latest valuation of each Guaranteed Pension Plan (other than contributions made to an Employee Benefit Plan or such Trust or expenses paid on their behalf, which in each case occurred within fifteen (15) months of the date of the representation), and on the actuarial methods and assumptions employed for that valuation, the aggregate benefit liabilities of all such Guaranteed Pension Plans within the meaning of §4001 of ERISA did not exceed the aggregate value of the assets of all such Guaranteed Pension Plans by more than $50,000,000, disregarding for this purpose the benefit liabilities and assets of any Guaranteed Pension Plan with assets in excess of benefit liabilities. The administrator of any Guaranteed Pension Plan has not provided notice of an intent to terminate such Guaranteed Pension Plan, pursuant to Section 4041(a)(2) of ERISA (including any such notice with respect to a plan amendment referred to in Section 4041(e) of ERISA). The conditions for imposition of a lien under Section 303(k) of ERISA have not been met with respect to any Guaranteed Pension Plan. A determination that any Guaranteed Pension Plan is in “at risk” status (within the ordinary course); (ivmeaning of Section 303 of ERISA) no has not been made. The PBGC has not instituted proceedings to terminate a Guaranteed Pension Plan pursuant to Section 4042 of ERISA, nor has any event or condition described in Section 4042 of ERISA Event that constitutes grounds for the termination of, or the appointment of a trustee to administer, such Guaranteed Pension Plan occurred. Neither the Company nor any ERISA Affiliate has occurred incurred or is reasonably expected to occur; (v) incur any Withdrawal Liability to a Multiemployer Plan which could be reasonably expected to result in a liability of more than $50,000,000. Neither the present value Company nor any ERISA Affiliate has been notified by the sponsor of the aggregate benefit liabilities under each Pension a Multiemployer Plan (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for that such Pension Plan) did not exceed the aggregate current value of the assets of such Pension Plan; (vi) no ERISA Party Multiemployer Plan is in “default” reorganization (as defined in within the meaning of Section 4219(c)(5) 4241 of ERISA), insolvent (within the meaning of Section 4245 of ERISA) with respect or has been determined to payments to a Multiemployer Plan; (vii) no ERISA Party has incurred any obligation be in connection with "endangered" or "critical" status within the termination of, or withdrawal from, any Foreign Pension Plan; and (viii) the present value meaning of Section 432 of the accrued benefit liabilities (whether Code or not vested) under each Foreign Pension Plan, determined as Section 305 of the end of Holdings’ ERISA and the Borrowers’ most recently ended Fiscal Year for which audited financial statements are available on the basis of the actuarial assumptions described no Multiemployer Plan is reasonably expected to be in Holdings’ audited financial statements for such Fiscal Year, did not exceed the aggregate of (A) the current value of the assets of such Foreign Pension Plan allocable to such benefit liabilities and (B) the amount then reserved on Holdings’ consolidated balance sheet in respect of such liabilities (and such amount reserved on Holdings’ consolidated balance sheet does not constitute a material liability to Holdings and its Restricted Subsidiaries taken as a whole)"endangered" or "critical" status."

Employee Benefit Plans. Except as could not reasonably Subject to Section 7.10, each of the WPL Benefit Plans, the IES Benefit Plans and the Interstate Benefit Plans in effect at the date hereof shall be expected maintained in effect with respect to resultthe employees or former employees of WPL and any of its Subsidiaries, either individually or in the aggregateIES and any of its Subsidiaries, in a Material Adverse Effectand Interstate and any of its Subsidiaries, (i) each Employee respectively, who are covered by any such Benefit Plan and Foreign Pension Plan (and each related trust, insurance contract or fund) has been documented, funded and administered in compliance with all applicable Laws, including, without limitation, ERISA and the Code; (ii) the sponsor or adopting employer of each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Code has received or timely applied for a favorable determination letter, or is entitled to rely on a favorable opinion letter, as applicable, from the IRS indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent immediately prior to the issuance of Closing Date (the "Affiliated Employees") until the Company otherwise determines after the Effective Time; provided, however, that nothing herein contained shall limit any reserved right contained in any such determination letter or opinion letter which would cause such Employee WPL Benefit Plan to lose its qualified status; (iii) no liability to the PBGC (other than required premium payments)Plan, the IRS, any Employee IES Benefit Plan or Interstate Benefit Plan, to amend, modify, suspend, revoke or terminate any Trust established under Title IV such plan; provided, further, however, that the Company or its Subsidiaries shall provide to the Affiliated Employees for a period of ERISA has been or is expected to be incurred by any ERISA Party (not less than one year following the Effective Time benefits, other than contributions made with respect to an Employee plans referred to in Section 8.11, which are no less favorable in the aggregate than those provided under the WPL Benefit Plans, the IES Benefit Plans or the Interstate Benefit Plans, as the case may be. Without limitation of the foregoing, each participant of any such WPL Benefit Plan, IES Benefit Plan or such Trust or expenses paid on their behalfInterstate Benefit Plan shall receive credit for purposes of eligibility to participate, in each case in the ordinary course); (iv) no ERISA Event has occurred or is reasonably expected vesting, benefit accrual and eligibility to occur; (v) the present value receive benefits under a benefit plan of the aggregate Company or any of its Subsidiaries or Affiliates for service credited for the corresponding purpose under such benefit liabilities under each Pension Plan (determined as plan; provided, however, that such crediting of service shall not operate to duplicate any benefit to any such participant or the funding for any such benefit. Any person hired by the Company or any of its Subsidiaries after the Closing Date who was not employed by any party hereto or its Subsidiaries immediately prior to the Closing Date shall be eligible to participate in such benefit plans maintained, or contributed to, by the Company or the Subsidiary, division or operation by which such person is employed, provided that such person meets the eligibility requirements of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan) did not exceed the aggregate current value of the assets of such Pension Plan; (vi) no ERISA Party is in “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan; (vii) no ERISA Party has incurred any obligation in connection with the termination of, or withdrawal from, any Foreign Pension Plan; and (viii) the present value of the accrued benefit liabilities (whether or not vested) under each Foreign Pension Plan, determined as of the end of Holdings’ and the Borrowers’ most recently ended Fiscal Year for which audited financial statements are available on the basis of the actuarial assumptions described in Holdings’ audited financial statements for such Fiscal Year, did not exceed the aggregate of (A) the current value of the assets of such Foreign Pension Plan allocable to such benefit liabilities and (B) the amount then reserved on Holdings’ consolidated balance sheet in respect of such liabilities (and such amount reserved on Holdings’ consolidated balance sheet does not constitute a material liability to Holdings and its Restricted Subsidiaries taken as a whole)applicable plan.

Employee Benefit Plans. Except as Holdings, the Borrower and each other Restricted Subsidiary is in compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations with respect to each Employee Benefit Plan, and has performed all its obligations under each Employee Benefit Plan, except where such failure to comply or perform, individually or in the aggregate, could not reasonably be expected to result, either individually or in the aggregate, in have a Material Adverse Effect, (i) each Employee Benefit Plan and Foreign Pension Plan (and each related trust, insurance contract or fund) has been documented, funded and administered in compliance with all applicable Laws, including, without limitation, ERISA and the Code; (ii) the sponsor or adopting employer of each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Code has received or timely applied for a favorable determination letter, or is entitled to rely on a favorable opinion letter, as applicable, from the IRS indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter or opinion letter which would cause such Employee Benefit Plan to lose its qualified status; (iii) no . No liability to the PBGC (other than required premium payments), the IRS, ) with respect to any Employee Benefit Pension Plan or any Trust established under Title IV of ERISA has been or is expected to be incurred by Holdings, the Borrower, any other Restricted Subsidiary or any of their respective ERISA Party (other than contributions made to an Employee Benefit Plan Affiliates, except as could not, individually or such Trust or expenses paid on their behalf, in each case in the ordinary course); (iv) no aggregate, reasonably be expected to have a Material Adverse Effect. No ERISA Event has occurred or is reasonably expected to occur that, alone or together with any other ERISA Events that have occurred or are reasonably expected to occur; (v) the , could reasonably be expected to have a Material Adverse Effect. The present value of the aggregate benefit liabilities under each Pension Plan (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan) ), did not exceed the aggregate current value of the assets of such Pension Plan; Plan by an amount that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of Holdings, the Borrower, the other Restricted Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (vi) no within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, could not reasonably be expected to have a Material Adverse Effect. Holdings, the Borrower, each other Restricted Subsidiary and each of their respective ERISA Party Affiliates has complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and is not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan; (vii) no ERISA Party has incurred any obligation , except where such failure to comply or such default, individually or in connection with the termination ofaggregate, or withdrawal from, any Foreign Pension Plan; and (viii) the present value of the accrued benefit liabilities (whether or could not vested) under each Foreign Pension Plan, determined as of the end of Holdings’ and the Borrowers’ most recently ended Fiscal Year for which audited financial statements are available on the basis of the actuarial assumptions described in Holdings’ audited financial statements for such Fiscal Year, did not exceed the aggregate of (A) the current value of the assets of such Foreign Pension Plan allocable reasonably be expected to such benefit liabilities and (B) the amount then reserved on Holdings’ consolidated balance sheet in respect of such liabilities (and such amount reserved on Holdings’ consolidated balance sheet does not constitute have a material liability to Holdings and its Restricted Subsidiaries taken as a whole)Material Adverse Effect.

Employee Benefit Plans. Except as (a) Each of the Borrowers, Holdings, Intermediate Holdings, the Subsidiaries and the ERISA Affiliates is in compliance with the applicable provisions of ERISA and the provisions of the Code relating to Plans and the regulations and published interpretations thereunder and any similar applicable non-U.S. law, except for such noncompliance that could not reasonably be expected to result, either individually or in the aggregate, in have a Material Adverse Effect, (i) each Employee Benefit Plan and Foreign Pension Plan (and each related trust, insurance contract or fund) has been documented, funded and administered in compliance with all applicable Laws, including, without limitation, ERISA and the Code; (ii) the sponsor or adopting employer of each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Code has received or timely applied for a favorable determination letter, or is entitled to rely on a favorable opinion letter, as applicable, from the IRS indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter or opinion letter which would cause such Employee Benefit Plan to lose its qualified status; (iii) no liability to the PBGC (other than required premium payments), the IRS, any Employee Benefit Plan or any Trust established under Title IV of ERISA has been or is expected to be incurred by any ERISA Party (other than contributions made to an Employee Benefit Plan or such Trust or expenses paid on their behalf, in each case in the ordinary course); (iv) no ERISA . No Reportable Event has occurred during the past five years as to which the Borrowers, Holdings, Intermediate Holdings, any Subsidiary or is any ERISA Affiliate was required to file a report with the PBGC, other than reports that have been filed and reports the failure of which to file could not reasonably be expected to occur; (v) have a Material Adverse Effect. As of the Restatement Effective Date, the excess of the present value of the aggregate all benefit liabilities under each Pension Plan of the Borrowers, Holdings, Intermediate Holdings, the Subsidiaries and the ERISA Affiliates (determined based on those assumptions used to fund such Plan), as of the end of last annual valuation date applicable thereto for which a valuation is available, over the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan) did not exceed the aggregate current value of the assets of such Pension Plan; (vi) no ERISA Party is in “default” (as defined in Section 4219(c)(5) Plan could not reasonably be expected to have a Material Adverse Effect, and the excess of ERISA) with respect to payments to a Multiemployer Plan; (vii) no ERISA Party has incurred any obligation in connection with the termination of, or withdrawal from, any Foreign Pension Plan; and (viii) the present value of the accrued all benefit liabilities of all underfunded Plans (whether or not vestedbased on those assumptions used to fund each such Plan) under each Foreign Pension Plan, determined as of the end of Holdings’ and the Borrowers’ most recently ended Fiscal Year last annual valuation dates applicable thereto for which audited financial statements valuations are available on available, over the basis of the actuarial assumptions described in Holdings’ audited financial statements for such Fiscal Year, did not exceed the aggregate of (A) the current value of the assets of all such Foreign Pension underfunded Plans could not reasonably be expected to have a Material Adverse Effect. None of the Borrowers, Holdings, Intermediate Holdings, the Subsidiaries and the ERISA Affiliates has incurred or could reasonably be expected to incur any Withdrawal Liability that could reasonably be expected to have a Material Adverse Effect. None of the Borrowers, Holdings, Intermediate Holdings, the Subsidiaries and the ERISA Affiliates has received any written notification that any Multiemployer Plan allocable is in reorganization or has been terminated within the meaning of Title IV of ERISA, or has knowledge that any Multiemployer Plan is reasonably expected to be in reorganization or to be terminated, where such reorganization or termination has had or could reasonably be expected to have, through increases in the contributions required to be made to such benefit liabilities and (B) the amount then reserved on Holdings’ consolidated balance sheet in respect of such liabilities (and such amount reserved on Holdings’ consolidated balance sheet does not constitute Plan or otherwise, a material liability to Holdings and its Restricted Subsidiaries taken as a whole)Material Adverse Effect.

Employee Benefit Plans. Except Schedule 4.14 lists (i) any "employee benefit plans" as described in the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder ("ERISA") (other than a defined contribution pension plan not requiring any contribution by Borrower, paid time-off policy or vacation/holiday/sick leave policy, and employee group life and health plans that are fully funded through commercial insurance); and (ii) any defined benefit "employee pension benefit plans" (as defined in ERISA). Neither Borrower nor, to the best knowledge of Borrower, any other person has engaged in a transaction with respect to any employee benefit plan listed or required to be listed on Schedule 4.14 which could subject any such plan, Borrower or the Lender to a penalty under ERISA or a tax under the Internal Revenue Code of 1986, as amended (the "Code"), except for those transactions which could not reasonably be expected to result, either individually or in the aggregate, in have a Material Adverse Effect. Each of the employee benefit plans listed, (i) each Employee Benefit Plan and Foreign Pension Plan (and each related trustor required to be listed, insurance contract or fund) on Schedule 4.14 has been documented, funded operated and administered in compliance accordance with all applicable Lawslaw, includingincluding without limitation ERISA, without limitation, ERISA and the Code; (ii) the sponsor or adopting employer of each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Code has received or timely applied except for a favorable determination letter, or is entitled to rely on a favorable opinion letter, as applicable, from the IRS indicating that any such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter or opinion letter failure which would cause not subject Borrower or the Lender to any penalty or other liability and except for any such Employee Benefit Plan failure which would not have an adverse effect upon the applicable plan or any participant therein. Borrower has not incurred, nor presently expects to lose its qualified status; (iii) no liability to the PBGC (other than required premium payments), the IRSincur, any Employee Benefit Plan or any Trust established liability under Title IV of ERISA has been that could result in liability to the Lenders or is expected Borrower. Each employee benefit plan listed or required to be incurred listed on Schedule 4.14 that is a group health plan within the meaning of Section 5000(b)(1) of the Code, is in compliance with the provisions of Section 4980B(f) of the Code, except for any such non-compliance which would not subject Borrower or the Lender to any penalty or liability and except for any such failure which would not have an adverse effect upon the applicable plan or any participant therein. There is not any pending or, to the best knowledge of Borrower, threatened claim by or on behalf of any employee benefit plan, by any ERISA Party employee covered under any such plan or otherwise involving any employee benefit plan (other than contributions made to an Employee Benefit Plan or such Trust or expenses paid on their behalf, in each case in the ordinary course); (iv) no ERISA Event has occurred or is reasonably expected to occur; (v) the present value of the aggregate benefit liabilities under each Pension Plan (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified routine non-contested claims for funding purposes in the most recent actuarial valuation for such Pension Plan) did not exceed the aggregate current value of the assets of such Pension Plan; (vi) no ERISA Party is in “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan; (vii) no ERISA Party has incurred any obligation in connection with the termination of, or withdrawal from, any Foreign Pension Plan; and (viii) the present value of the accrued benefit liabilities (whether or not vested) under each Foreign Pension Plan, determined as of the end of Holdings’ and the Borrowers’ most recently ended Fiscal Year for which audited financial statements are available on the basis of the actuarial assumptions described in Holdings’ audited financial statements for such Fiscal Year, did not exceed the aggregate of (A) the current value of the assets of such Foreign Pension Plan allocable to such benefit liabilities and (B) the amount then reserved on Holdings’ consolidated balance sheet in respect of such liabilities (and such amount reserved on Holdings’ consolidated balance sheet does not constitute a material liability to Holdings and its Restricted Subsidiaries taken as a wholebenefits).

Employee Benefit Plans. Except as could not reasonably be expected to resultHoldings, either individually or in the aggregate, in a Material Adverse Effect, (i) each Employee Benefit Plan and Foreign Pension Plan (of its Subsidiaries and each related trust, insurance contract or fund) has been documented, funded and administered of their respective ERISA Affiliates are in compliance with all applicable Laws, including, without limitation, provisions and requirements of ERISA and the Code; (ii) Internal Revenue Code and the sponsor or adopting employer of regulations and published interpretations thereunder in all material respects with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan. Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received or timely applied for a favorable determination letter, or is entitled to rely on a favorable opinion letter, as applicable, letter from the IRS Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter or opinion letter which would cause such Employee Benefit Plan to lose its qualified status; (iii) no . No material liability to the PBGC (other than required premium payments), the IRSInternal Revenue Service, any Employee Benefit Plan or any Trust trust established under Title IV of ERISA has been or is expected to be incurred by Holdings, any of its Subsidiaries or any of their ERISA Party (other than contributions made to an Employee Benefit Plan or such Trust or expenses paid on their behalf, in each case in the ordinary course); (iv) no Affiliates. No ERISA Event has occurred or is reasonably expected to occur; create a material liability of Holdings or any of its Subsidiaries. Except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (vthrough the purchase of insurance or otherwise) the for any retired or former employee of Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by Holdings, any of its Subsidiaries or any of their ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan) ), did not exceed the aggregate current value of the assets of such Pension Plan; . As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of Holdings, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (viwithin the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) no of ERISA Party is zero. Holdings, each of its Subsidiaries and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan; (vii) no ERISA Party has incurred any obligation in connection with the termination of, or withdrawal from, any Foreign Pension Plan; and (viii) the present value of the accrued benefit liabilities (whether or not vested) under each Foreign Pension Plan, determined as of the end of Holdings’ and the Borrowers’ most recently ended Fiscal Year for which audited financial statements are available on the basis of the actuarial assumptions described in Holdings’ audited financial statements for such Fiscal Year, did not exceed the aggregate of (A) the current value of the assets of such Foreign Pension Plan allocable to such benefit liabilities and (B) the amount then reserved on Holdings’ consolidated balance sheet in respect of such liabilities (and such amount reserved on Holdings’ consolidated balance sheet does not constitute a material liability to Holdings and its Restricted Subsidiaries taken as a whole).

Employee Benefit Plans. Except as could not reasonably be expected to result(a) Holdings, either individually or in the aggregate, in a Material Adverse Effect, (i) each Employee Benefit Plan and Foreign Pension Plan (of its Subsidiaries and each related trust, insurance contract or fund) has been documented, funded and administered of their respective ERISA Affiliates are in compliance with all applicable Laws, including, without limitation, provisions and requirements of ERISA and the Code; (ii) Internal Revenue Code and the sponsor or adopting employer of regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan. Each Employee Benefit Plan which that is intended to qualify under Section 401(a) of the Internal Revenue Code has received or timely applied for a favorable determination letter, or is entitled to rely on a favorable opinion letter, as applicable, letter from the IRS Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter or opinion letter which that would cause such Employee Benefit Plan to lose its qualified status; (iii) no . No liability to the PBGC (other than required premium payments), the IRSInternal Revenue Service, any Employee Benefit Plan or any Trust trust established under Title IV of ERISA has been or is expected to be incurred by Holdings, any of its Subsidiaries or any of their ERISA Party (other than contributions made to an Employee Benefit Plan or such Trust or expenses paid on their behalf, in each case in the ordinary course); (iv) no Affiliates. No ERISA Event has occurred or is reasonably expected to occur; . Except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (vthrough the purchase of insurance or otherwise) the for any retired or former employee of Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by Holdings, any of its Subsidiaries or any of their ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan) ), did not exceed the aggregate current value of the assets of such Pension Plan; . As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of Holdings, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (viwithin the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) no of ERISA Party is zero. Holdings, each of its Subsidiaries and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan; (vii) no ERISA Party has incurred any obligation in connection with the termination of, or withdrawal from, any Foreign Pension Plan; and (viii) the present value of the accrued benefit liabilities (whether or not vested) under each Foreign Pension Plan, determined as of the end of Holdings’ and the Borrowers’ most recently ended Fiscal Year for which audited financial statements are available on the basis of the actuarial assumptions described in Holdings’ audited financial statements for such Fiscal Year, did not exceed the aggregate of (A) the current value of the assets of such Foreign Pension Plan allocable to such benefit liabilities and (B) the amount then reserved on Holdings’ consolidated balance sheet in respect of such liabilities (and such amount reserved on Holdings’ consolidated balance sheet does not constitute a material liability to Holdings and its Restricted Subsidiaries taken as a whole).

Employee Benefit Plans. Except as could not reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect, (i) each Employee Benefit Plan and Foreign Pension Plan (and each related trust, insurance contract or fund) has been documented, funded and administered in compliance with all applicable Laws, including, without limitation, ERISA and the Code; (ii) the sponsor or adopting employer of each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Code has received or timely applied for a favorable determination letter, or is entitled to rely on a favorable opinion letter, as applicable, from the IRS indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter or opinion letter which would cause such Employee Benefit Plan to lose its qualified status; (iii) no liability to the PBGC (other than required premium payments), the IRS, any Employee Benefit Plan or any Trust established under Title IV of ERISA has been or is expected to be incurred by any ERISA Party (other than contributions made to an Employee Benefit Plan or such Trust or expenses paid on their behalf, in each case in the ordinary course); (iv) no No ERISA Event has occurred or is reasonably expected to occur; occur with respect to an ERISA Plan. Full payment has been made of all amounts which a Controlled Group member is required, under applicable law or under the governing documents, to have been paid as a contribution to or a benefit under each ERISA Plan. The liability of each Controlled Group member with respect to each ERISA Plan has been fully funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for on its financial statements. No changes have occurred or are expected to occur that would cause a material increase in the cost of providing benefits under the ERISA Plan. With respect to each ERISA Plan that is intended to be qualified under Code Section 401(a): (va) the present value ERISA Plan and any associated trust operationally comply with the applicable requirements of Code Section 401(a), (b) the aggregate benefit liabilities ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “remedial amendment period” available under each Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely), (c) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “remedial amendment period” has not yet expired, (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), without regard to any retroactive amendment that may be made within the above-described “remedial amendment period”, and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972. With respect to any Pension Plan (except to the extent set forth in footnote 4 to Nordson’s Consolidated financial statements for the fiscal year ended October 31, 2006), the “accumulated benefit obligation” of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employers’ Accounting for Pensions”, as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Planapplicable to Nordson from time to time) did does not exceed the aggregate current fair market value of the assets of such Pension Plan; (vi) no ERISA Party is in “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan; (vii) no ERISA Party has incurred any obligation in connection with the termination of, or withdrawal from, any Foreign Pension Plan; and (viii) the present value of the accrued benefit liabilities (whether or not vested) under each Foreign Pension Plan, determined as of the end of Holdings’ and the Borrowers’ most recently ended Fiscal Year for which audited financial statements are available on the basis of the actuarial assumptions described in Holdings’ audited financial statements for such Fiscal Year, did not exceed the aggregate of (A) the current value of the assets of such Foreign Pension Plan allocable to such benefit liabilities and (B) the amount then reserved on Holdings’ consolidated balance sheet in respect of such liabilities (and such amount reserved on Holdings’ consolidated balance sheet does not constitute a material liability to Holdings and its Restricted Subsidiaries taken as a whole)assets.

Employee Benefit Plans. Except (a) Prior to the Effective Time, TD Banknorth shall take all reasonable action so that employees of Hxxxxx United and its Subsidiaries who become employees of TD Banknorth and its Subsidiaries (the “Continuing Employees”) shall be entitled to participate, effective as could not reasonably be expected soon as administratively practicable following the Effective Time, in each TD Banknorth Benefit Plan of general applicability to result, either individually or the same extent as similarly-situated employees of TD Banknorth and its Subsidiaries (it being understood that inclusion of the employees of Hxxxxx United and its Subsidiaries in the aggregate, TD Banknorth Benefit Plans may occur at different times with respect to different plans and that any grants to any former employee of Hxxxxx United or its Subsidiaries under any equity compensation plan of TD Banknorth shall be discretionary with TD Banknorth). To the extent that Continuing Employees are not entitled to participate in a Material Adverse Effect, (i) each Employee any TD Banknorth Benefit Plan and Foreign Pension Plan (and each related trust, insurance contract or fund) has been documented, funded and administered in compliance with all applicable Laws, including, without limitation, ERISA and the Code; (ii) the sponsor or adopting employer of each Employee Benefit Plan which is intended to qualify under Section 401(a) effective as of the Code has received Effective Time, such employees shall continue to participate in the corresponding employee benefit plan, program or timely applied for arrangement of Hxxxxx United and its Subsidiaries so as to ensure that there is not a favorable determination letter, lapse in participation or is entitled coverage (but in no event to rely on a favorable opinion letterprovide duplicate participation or coverage), as applicable, from the IRS indicating prior to participation in such TD Banknorth Benefit Plan, provided that such Employee in no event shall TD Banknorth be required to continue any employee benefit plan, program or arrangement of Hxxxxx United for which there is no corresponding TD Banknorth Benefit Plan. TD Banknorth shall cause each TD Banknorth Benefit Plan is so qualified in which Continuing Employees are eligible to participate to take into account for purposes of eligibility, vesting and nothing has occurred subsequent to benefit accruals under the issuance of such determination letter or opinion letter which would cause such Employee TD Banknorth Benefit Plan to lose its qualified status; (iii) no liability to the PBGC Plans (other than required premium payments)for benefit accruals under TD Banknorth’s defined benefit pension plan, the IRS, any Employee Benefit Plan or any Trust established under Title IV of ERISA has been or is expected to be incurred by any ERISA Party (other than contributions made to an Employee Benefit Plan or such Trust or expenses paid on their behalf, in each case in the ordinary course); (iv) no ERISA Event has occurred or is reasonably expected to occur; (vsupplemental retirement plan and supplemental retirement agreements) the present value service of such employees with Hxxxxx United and its Subsidiaries (and any predecessor entities) to the aggregate benefit liabilities under each Pension Plan (determined same extent as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation such service was credited generally for such Pension Plan) did purpose by Hxxxxx United and its Subsidiaries, provided, however, that such service shall not exceed be recognized to the aggregate current value extent that such recognition would result in a duplication of the assets of such Pension Plan; (vi) no ERISA Party is in “default” (as defined in Section 4219(c)(5) of ERISA) benefits with respect to payments to a Multiemployer Plan; (vii) no ERISA Party has incurred any obligation in connection with the termination of, or withdrawal from, any Foreign Pension Plan; and (viii) the present value same period of the accrued benefit liabilities (whether or not vested) under each Foreign Pension Plan, determined as of the end of Holdings’ and the Borrowers’ most recently ended Fiscal Year for which audited financial statements are available on the basis of the actuarial assumptions described in Holdings’ audited financial statements for such Fiscal Year, did not exceed the aggregate of (A) the current value of the assets of such Foreign Pension Plan allocable to such benefit liabilities and (B) the amount then reserved on Holdings’ consolidated balance sheet in respect of such liabilities (and such amount reserved on Holdings’ consolidated balance sheet does not constitute a material liability to Holdings and its Restricted Subsidiaries taken as a whole)service.

Employee Benefit Plans. Except as Each of the Borrower, the Subsidiaries and the ERISA Affiliates is in compliance with the applicable provisions of ERISA and the provisions of the Code relating to Plans and the regulations and published interpretations thereunder, except for such noncompliance that could not reasonably be expected to result, either individually or in the aggregate, in have a Material Adverse Effect, (i) each Employee Benefit Plan and Foreign Pension Plan (and each related trust, insurance contract or fund) has been documented, funded and administered in compliance with all applicable Laws, including, without limitation, ERISA and the Code; (ii) the sponsor or adopting employer of each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Code has received or timely applied for a favorable determination letter, or is entitled to rely on a favorable opinion letter, as applicable, from the IRS indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter or opinion letter which would cause such Employee Benefit Plan to lose its qualified status; (iii) no liability to the PBGC (other than required premium payments), the IRS, any Employee Benefit Plan or any Trust established under Title IV of ERISA has been or is expected to be incurred by any ERISA Party (other than contributions made to an Employee Benefit Plan or such Trust or expenses paid on their behalf, in each case in the ordinary course); (iv) no ERISA . No Reportable Event has occurred during the past five years as to which the Borrower, any Subsidiary or is any ERISA Affiliate was required to file a report with the PBGC, other than reports that have been filed and reports the failure of which to file could not reasonably be expected to occur; (v) have a Material Adverse Effect. As of the Restatement Date, the excess of the present value of the aggregate all benefit liabilities under each Pension Plan of the Borrower, the Subsidiaries and the ERISA Affiliates (determined based on those assumptions used to fund such Plan), as of the end of last annual valuation date applicable thereto for which a valuation is available, over the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan) did not exceed the aggregate current value of the assets of such Pension Plan; (vi) no ERISA Party is in “default” (as defined in Section 4219(c)(5) Plan could not reasonably be expected to have a Material Adverse Effect, and the excess of ERISA) with respect to payments to a Multiemployer Plan; (vii) no ERISA Party has incurred any obligation in connection with the termination of, or withdrawal from, any Foreign Pension Plan; and (viii) the present value of the accrued all benefit liabilities of all underfunded Plans (whether or not vestedbased on those assumptions used to fund each such Plan) under each Foreign Pension Plan, determined as of the end of Holdings’ and the Borrowers’ most recently ended Fiscal Year last annual valuation dates applicable thereto for which audited financial statements valuations are available on available, over the basis of the actuarial assumptions described in Holdings’ audited financial statements for such Fiscal Year, did not exceed the aggregate of (A) the current value of the assets of all such Foreign Pension underfunded Plans could not reasonably be expected to have a Material Adverse Effect. No event has occurred or circumstance exists with respect to any Multiemployer Plan allocable that could reasonably be expected to have a Material Adverse Effect. None of the Borrower, the Subsidiaries and the ERISA Affiliates has received any written notification that any Multiemployer Plan is in reorganization or has been terminated within the meaning of Title IV of ERISA, or has knowledge that any Multiemployer Plan is reasonably expected to be in reorganization or to be terminated, where such reorganization or termination has had or could reasonably be expected to have, through increases in the contributions required to be made to such benefit liabilities and (B) the amount then reserved on Holdings’ consolidated balance sheet in respect of such liabilities (and such amount reserved on Holdings’ consolidated balance sheet does not constitute Plan or otherwise, a material liability to Holdings and its Restricted Subsidiaries taken as a whole)Material Adverse Effect.

Employee Benefit Plans. Except in each case, as could would not reasonably be expected to result, either individually or in the aggregate, result in a Material Adverse Effect, (ia) each Employee Benefit Plan and Foreign Pension Plan (and each related trust, insurance contract or fund) has been documented, funded and administered in compliance with all applicable Laws, including, without limitation, no ERISA and the Code; (ii) the sponsor or adopting employer of each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Code has received or timely applied for a favorable determination letter, or is entitled to rely on a favorable opinion letter, as applicable, from the IRS indicating that such Employee Benefit Plan is so qualified and nothing Event has occurred subsequent or would reasonably be expected to the issuance of such determination letter or opinion letter which would cause such Employee Benefit Plan to lose its qualified status; occur, (iiib) no liability to the PBGC (other than required premium payments)) or the Internal Revenue Service in respect of any Employee Benefit Plan, the IRS, or to any Employee Benefit Plan or any Trust trust established under Title IV of ERISA has been or is would reasonably be expected to be incurred by Borrower or any of their respective ERISA Party Affiliates, and (other than contributions made to an Employee Benefit Plan or such Trust or expenses paid on their behalf, in each case in the ordinary course); (iv) no ERISA Event has occurred or is reasonably expected to occur; (vc) the actuarial present value of the aggregate all benefit liabilities under each Pension Plan (determined based on those assumptions that would be used to determine whether each such Pension Plan could be terminated in a standard termination under Section 4041(b) of ERISA) did not, as of the end of last annual valuation date prior to the most recent plan year date on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan) did not which this representation is made or deemed made, exceed the aggregate current value of the assets of such Pension Plan; (vi) no ERISA Party is in “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan; (vii) no ERISA Party has incurred any obligation in connection with the termination of, or withdrawal from, any Foreign Pension Plan; and (viii) the present value of the accrued benefit liabilities (whether or not vested) under each Foreign Pension Plan, determined as of the end of Holdings’ and the Borrowers’ most recently ended Fiscal Year for which audited financial statements are available on the basis of the actuarial assumptions described in Holdings’ audited financial statements for such Fiscal Year, did not exceed the aggregate of (A) the current value of the assets of such Foreign Pension Plan allocable to such benefit liabilities and accrued benefits. Except to the extent required under Section 4980B of the Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (Bthrough the purchase of insurance or otherwise) for any retired or former employee of Borrower or any of its respective ERISA Affiliates. As of the amount then reserved on Holdings’ consolidated balance sheet in respect most recent valuation date for each Multiemployer Plan for which an actuarial report is available, the potential liability of such liabilities (and such amount reserved on Holdings’ consolidated balance sheet does not constitute a material liability to Holdings Borrower and its Restricted Subsidiaries taken as ERISA Affiliates for a wholecomplete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISA, would not reasonably be expected to result in a Material Adverse Effect.

Employee Benefit Plans. Except as could not reasonably be expected to resultHoldings, either individually or in the aggregate, in a Material Adverse Effect, (i) each Employee Benefit Plan and Foreign Pension Plan (of its Subsidiaries and each related trust, insurance contract or fund) has been documented, funded and administered of their respective ERISA Affiliates are in compliance with all applicable Laws, including, without limitation, provisions and requirements of ERISA and the Code; (ii) Internal Revenue Code and the sponsor or adopting employer of regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan. Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received or timely applied for a favorable determination letter, or is entitled to rely on a favorable opinion letter, as applicable, letter from the IRS Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter or opinion letter which would cause such Employee Benefit Plan to lose its qualified status; (iii) no . No liability to the PBGC (other than required premium payments), the IRSInternal Revenue Service, any Employee Benefit Plan or any Trust trust established under Title IV of ERISA has been or is expected to be incurred by Holdings, any of its Subsidiaries or any of their ERISA Party (other than contributions made to an Employee Benefit Plan or such Trust or expenses paid on their behalf, in each case in the ordinary course); (iv) no Affiliates. No ERISA Event has occurred or is reasonably expected to occur; . Except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (vthrough the purchase of insurance or otherwise) the for any retired or former employee of Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by Holdings, any of its Subsidiaries or any of their ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan) ), did not exceed the aggregate current value of the assets of such Pension Plan; . As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of Holdings, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (viwithin the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) no of ERISA Party is zero. Holdings, each of its Subsidiaries and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan; (vii) no ERISA Party has incurred any obligation in connection with the termination of, or withdrawal from, any Foreign Pension Plan; and (viii) the present value of the accrued benefit liabilities (whether or not vested) under each Foreign Pension Plan, determined as of the end of Holdings’ and the Borrowers’ most recently ended Fiscal Year for which audited financial statements are available on the basis of the actuarial assumptions described in Holdings’ audited financial statements for such Fiscal Year, did not exceed the aggregate of (A) the current value of the assets of such Foreign Pension Plan allocable to such benefit liabilities and (B) the amount then reserved on Holdings’ consolidated balance sheet in respect of such liabilities (and such amount reserved on Holdings’ consolidated balance sheet does not constitute a material liability to Holdings and its Restricted Subsidiaries taken as a whole).

Employee Benefit Plans. Except as could not reasonably be expected to result, either individually or in the aggregate, in have a Material Adverse Effect, (ia) Parent, Borrower, each Employee Benefit Plan and Foreign Pension Plan (of their respective Subsidiaries and each related trust, insurance contract or fund) has been documented, funded and administered of their respective ERISA Affiliates are in compliance with all applicable Laws, including, without limitation, provisions and requirements of ERISA and the Code; Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, (iib) the sponsor or adopting employer of each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received or timely applied for a favorable determination letter, or is entitled to rely on a favorable opinion letter, as applicable, letter from the IRS Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Parent and Borrower, nothing has occurred subsequent to the issuance of such determination letter or opinion letter which would cause such Employee Benefit Plan to lose its qualified status; , (iiic) no liability to the PBGC (other than required premium payments), the IRSInternal Revenue Service, any Employee Benefit Plan or any Trust trust established under Title IV of ERISA has been or is expected to be incurred by Parent, Borrower, any of their respective Subsidiaries or any of their ERISA Party Affiliates, (other than contributions made to an Employee Benefit Plan or such Trust or expenses paid on their behalf, in each case in the ordinary course); (ivd) no ERISA Event has occurred or is reasonably expected to occur; occur and (ve) except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Parent, Borrower, any of their respective Subsidiaries or any of their respective ERISA Affiliates. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by Parent, Borrower, any of their respective Subsidiaries or any of their ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan) ), did not exceed the then-current aggregate current value of the assets of such Pension Plan; Plan by more than $70,000,000. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of Parent, Borrower, their respective Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (viwithin the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) no of ERISA, is not more than $70,000,000. Except as could not reasonably be expected to have a Material Adverse Effect, Parent, Borrower, each of their respective Subsidiaries and each of their ERISA Party is Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan; (vii) no ERISA Party has incurred any obligation in connection with the termination of, or withdrawal from, any Foreign Pension Plan; and (viii) the present value of the accrued benefit liabilities (whether or not vested) under each Foreign Pension Plan, determined as of the end of Holdings’ and the Borrowers’ most recently ended Fiscal Year for which audited financial statements are available on the basis of the actuarial assumptions described in Holdings’ audited financial statements for such Fiscal Year, did not exceed the aggregate of (A) the current value of the assets of such Foreign Pension Plan allocable to such benefit liabilities and (B) the amount then reserved on Holdings’ consolidated balance sheet in respect of such liabilities (and such amount reserved on Holdings’ consolidated balance sheet does not constitute a material liability to Holdings and its Restricted Subsidiaries taken as a whole).

Employee Benefit Plans. Except as Holdings, each of its Subsidiaries and each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan except for such violations which, individually or in the aggregate, could not reasonably be expected to result, either individually or in the aggregate, in have a Material Adverse Effect, (i) each Employee Benefit Plan and Foreign Pension Plan (and each related trust, insurance contract or fund) has been documented, funded and administered in compliance with all applicable Laws, including, without limitation, ERISA and the Code; (ii) the sponsor or adopting employer of each . Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received or timely applied for a favorable determination letter, or is entitled to rely on a favorable opinion letter, as applicable, from the IRS indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter or opinion letter which would cause such Employee Benefit Plan to lose its qualified status; (iii) no qualified. No material liability to the PBGC (other than required premium payments), the IRSInternal Revenue Service, any Employee Benefit Plan or any Trust established under Title IV of ERISA has been or is expected to be incurred by Holdings, any of its Subsidiaries or any of their ERISA Party (other than contributions made to an Employee Benefit Plan or such Trust or expenses paid on their behalf, in each case in the ordinary course); (iv) no Affiliates. No ERISA Event has occurred or is reasonably expected to occur; (v) . Except to the present value extent required under Section 4980B of the aggregate benefit liabilities under each Pension Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (determined as through the purchase of the end insurance or otherwise) for any retired or former employee of Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates. As of the most recent plan year on valuation date for any Pension Plan, the basis amount of unfunded benefit liabilities (as defined in Section 4001(a)(18) of ERISA), individually or in the actuarial assumptions specified aggregate for funding all Pension Plans (excluding for purposes in of such computation any Pension Plans with respect to which assets exceed benefit liabilities), does not exceed $1,000,000. As of the most recent valuation date for each Multiemployer Plan for which the actuarial valuation report is available, the potential liability of Holdings, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Pension PlanMultiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) did of ERISA, does not exceed $1,000,000. Holdings, each of its Subsidiaries and each of their ERISA Affiliates have complied with the aggregate current value requirements of the assets Section 515 of such Pension Plan; (vi) no ERISA Party is with respect to each Multiemployer Plan and are not in “material "default” " (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan; (vii) no ERISA Party has incurred any obligation in connection with the termination of, or withdrawal from, any Foreign Pension Plan; and (viii) the present value of the accrued benefit liabilities (whether or not vested) under each Foreign Pension Plan, determined as of the end of Holdings’ and the Borrowers’ most recently ended Fiscal Year for which audited financial statements are available on the basis of the actuarial assumptions described in Holdings’ audited financial statements for such Fiscal Year, did not exceed the aggregate of (A) the current value of the assets of such Foreign Pension Plan allocable to such benefit liabilities and (B) the amount then reserved on Holdings’ consolidated balance sheet in respect of such liabilities (and such amount reserved on Holdings’ consolidated balance sheet does not constitute a material liability to Holdings and its Restricted Subsidiaries taken as a whole).

Employee Benefit Plans. Except as could would not reasonably be expected to result, either individually or in the aggregate, result in a Material Adverse Effect, (i) Issuer, its Subsidiaries and each of their respective ERISA Affiliates are in compliance in all respects with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan and Foreign Pension Plan (and each related trust, insurance contract or fund) has been documented, funded and administered in compliance with all applicable Laws, including, without limitation, ERISA and the Code; (ii) the sponsor or adopting employer of each respects. Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received or timely applied for either (i) is a favorable determination letter, or is prototype plan entitled to rely on the opinion letter issued by the Internal Revenue Service as to the qualified status of such plan under Section 401(a) of the Internal Revenue Code or (ii) has received a favorable opinion letter, as applicable, determination letter from the IRS Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and qualified, and, in each such case, nothing has occurred subsequent to the issuance of such determination letter or opinion letter which that would cause such Employee Benefit Plan to lose its qualified status; (iii) no . No liability to the PBGC (other than required premium payments), ) or the IRS, any Employee Benefit Plan or any Trust established under Title IV of ERISA Internal Revenue Service has been or is expected to be incurred by Issuer, any of its Subsidiaries or any of their respective ERISA Party (other than contributions made Affiliates with respect to an any Employee Benefit Plan or such Trust or expenses paid on their behalf, in each case in the ordinary course); (iv) no except as could not reasonably be expected to have a Material Adverse Effect. No ERISA Event has occurred or is reasonably expected to occur; , where such ERISA Event, individually or in the aggregate, could reasonably be expected to result in an aggregate liability to Issuer, its Subsidiaries and their respective ERISA Affiliates in excess of $2,000,000. Except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, or otherwise funded entirely by the participants thereof, no Employee Benefit Plan provides health or welfare benefits (vthrough the purchase of insurance or otherwise) the for any retired or former employee of Issuer, any of its Subsidiaries or any of their respective ERISA Affiliates. The present value of the aggregate benefit liabilities under each Pension Plan (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan) ), did not exceed the aggregate current fair market value of the assets of such Pension Plan; Plan by more than a material amount. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of Issuer, its Subsidiaries and their respective ERISA Affiliates for a complete or partial withdrawal from such Multiemployer Plan (vi) no ERISA Party is in “default” (as defined in within the meaning of Section 4219(c)(5) 4203 or Section 4205 of ERISA) ), when aggregated with respect such potential liability for a complete or partial withdrawal from all Multiemployer Plans, is an amount that could not reasonably be expected to payments exceed $2,000,000. The execution and delivery of this Agreement and the issuance and sale of the Notes hereunder will not involve any transaction that is subject to a Multiemployer Plan; (vii) no the prohibitions of Section 406 of ERISA Party has incurred any obligation or in connection with the termination of, or withdrawal from, any Foreign Pension Plan; and (viiiwhich a tax could be imposed pursuant to Section 4975(c)(1)(A)-(D) the present value of the accrued benefit liabilities (whether or not vested) under Internal Revenue Code. The representation by each Foreign Pension Plan, determined Note Party to each Holder in the preceding sentence is made in reliance upon and subject to the accuracy of such Holder’s representation in Section 5.5 as to the sources of the end of Holdings’ and funds used to pay the Borrowers’ most recently ended Fiscal Year for which audited financial statements are available on the basis purchase price of the actuarial assumptions described in Holdings’ audited financial statements for Notes to be purchased by such Fiscal Year, did not exceed the aggregate of (A) the current value of the assets of such Foreign Pension Plan allocable to such benefit liabilities and (B) the amount then reserved on Holdings’ consolidated balance sheet in respect of such liabilities (and such amount reserved on Holdings’ consolidated balance sheet does not constitute a material liability to Holdings and its Restricted Subsidiaries taken as a whole)Holder.

Employee Benefit Plans. Except as could not reasonably be expected The Borrower, each Restricted Subsidiary and each of their respective ERISA Affiliates is in compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to resulteach Employee Benefit Plan, either and has performed all its obligations under each Employee Benefit Plan, except where such failure to comply or perform, individually or in the aggregate, in would not reasonably be expected to have a Material Adverse Effect, (i) each Employee Benefit Plan and Foreign Pension Plan (and each related trust, insurance contract or fund) has been documented, funded and administered in compliance with all applicable Laws, including, without limitation, ERISA and the Code; (ii) the sponsor or adopting employer of each . Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received or timely applied for a favorable determination letter, letter or is entitled to rely on a favorable opinion letter, as applicable, letter from the IRS indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter or opinion letter which would cause such Employee Benefit Plan to lose its qualified status; (iii) no . No liability to the PBGC (other than required premium payments), the IRS, any Employee Benefit Plan or any Trust trust established under Title IV of ERISA has been or is expected to be incurred by the Borrower, any Restricted Subsidiary or any of their respective ERISA Party (other than contributions made to an Employee Benefit Plan Affiliates, except as would not, individually or such Trust or expenses paid on their behalf, in each case in the ordinary course); (iv) no aggregate, reasonably be expected to have a Material Adverse Effect. No ERISA Event or Foreign Plan Event has occurred or is reasonably expected to occur; , except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (vthrough the purchase of insurance or otherwise) for any retired or former employee of the Borrower, any Restricted Subsidiary or any of their respective ERISA Affiliates. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by the Borrower, any Restricted Subsidiary or any of their respective ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified used for funding purposes in the most recent actuarial valuation for such Pension Plan) of Accounting Standards Codification Topic 715), did not exceed the aggregate current value of the assets of such Pension Plan; . As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of the Borrower, the Restricted Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (viwithin the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) no of ERISA Party is zero. The Borrower, each Restricted Subsidiary and each of their respective ERISA Affiliates is not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan; (vii) no ERISA Party has incurred any obligation in connection with the termination of, or withdrawal from, any Foreign Pension Plan; and (viii) the present value . None of the accrued benefit liabilities Borrower or any of its Subsidiaries is an entity deemed to hold “plan assets” (whether or not vestedwithin the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) under each Foreign Pension Plan, determined as of the end of Holdings’ and the Borrowers’ most recently ended Fiscal Year for which audited financial statements are available on the basis of the actuarial assumptions described in Holdings’ audited financial statements for such Fiscal Year, did not exceed the aggregate of (A) the current value of the assets of such Foreign Pension Plan allocable to such benefit liabilities and (B) the amount then reserved on Holdings’ consolidated balance sheet in respect of such liabilities (and such amount reserved on Holdings’ consolidated balance sheet does not constitute a material liability to Holdings and its Restricted Subsidiaries taken as a wholeERISA).

Employee Benefit Plans. Except as could not reasonably Each contribution required to be expected made to resulta Guaranteed Pension Plan, either individually whether required to be made to satisfy the minimum funding requirements or in to avoid the aggregateincurrence of, in a Material Adverse Effectthe notice or lien provisions of §303(k) of ERISA, (i) each Employee Benefit Plan and Foreign Pension Plan (and each related trustor otherwise, insurance contract or fund) has been documented, funded and administered in compliance timely made. No minimum funding waiver has been requested with all applicable Laws, including, without limitation, ERISA and the Code; (ii) the sponsor or adopting employer of each Employee Benefit Plan which is intended respect to qualify under Section 401(a) of the Code has received or timely applied for a favorable determination letter, or is entitled to rely on a favorable opinion letter, as applicable, from the IRS indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter or opinion letter which would cause such Employee Benefit Plan to lose its qualified status; (iii) no any Guaranteed Pension Plan. No liability to the PBGC (other than required premium payments)insurance premiums, all of which have been paid) has been incurred by the IRS, any Employee Benefit Plan Company or any Trust established under Title IV of ERISA Affiliate with respect to any Guaranteed Pension Plan and there has not been or is expected to be incurred by any ERISA Party Reportable Event, or any other event or condition which presents a material risk of termination of any Guaranteed Pension Plan by the PBGC. Based on the latest valuation of each Guaranteed Pension Plan (other than contributions made to an Employee Benefit Plan or such Trust or expenses paid on their behalf, which in each case occurred within fifteen (15) months of the date of the representation), and on the actuarial methods and assumptions employed for that valuation, the aggregate benefit liabilities of all such Guaranteed Pension Plans within the meaning of §4001 of ERISA did not exceed the aggregate value of the assets of all such Guaranteed Pension Plans by more than $100,000,000, disregarding for this purpose the benefit liabilities and assets of any Guaranteed Pension Plan with assets in excess of benefit liabilities. The administrator of any Guaranteed Pension Plan has not provided notice of an intent to terminate such Guaranteed Pension Plan, pursuant to Section 4041(a)(2) of ERISA (including any such notice with respect to a plan amendment referred to in Section 4041(e) of ERISA). The conditions for imposition of a lien under Section 303(k) of ERISA have not been met with respect to any Guaranteed Pension Plan. A determination that any Guaranteed Pension Plan is in “at risk” status (within the ordinary course); (ivmeaning of Section 303 of ERISA) no has not been made. The PBGC has not instituted proceedings to terminate a Guaranteed Pension Plan pursuant to Section 4042 of ERISA, nor has any event or condition described in Section 4042 of ERISA Event that constitutes grounds for the termination of, or the appointment of a trustee to administer, such Guaranteed Pension Plan occurred. Neither the Company nor any ERISA Affiliate has occurred incurred or is reasonably expected to occur; (v) incur any Withdrawal Liability to a Multiemployer Plan which would be reasonably expected to result in a liability of more than $100,000,000. Neither the present value Company nor any ERISA Affiliate has been notified by the sponsor of the aggregate benefit liabilities under each Pension a Multiemployer Plan (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for that such Pension Plan) did not exceed the aggregate current value of the assets of such Pension Plan; (vi) no ERISA Party Multiemployer Plan is in “default” reorganization (as defined in within the meaning of Section 4219(c)(5) 4241 of ERISA), insolvent (within the meaning of Section 4245 of ERISA) with respect or has been determined to payments to a Multiemployer Plan; (vii) no ERISA Party has incurred any obligation be in connection with “endangered” or “critical” status within the termination of, or withdrawal from, any Foreign Pension Plan; and (viii) the present value meaning of Section 432 of the accrued benefit liabilities (whether Code or not vested) under each Foreign Pension Plan, determined as Section 305 of the end of HoldingsERISA and no Multiemployer Plan is reasonably expected to be in “endangered” or” "critical’ and the Borrowers’ most recently ended Fiscal Year for which audited financial statements are available on the basis of the actuarial assumptions described in Holdings’ audited financial statements for such Fiscal Year, did not exceed the aggregate of (A) the current value of the assets of such Foreign Pension Plan allocable to such benefit liabilities and (B) the amount then reserved on Holdings’ consolidated balance sheet in respect of such liabilities (and such amount reserved on Holdings’ consolidated balance sheet does not constitute a material liability to Holdings and its Restricted Subsidiaries taken as a whole)status.

Employee Benefit Plans. Except as could not reasonably be expected to result, (either individually or in the aggregate, ) to result in a Material Adverse Effectliability to the Credit Parties in excess of $2,500,000 at any time, (ia) each Borrower, each of its Restricted Subsidiaries and each of their respective ERISA Affiliates are in compliance in all material respects with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan Plan, and Foreign Pension Plan have performed all their obligations under each Employee Benefit Plan, (and each related trust, insurance contract or fundb) has been documented, funded and administered in compliance with all applicable Laws, including, without limitation, ERISA and the Code; (ii) the sponsor or adopting employer of each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received or timely applied for a favorable determination letter, or is entitled to rely on a favorable opinion letter, as applicable, letter from the IRS Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter or opinion letter which would cause such Employee Benefit Plan to lose its qualified status; , (iiic) no liability to the PBGC (other than required premium payments), the IRSInternal Revenue Service, any Employee Benefit Plan or any Trust trust established under Title IV of ERISA has been or is expected to be incurred by any Borrower, any of its Restricted Subsidiaries or any of their ERISA Party Affiliates, (other than contributions made to an Employee Benefit Plan or such Trust or expenses paid on their behalf, in each case in the ordinary course); (ivd) no ERISA Event has occurred or is reasonably expected to occur; , (ve) except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of any Borrower, any of its Restricted Subsidiaries or any of their respective ERISA Affiliates, (f) the present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by any Borrower, any of its Restricted Subsidiaries or any of their ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan) ), did not exceed the aggregate current value of the assets of such Pension Plan; , (vig) no as of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of each Borrower, its Restricted Subsidiaries and their respective ERISA Party Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, is zero, and (h) each Borrower, each of its Restricted Subsidiaries and each of their ERISA Affiliates, where applicable, have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan; (vii) no ERISA Party has incurred any obligation in connection with the termination of, or withdrawal from, any Foreign Pension Plan; and (viii) the present value of the accrued benefit liabilities (whether or not vested) under each Foreign Pension Plan, determined as of the end of Holdings’ and the Borrowers’ most recently ended Fiscal Year for which audited financial statements are available on the basis of the actuarial assumptions described in Holdings’ audited financial statements for such Fiscal Year, did not exceed the aggregate of (A) the current value of the assets of such Foreign Pension Plan allocable to such benefit liabilities and (B) the amount then reserved on Holdings’ consolidated balance sheet in respect of such liabilities (and such amount reserved on Holdings’ consolidated balance sheet does not constitute a material liability to Holdings and its Restricted Subsidiaries taken as a whole).

Employee Benefit Plans. Except as could not reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect, (i) each Employee Benefit Plan and Foreign Pension Plan (Holdings and each related trust, insurance contract or fund) has been documented, funded and administered of its Subsidiaries are in material compliance with all applicable Laws, including, without limitation, provisions and requirements of ERISA and the Code; (ii) Internal Revenue Code and the sponsor or adopting employer of regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan. Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received or timely applied for a favorable determination letter, or is entitled to rely on a favorable opinion letter, as applicable, letter from the IRS Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter which has caused or opinion letter which would reasonably be expected to cause such Employee Benefit Plan to lose its qualified status; (iii) no . No liability to the PBGC (other than required premium payments), the IRS, any Employee Benefit Plan or any Trust established under Title IV of ERISA ) has been or is expected to be incurred by Holdings, any of its Subsidiaries or any of their ERISA Party (other than contributions made Affiliates with respect to an Employee Benefit Plan any Pension Plan. Neither Holdings nor any of its Subsidiaries nor any of their ERISA Affiliates has engaged in a non-exempt prohibited transaction described in Section 406 of ERISA or such Trust or expenses paid Section 4975 of the Internal Revenue Code. Except as set forth on their behalfSchedule 4.20, in each case in the ordinary course); (iv) no ERISA Event has occurred or is reasonably expected to occur; . Except as set forth on Schedule 4.20, and except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, or otherwise funded entirely by the participants thereof, no Employee Benefit Plan provides health or welfare benefits (vthrough the purchase of insurance or otherwise) the for any retired or former employee of Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by Holdings, any of its Subsidiaries or any of their ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan) ), did not exceed the aggregate current value of the assets of such Pension Plan; . As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of Holdings, its Subsidiaries and their respective ERISA Affiliates for a complete or partial withdrawal from such Multiemployer Plan (vi) no within the meaning of Section 4203 or Section 4205 of ERISA), when aggregated with such potential liability for a complete or partial withdrawal from all Multiemployer Plans, is zero. Except as set forth on Schedule 4.20, Holdings, each of its Subsidiaries and each of their ERISA Party is Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan; (vii) no ERISA Party has incurred any obligation in connection with the termination of, or withdrawal from, any Foreign Pension Plan; and (viii) the present value of the accrued benefit liabilities (whether or not vested) under each Foreign Pension Plan, determined as of the end of Holdings’ and the Borrowers’ most recently ended Fiscal Year for which audited financial statements are available on the basis of the actuarial assumptions described in Holdings’ audited financial statements for such Fiscal Year, did not exceed the aggregate of (A) the current value of the assets of such Foreign Pension Plan allocable to such benefit liabilities and (B) the amount then reserved on Holdings’ consolidated balance sheet in respect of such liabilities (and such amount reserved on Holdings’ consolidated balance sheet does not constitute a material liability to Holdings and its Restricted Subsidiaries taken as a whole).

Employee Benefit Plans. Except as could not reasonably be expected to result, either individually or in the aggregate, in have a Material Adverse Effect, (ia) Parent, each Employee Benefit Plan and Foreign Pension Plan (of its Subsidiaries and each related trust, insurance contract or fund) has been documented, funded and administered of their respective ERISA Affiliates are in compliance with all applicable Lawsprovisions and requirements of applicable law, including, without limitation, ERISA and the CodeInternal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan; (iib) the sponsor or adopting employer of each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received or timely applied for a favorable determination letter, or is entitled to rely on a favorable opinion letter, as applicable, letter from the IRS Internal Revenue Service indicating that such Employee Benefit Plan is so qualified qualified, and nothing has occurred subsequent to the issuance each trust forming a part of such determination letter or opinion letter which would cause any such Employee Benefit Plan that is intended to lose its qualified statusqualify for exemption from taxation under Section 501(a) of the Internal Revenue Code is so exempt; (iiic) no liability to the PBGC (other than required premium payments), the IRSInternal Revenue Service, any Employee Benefit Plan or any Trust trust established under Title IV of ERISA has been or is expected to be incurred by Parent, any of its Subsidiaries or any of their ERISA Party (other than contributions made to an Employee Benefit Plan or such Trust or expenses paid on their behalf, in each case in the ordinary course)Affiliates; (ivd) no ERISA Event has occurred or is reasonably expected to occur; (ve) except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Parent, any of its Subsidiaries or any of their respective ERISA Affiliates; (f) the present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by Parent, any of its Subsidiaries or any of their ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan) ), did not exceed the aggregate current value of the assets of such Pension Plan; (vig) no as of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of Parent, its Subsidiaries and their respective ERISA Party Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISA is zero; and (h) Parent, each of its Subsidiaries and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan; (vii) no ERISA Party has incurred any obligation in connection with the termination of, or withdrawal from, any Foreign Pension Plan; and (viii) the present value of the accrued benefit liabilities (whether or not vested) under each Foreign Pension Plan, determined as of the end of Holdings’ and the Borrowers’ most recently ended Fiscal Year for which audited financial statements are available on the basis of the actuarial assumptions described in Holdings’ audited financial statements for such Fiscal Year, did not exceed the aggregate of (A) the current value of the assets of such Foreign Pension Plan allocable to such benefit liabilities and (B) the amount then reserved on Holdings’ consolidated balance sheet in respect of such liabilities (and such amount reserved on Holdings’ consolidated balance sheet does not constitute a material liability to Holdings and its Restricted Subsidiaries taken as a whole).

Employee Benefit Plans. Except as could not reasonably be expected Borrower and its Restricted Subsidiaries are in material compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to resulteach Employee Benefit Plan, either individually or in the aggregate, in a Material Adverse Effect, (i) and have performed all their obligations under each Employee Benefit Plan and Foreign Pension Plan (and each related trust, insurance contract or fund) has been documented, funded and administered in compliance with all applicable Laws, including, without limitation, ERISA and the Code; (ii) the sponsor or adopting employer of each material respects. Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received or timely applied for a favorable determination letter, or is entitled to rely on a favorable opinion letter, as applicable, letter from the IRS Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter or opinion letter which would cause such Employee Benefit Plan to lose its qualified status; (iii) no . No liability to the PBGC (other than required premium payments), the IRSInternal Revenue Service, any Employee Benefit Plan or any Trust trust established under Title IV of ERISA has been or is expected to be incurred by Borrower or any ERISA Party (other than contributions made to an Employee Benefit Plan or such Trust or expenses paid on their behalf, in each case in the ordinary course); (iv) no of its Restricted Subsidiaries. No ERISA Event has occurred or is reasonably expected to occur; . Except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (vthrough the purchase of insurance or otherwise) the for any retired or former employee of Borrower or any of its Restricted Subsidiaries. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by Borrower or any of its Restricted Subsidiaries (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan) ), did not exceed the aggregate current value of the assets of such Pension Plan; . As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of Borrower and its Restricted Subsidiaries for a complete withdrawal from such Multiemployer Plan (viwithin the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) no of ERISA Party is zero. Borrower and its Restricted Subsidiaries have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan; (vii) no ERISA Party has incurred any obligation in connection with the termination of, or withdrawal from, any Foreign Pension Plan; and (viii) the present value of the accrued benefit liabilities (whether or not vested) under each Foreign Pension Plan, determined as of the end of Holdings’ and the Borrowers’ most recently ended Fiscal Year for which audited financial statements are available on the basis of the actuarial assumptions described in Holdings’ audited financial statements for such Fiscal Year, did not exceed the aggregate of (A) the current value of the assets of such Foreign Pension Plan allocable to such benefit liabilities and (B) the amount then reserved on Holdings’ consolidated balance sheet in respect of such liabilities (and such amount reserved on Holdings’ consolidated balance sheet does not constitute a material liability to Holdings and its Restricted Subsidiaries taken as a whole).

Employee Benefit Plans. Except as The Borrower and each Restricted Subsidiary is in compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations with respect to each Employee Benefit Plan, and has performed all its obligations under each Employee Benefit Plan, except where such failure to comply or perform, individually or in the aggregate, could not reasonably be expected to result, either individually or in the aggregate, in have a Material Adverse Effect, (i) each Employee Benefit Plan and Foreign Pension Plan (and each related trust, insurance contract or fund) has been documented, funded and administered in compliance with all applicable Laws, including, without limitation, ERISA and the Code; (ii) the sponsor or adopting employer of each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Code has received or timely applied for a favorable determination letter, or is entitled to rely on a favorable opinion letter, as applicable, from the IRS indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter or opinion letter which would cause such Employee Benefit Plan to lose its qualified status; (iii) no . No liability to the PBGC (other than required premium payments), the IRS, ) with respect to any Employee Benefit Pension Plan or any Trust established under Title IV of ERISA has been or is expected to be incurred by the Borrower, any Restricted Subsidiary or any of their respective ERISA Party (other than contributions made to an Employee Benefit Plan Affiliates, except as could not, individually or such Trust or expenses paid on their behalf, in each case in the ordinary course); (iv) no aggregate, reasonably be expected to have a Material Adverse Effect. No ERISA Event has occurred or is reasonably expected to occur that, alone or together with any other ERISA Events that have occurred or are reasonably expected to occur; (v) the , could reasonably be expected to have a Material Adverse Effect. The present value of the aggregate benefit liabilities under each Pension Plan (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan) ), did not exceed the aggregate current value of the assets of such Pension Plan; Plan by an amount that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of the Borrower, the Restricted Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (vi) no within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, could not reasonably be expected to have a Material Adverse Effect. The Borrower, each Restricted Subsidiary and each of their respective ERISA Party Affiliates has complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and is not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan; (vii) no ERISA Party has incurred any obligation , except where such failure to comply or such default, individually or in connection with the termination ofaggregate, or withdrawal from, any Foreign Pension Plan; and (viii) the present value of the accrued benefit liabilities (whether or could not vested) under each Foreign Pension Plan, determined as of the end of Holdings’ and the Borrowers’ most recently ended Fiscal Year for which audited financial statements are available on the basis of the actuarial assumptions described in Holdings’ audited financial statements for such Fiscal Year, did not exceed the aggregate of (A) the current value of the assets of such Foreign Pension Plan allocable reasonably be expected to such benefit liabilities and (B) the amount then reserved on Holdings’ consolidated balance sheet in respect of such liabilities (and such amount reserved on Holdings’ consolidated balance sheet does not constitute have a material liability to Holdings and its Restricted Subsidiaries taken as a whole)Material Adverse Effect.

Employee Benefit Plans. Except as The Borrower and each Restricted Subsidiary is in compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations with respect to each Employee Benefit Plan, and has performed all its obligations under each Employee Benefit Plan, except where such failure to comply or perform, individually or in the aggregate, could not reasonably be expected to result, either individually or in the aggregate, in have a Material Adverse Effect, (i) each Employee Benefit Plan and Foreign Pension Plan (and each related trust, insurance contract or fund) has been documented, funded and administered in compliance with all applicable Laws, including, without limitation, ERISA and the Code; (ii) the sponsor or adopting employer of each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Code has received or timely applied for a favorable determination letter, or is entitled to rely on a favorable opinion letter, as applicable, from the IRS indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter or opinion letter which would cause such Employee Benefit Plan to lose its qualified status; (iii) no . No liability to the PBGC (other than required premium payments), the IRS, ) with respect to any Employee Benefit Pension Plan or any Trust established under Title IV of ERISA has been or is expected to be incurred by the Borrower, any Restricted Subsidiary or any of their respective ERISA Party (other than contributions made to an Employee Benefit Plan Affiliates, except as could not, individually or such Trust or expenses paid on their behalf, in each case in the ordinary course); (iv) no aggregate, reasonably be expected to have a Material Adverse Effect. No ERISA Event has occurred or is reasonably expected to occur that, alone or together with any other ERISA Events that have occurred or are reasonably expected to occur; (v) the , could reasonably be expected to have a Material Adverse Effect. The present value of the aggregate benefit liabilities under each Pension Plan (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan) ), did not exceed the aggregate current value of the assets of such Pension Plan; Plan by an amount that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of the Borrower, the Restricted Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (viwithin the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) no of ERISA, could not reasonably be expected to have a Material Adverse Effect. The Borrower, each Restricted Subsidiary and each of their respective ERISA Party Affiliates has complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and is not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan; (vii) no ERISA Party has incurred any obligation , except where such failure to comply or such default, individually or in connection with the termination ofaggregate, or withdrawal from, any Foreign Pension Plan; and (viii) the present value of the accrued benefit liabilities (whether or could not vested) under each Foreign Pension Plan, determined as of the end of Holdings’ and the Borrowers’ most recently ended Fiscal Year for which audited financial statements are available on the basis of the actuarial assumptions described in Holdings’ audited financial statements for such Fiscal Year, did not exceed the aggregate of (A) the current value of the assets of such Foreign Pension Plan allocable reasonably be expected to such benefit liabilities and (B) the amount then reserved on Holdings’ consolidated balance sheet in respect of such liabilities (and such amount reserved on Holdings’ consolidated balance sheet does not constitute have a material liability to Holdings and its Restricted Subsidiaries taken as a whole)Material Adverse Effect.

Employee Benefit Plans. (a) Except as would not reasonably be expected to have a Material Adverse Effect, each of Holdings, the Restricted Subsidiaries and the ERISA Affiliates is in compliance with the applicable provisions of ERISA and the provisions of the Code relating to Employee Benefit Plans and the regulations and published interpretations thereunder and any similar applicable non-U.S. law. No Reportable Event has occurred during the past five years as to which Holdings, any of the Restricted Subsidiaries or any ERISA Affiliate was required to file a report with the PBGC, other than reports that have been filed and reports the failure of which to file could not reasonably be expected to resulthave a Material Adverse Effect. The excess of the present value of all benefit liabilities under each Plan of Holdings, either individually or in the aggregateSubsidiaries and the ERISA Affiliates (based on those assumptions used to fund such Plan), in as of the last annual valuation date applicable thereto for which a valuation is available, over the value of the assets of such Plan could not reasonably be expected to have a Material Adverse Effect, (i) each Employee Benefit Plan and Foreign Pension Plan (and each related trust, insurance contract or fund) has been documented, funded and administered in compliance with all applicable Laws, including, without limitation, ERISA and the Code; (ii) the sponsor or adopting employer of each Employee Benefit Plan which is intended to qualify under Section 401(a) excess of the Code has received or timely applied present value of all benefit liabilities of all underfunded Plans (based on those assumptions used to fund each such Plan) as of the last annual valuation dates applicable thereto for a favorable determination letterwhich valuations are available, or is entitled to rely on a favorable opinion letter, as applicable, from over the IRS indicating that value of the assets of all such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter or opinion letter which would cause such Employee Benefit Plan to lose its qualified status; (iii) no liability to the PBGC (other than required premium payments), the IRS, any Employee Benefit Plan or any Trust established under Title IV of ERISA has been or is underfunded Plans could not reasonably be expected to be incurred by any ERISA Party (other than contributions made to an Employee Benefit Plan or such Trust or expenses paid on their behalf, in each case in the ordinary course); (iv) no have a Material Adverse Effect. No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events which have occurred or for which liability is reasonably expected to occur; (v) , could reasonably be expected to result in a Material Adverse Effect. None of Holdings, the present value of Restricted Subsidiaries and the aggregate benefit liabilities under each Pension ERISA Affiliates has received any written notification that any Multiemployer Plan (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan) did not exceed the aggregate current value of the assets of such Pension Plan; (vi) no ERISA Party is in “default” (as defined in Section 4219(c)(5) reorganization or has been terminated within the meaning of Title IV of ERISA) with respect to payments to a Multiemployer Plan; (vii) no ERISA Party has incurred any obligation in connection with the termination of, or withdrawal fromhas knowledge that any Multiemployer Plan is reasonably expected to be in reorganization or to be terminated, any Foreign Pension Plan; and (viii) the present value of the accrued benefit liabilities (whether where such reorganization or not vested) under each Foreign Pension Plan, determined as of the end of Holdings’ and the Borrowers’ most recently ended Fiscal Year for which audited financial statements are available on the basis of the actuarial assumptions described in Holdings’ audited financial statements for such Fiscal Year, did not exceed the aggregate of (A) the current value of the assets of such Foreign Pension Plan allocable termination has had or could reasonably be expected to such benefit liabilities and (B) the amount then reserved on Holdings’ consolidated balance sheet in respect of such liabilities (and such amount reserved on Holdings’ consolidated balance sheet does not constitute have a material liability to Holdings and its Restricted Subsidiaries taken as a whole)Material Adverse Effect.

Employee Benefit Plans. Except as (a) The Borrower and each Restricted Subsidiary is in compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations with respect to each Employee Benefit Plan, and has performed all its obligations under each Employee Benefit Plan, except where such failure to comply or perform, individually or in the aggregate, could not reasonably be expected to result, either individually or in the aggregate, in have a Material Adverse Effect, (i) each Employee Benefit Plan and Foreign Pension Plan (and each related trust, insurance contract or fund) has been documented, funded and administered in compliance with all applicable Laws, including, without limitation, ERISA and the Code; (ii) the sponsor or adopting employer of each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Code has received or timely applied for a favorable determination letter, or is entitled to rely on a favorable opinion letter, as applicable, from the IRS indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter or opinion letter which would cause such Employee Benefit Plan to lose its qualified status; (iii) no . No liability to the PBGC (other than required premium payments), the IRS, ) with respect to any Employee Benefit Pension Plan or any Trust established under Title IV of ERISA has been or is expected to be incurred by the Borrower, any Restricted Subsidiary or any of their respective ERISA Party Affiliates (other than contributions made with respect to an Employee Benefit Plan ERISA Affiliates, solely to the extent that could reasonably be expected to result in material liability to the Borrower and the Restricted Subsidiaries taken as a whole), except as could not, individually or such Trust or expenses paid on their behalf, in each case in the ordinary course); (iv) no aggregate, reasonably be expected to have a Material Adverse Effect. No ERISA Event has occurred or is reasonably expected to occur that, alone or together with any other ERISA Events that have occurred or are reasonably expected to occur; (v) the , could reasonably be expected to have a Material Adverse Effect. The present value of the aggregate benefit liabilities under each Pension Plan (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan) ), did not exceed the aggregate current value of the assets of such Pension Plan; Plan by an amount that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of the Borrower and the Restricted Subsidiaries and any of their respective ERISA Affiliates (viwith respect to ERISA Affiliates, solely to the extent that could reasonably be expected to result in material liability to the Borrower and the Restricted Subsidiaries taken as a whole) no for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISA, could not reasonably be expected to have a Material Adverse Effect. The Borrower and each Restricted Subsidiary and each of their respective ERISA Party Affiliates (with respect to ERISA Affiliates, solely to the extent that could reasonably be expected to result in material liability to the Borrower and the Restricted Subsidiaries taken as a whole) has complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and is not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan; (vii) no ERISA Party has incurred any obligation , except where such failure to comply or such default, individually or in connection with the termination ofaggregate, or withdrawal from, any Foreign Pension Plan; and (viii) the present value of the accrued benefit liabilities (whether or could not vested) under each Foreign Pension Plan, determined as of the end of Holdings’ and the Borrowers’ most recently ended Fiscal Year for which audited financial statements are available on the basis of the actuarial assumptions described in Holdings’ audited financial statements for such Fiscal Year, did not exceed the aggregate of (A) the current value of the assets of such Foreign Pension Plan allocable reasonably be expected to such benefit liabilities and (B) the amount then reserved on Holdings’ consolidated balance sheet in respect of such liabilities (and such amount reserved on Holdings’ consolidated balance sheet does not constitute have a material liability to Holdings and its Restricted Subsidiaries taken as a whole)Material Adverse Effect.

Employee Benefit Plans. Except as Borrower, its Subsidiaries and each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, except where such noncompliance or nonperformance could not reasonably be expected to resultnot, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effectmaterial liability to the Borrower, (i) each Employee Benefit Plan and Foreign Pension Plan (and each related trust, insurance contract any of its Subsidiaries or fund) has been documented, funded and administered in compliance with all applicable Laws, including, without limitation, any of their respective ERISA and the Code; (ii) the sponsor or adopting employer of each Affiliates. Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received or timely applied for a favorable determination letter, or is entitled to rely on a favorable opinion letter, as applicable, letter from the IRS Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter or opinion letter which would reasonably be expected to cause such Employee Benefit Plan to lose its qualified status; (iii) no liability to the PBGC (other than required premium payments), the IRS, any Employee Benefit Plan or any Trust established under Title IV of ERISA has been or is expected to be incurred by any ERISA Party (other than contributions made to an Employee Benefit Plan or such Trust or expenses paid on their behalf, in each case in the ordinary course); (iv) no . No ERISA Event has occurred or is reasonably expected to occur; . Except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, or otherwise funded entirely by the participants thereof, no Employee Benefit Plan provides any material health or life benefits (vthrough the purchase of insurance or otherwise) the for any retired or former employee of Borrower, or any its Subsidiaries or any of their respective ERISA Affiliates. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by Borrower, any of its Subsidiaries or any of their ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan) ), did not exceed the aggregate current value of the assets of such Pension Plan; Plan by an amount which, when aggregated with such excesses for all other Pension Plans, is material to the Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of Borrower, its Subsidiaries and their respective ERISA Affiliates for a complete or partial withdrawal from such Multiemployer Plan (vi) no within the meaning of Section 4203 or Section 4205 of ERISA), when aggregated with such potential liability for a complete or partial withdrawal from all Multiemployer Plans, is not in an amount that would be material to the Borrower, any of its Subsidiaries or any of their respective ERISA Party is Affiliates. Borrower, its Subsidiaries and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan in all material respects and are not in “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan; (vii) no ERISA Party has incurred any obligation in connection with the termination of, or withdrawal from, any Foreign Pension Plan; and (viii) the present value of the accrued benefit liabilities (whether or not vested) under each Foreign Pension Plan, determined as of the end of Holdings’ and the Borrowers’ most recently ended Fiscal Year for which audited financial statements are available on the basis of the actuarial assumptions described in Holdings’ audited financial statements for such Fiscal Year, did not exceed the aggregate of (A) the current value of the assets of such Foreign Pension Plan allocable to such benefit liabilities and (B) the amount then reserved on Holdings’ consolidated balance sheet in respect of such liabilities (and such amount reserved on Holdings’ consolidated balance sheet does not constitute a material liability to Holdings and its Restricted Subsidiaries taken as a whole).

Employee Benefit Plans. Except as could not reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect, (i) Schedule 3.24 lists each Employee Benefit Plan of the Company. The Company has no Affiliates for the purpose of ERISA. Each Employee Benefit Plan is in substantial compliance with applicable law and Foreign Pension Plan (and each related trust, insurance contract or fund) has been documented, funded administered and administered operated in compliance all material respects in accordance with all applicable Laws, including, without limitation, ERISA and the Code; (ii) the sponsor or adopting employer of each its terms. Each Employee Benefit Plan which is intended to qualify under be "qualified" within the meaning of Section 401(a) of the Code has received or timely applied for a favorable determination letter, or is entitled to rely on a favorable opinion letter, as applicable, letter from the IRS indicating that and no event has occurred and no condition exists which could reasonably be expected to result in the revocation of any such determination. No event which constitutes a "reportable event" (as defined in Section 4043(b) of ERISA) for which the thirty (30) day notice requirement has not been waived by the PBGC has occurred with respect to any Employee Benefit Plan. Other than as contemplated in Section 4.9 below, no Employee Benefit Plan is so qualified and nothing has occurred subsequent subject to the issuance of such determination letter or opinion letter which would cause such Employee Benefit Plan to lose its qualified status; (iii) no liability to the PBGC (other than required premium payments), the IRS, any Employee Benefit Plan or any Trust established under Title IV of ERISA has been terminated or is or has been the subject of termination proceedings pursuant to Title IV of ERISA. Full payment has been made of all amounts which the Company was required under the terms of the Employee Benefit Plan(s) to have paid as contributions to such Employee Benefit Plan(s) on or prior to the date hereof (excluding any amounts not yet due) and no Employee Benefit Plan which is subject to Part 3 of Subtitle B of Title 1 of ERISA has incurred any "accumulated funding deficiency" (within the meaning of Section 302 of ERISA or Section 412 of the Code), whether or not waived. To the Knowledge of the Company and the Shareholders, neither the Company nor any other "disqualified person" or "party in interest" (as defined in Section 4975(e)(2) of the Code and Section 3(14) of ERISA, respectively) has engaged in any transactions in connection with any Employee Benefit Plan(s) that could reasonably be expected to be incurred by result in the imposition of a material penalty pursuant to Section 502(i) of ERISA, damages pursuant to Section 409 of ERISA or a tax pursuant to Section 4975(a) of the Code. No material liability, claim, action or litigation, has been made, commenced or threatened with respect to any ERISA Party Employee Benefit Plan(s) (other than contributions made to an for benefits payable in the ordinary course and PBGC insurance premiums). No Employee Benefit Plan or such Trust or expenses paid on their behalfrelated trust owns any securities in violation of Section 407 of ERISA. With respect to all Employee Benefit Plan(s) which are subject to Title IV of ERISA, in each case in the ordinary course); (iv) no ERISA Event has occurred or is reasonably expected to occur; (v) the present value of the aggregate benefit liabilities under each Pension Plan (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation prepared for each such Pension Employee Benefit Plan) , the aggregate present value of the accrued liabilities thereof did not exceed the aggregate current fair market value of the assets of such Pension Plan; (vi) no ERISA Party is allocable thereto. The Company does not presently nor has not at any time in “default” the past maintained a "multiemployer plan" (as defined in Section 4219(c)(54001(a)(3) of ERISA). To the Knowledge of the Company and the Shareholders, there are no actions, suits or claims (other than routine claims for benefits) with respect to payments to a Multiemployer Plan; (vii) no ERISA Party has incurred pending or threatened against any obligation in connection with Employee Benefit Plan of the termination ofCompany or their assets, or withdrawal fromarising out of such Employee Benefit Plan(s) and, any Foreign Pension Plan; and (viii) to the present value Knowledge of the accrued benefit liabilities Company and the Shareholders, no facts exist which could rise to any such actions, suits or claims or that might have a Material Adverse Effect on such Employee Benefit Plan(s). There has been no act or omission by the Company that has given rise or may give rise to any finds, penalties, taxes or late charges under Section 502(c), (whether i) or not vested(l), Section 407(1) under each Foreign Pension Plan, determined as of ERISA or Chapter 43 of the end of Holdings’ and the Borrowers’ most recently ended Fiscal Year for which audited financial statements are available on the basis of the actuarial assumptions described in Holdings’ audited financial statements for such Fiscal Year, did not exceed the aggregate of (A) the current value of the assets of such Foreign Pension Plan allocable to such benefit liabilities and (B) the amount then reserved on Holdings’ consolidated balance sheet in respect of such liabilities (and such amount reserved on Holdings’ consolidated balance sheet does not constitute a material liability to Holdings and its Restricted Subsidiaries taken as a whole)Code.

Employee Benefit Plans. Except as could not reasonably be expected Parent, each of its Subsidiaries, and each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to resulteach Employee Benefit Plan and have performed all their obligations under each Employee Benefit Plan except, either in each case, where failure to do so, individually or in the aggregate, in could not be reasonably expected to have a Material Adverse Effect, (i) each Employee Benefit Plan and Foreign Pension Plan (and each related trust, insurance contract or fund) has been documented, funded and administered in compliance with all applicable Laws, including, without limitation, ERISA and the Code; (ii) the sponsor or adopting employer of each . Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received or timely applied for a favorable determination letter, or is entitled to rely on a favorable opinion letter, as applicable, letter from the IRS Internal Revenue Service indicating that such Employee Benefit Plan is so qualified qualified, and nothing has occurred subsequent to the issuance of such determination letter or opinion letter which would cause such Employee Benefit Plan to lose its qualified status; (iii) no . No liability to the PBGC (other than required premium payments), the IRSInternal Revenue Service, any Employee Benefit Plan or any Trust trust established under Title IV of ERISA has been or is expected to be incurred by Parent, any of its Subsidiaries, or any of their ERISA Party (other than contributions made to an Employee Benefit Plan or such Trust or expenses paid on their behalfAffiliates, except, in each case case, for a liability or liabilities that could not, individually or in the ordinary course); (iv) no aggregate, be reasonably expected to have a Material Adverse Effect. No ERISA Event has occurred or is reasonably expected to occur; . Except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (vthrough the purchase of insurance or otherwise) the for any retired or former employee of Parent, any of its Subsidiaries, or any of their respective ERISA Affiliates. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained, or contributed to by Parent, any of its Subsidiaries, or any of their ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan) ), did not exceed the aggregate current value of the assets of such Pension Plan; . As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of Parent, its Subsidiaries, and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (viwithin the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) no of ERISA Party is zero. Parent, each of its Subsidiaries, and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan; (vii) no ERISA Party has incurred any obligation in connection with the termination of, or withdrawal from, any Foreign Pension Plan; and (viii) the present value of the accrued benefit liabilities (whether or not vested) under each Foreign Pension Plan, determined as of the end of Holdings’ and the Borrowers’ most recently ended Fiscal Year for which audited financial statements are available on the basis of the actuarial assumptions described in Holdings’ audited financial statements for such Fiscal Year, did not exceed the aggregate of (A) the current value of the assets of such Foreign Pension Plan allocable to such benefit liabilities and (B) the amount then reserved on Holdings’ consolidated balance sheet in respect of such liabilities (and such amount reserved on Holdings’ consolidated balance sheet does not constitute a material liability to Holdings and its Restricted Subsidiaries taken as a whole).

Employee Benefit Plans. Except Each Credit Party and each of their respective ERISA Affiliates are in compliance with all applicable provisions of ERISA and the Internal Revenue Code with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, except as could not reasonably be expected to resultnot, either individually or in the aggregate, in reasonably be expected to have a Material Adverse Effect, (i) each Employee Benefit Plan and Foreign Pension Plan (and each related trust, insurance contract or fund) has been documented, funded and administered in compliance with all applicable Laws, including, without limitation, ERISA and the Code; (ii) the sponsor or adopting employer of each . Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received or timely applied for a favorable determination letter, or is entitled to rely on a favorable opinion letter, as applicable, or determination letter from the IRS Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and to the knowledge of the Parent nothing has occurred subsequent to the issuance of such determination letter or opinion letter which would cause such Employee Benefit Plan to lose its qualified status; (iii) no . No material liability to the PBGC (other than required premium payments), or the IRSInternal Revenue Service, any Employee Benefit Plan or any Trust established under Title IV of ERISA has been or is reasonably expected to be incurred by any Credit Party or any of their ERISA Party (other than contributions made to an Employee Benefit Plan Affiliates except as could not, either individually or such Trust or expenses paid on their behalf, in each case in the ordinary course); (iv) no ERISA Event has occurred or is aggregate, reasonably be expected to occur; (v) the present value of the aggregate benefit liabilities under each Pension Plan (determined as of the end have a Material Adverse Effect. As of the most recent plan year on the basis of valuation date for each Multiemployer Plan for which the actuarial assumptions specified report is available, the potential liability of Parent, its Subsidiaries and their respective ERISA Affiliates for funding purposes a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISA is not an amount which could reasonably be expected to have a Material Adverse Effect if required to be paid. Each Credit Party and each of their ERISA Affiliates have complied in all material respects with the most recent actuarial valuation for such Pension Plan) did requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not exceed the aggregate current value of the assets of such Pension Plan; (vi) no ERISA Party is in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan; (vii) . There have been no ERISA Party has incurred any obligation in connection with the termination of, improper withdrawals or withdrawal from, any Foreign Pension Plan; and (viii) the present value of the accrued benefit liabilities (whether or not vested) under each Foreign Pension Plan, determined as of the end of Holdings’ and the Borrowers’ most recently ended Fiscal Year for which audited financial statements are available on the basis of the actuarial assumptions described in Holdings’ audited financial statements for such Fiscal Year, did not exceed the aggregate of (A) the current value applications of the assets of the Pension Plans or the Employee Benefit Plans except as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. There are no outstanding disputes concerning the assets or liabilities of the Pension Plans or the Employee Benefit Plans as of the Closing Date, or with respect to any such Foreign dispute arising after the Closing Date, that could, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. There is no Pension Plan allocable to such benefit liabilities and (B) the amount then reserved on Holdings’ consolidated balance sheet in respect of such which an event has occurred that could reasonably be expected to require immediate or accelerated funding in respect of unfunded liabilities (and such amount reserved on Holdings’ consolidated balance sheet does not constitute a material liability to Holdings and its Restricted Subsidiaries taken as a whole)or other deficit amounts in excess of $1,000,000, individually or in the aggregate.

Employee Benefit Plans. Except as could not reasonably be expected Borrower, each of its Restricted Subsidiaries and each of their respective ERISA Affiliates are in material compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to resulteach Employee Benefit Plan, either individually or in the aggregate, in a Material Adverse Effect, (i) and have administered and operated each Employee Benefit Plan and Foreign Pension Plan (and each related trust, insurance contract or fund) has been documented, funded and administered materially in compliance accordance with all applicable Laws, including, without limitation, ERISA and the Code; (ii) the sponsor or adopting employer of each its terms. Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received or timely applied for a favorable determination letter, or is entitled to rely on a favorable opinion letter, as applicable, letter from the IRS Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and and, to the knowledge of Borrower, nothing has occurred subsequent to the issuance of such determination letter or opinion letter which would cause such Employee Benefit Plan to lose its qualified status; (iii) no . No liability to the PBGC (other than required premium payments), the IRSInternal Revenue Service, any Employee Benefit Plan or any Trust trust established under Title IV of ERISA has been or reasonably is expected to be incurred by Borrower, any of its Restricted Subsidiaries or any of their ERISA Party (other than contributions made to an Employee Benefit Plan or such Trust or expenses paid on their behalf, in each case in the ordinary course); (iv) no Affiliates. No ERISA Event has occurred or is reasonably expected to occur; (v) the . The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by Borrower, any of its Restricted Subsidiaries or any of their ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan) ), did not exceed the aggregate current value of the assets of such Pension Plan; . As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of Borrower, its Restricted Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (viwithin the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) no of ERISA Party is zero. Borrower, each of its Restricted Subsidiaries and each of their ERISA Affiliates have complied (if and to the extent applicable) with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan; (vii) no ERISA Party has incurred any obligation in connection with the termination of, or withdrawal from, any Foreign Pension Plan; and (viii) the present value of the accrued benefit liabilities (whether or not vested) under each Foreign Pension Plan, determined as of the end of Holdings’ and the Borrowers’ most recently ended Fiscal Year for which audited financial statements are available on the basis of the actuarial assumptions described in Holdings’ audited financial statements for such Fiscal Year, did not exceed the aggregate of (A) the current value of the assets of such Foreign Pension Plan allocable to such benefit liabilities and (B) the amount then reserved on Holdings’ consolidated balance sheet in respect of such liabilities (and such amount reserved on Holdings’ consolidated balance sheet does not constitute a material liability to Holdings and its Restricted Subsidiaries taken as a whole).

Employee Benefit Plans. Except as could not reasonably be expected Borrower, each of its Subsidiaries and each of their respective ERISA Affiliates are in material compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to resulteach Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, except (with respect to any matter specified in the preceding clause, either individually or in the aggregate, in ) such as is not reasonably likely to have a Material Adverse Effect, (i) each Employee Benefit Plan and Foreign Pension Plan (and each related trust, insurance contract or fund) has been documented, funded and administered in compliance with all applicable Laws, including, without limitation, ERISA and the Code; (ii) the sponsor or adopting employer of each .. Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received or timely applied for a favorable determination letter, or is entitled to rely on a favorable opinion letter, as applicable, letter from the IRS Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter or opinion letter which would cause such Employee Benefit Plan to lose its qualified status; (iii) no . No liability to the PBGC (other than required premium payments), the IRSInternal Revenue Service, any Employee Benefit Plan or any Trust trust established under Title IV of ERISA has been or is expected to be incurred by Borrower, any of its Subsidiaries or any of their ERISA Party (other than contributions made to an Employee Benefit Plan or such Trust or expenses paid on their behalf, in each case in the ordinary course); (iv) no Affiliates. No ERISA Event has occurred or is reasonably expected to occur; . Except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (vthrough the purchase of insurance or otherwise) the for any retired or former employee of Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by Borrower, any of its Subsidiaries or any of their ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan) ), did not exceed the aggregate current value of the assets of such Pension Plan; . As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of Borrower, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (viwithin the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) no of ERISA Party is zero. Borrower, each of its Subsidiaries and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan; (vii) no ERISA Party has incurred any obligation in connection with the termination of, or withdrawal from, any Foreign Pension Plan; and (viii) the present value of the accrued benefit liabilities (whether or not vested) under each Foreign Pension Plan, determined as of the end of Holdings’ and the Borrowers’ most recently ended Fiscal Year for which audited financial statements are available on the basis of the actuarial assumptions described in Holdings’ audited financial statements for such Fiscal Year, did not exceed the aggregate of (A) the current value of the assets of such Foreign Pension Plan allocable to such benefit liabilities and (B) the amount then reserved on Holdings’ consolidated balance sheet in respect of such liabilities (and such amount reserved on Holdings’ consolidated balance sheet does not constitute a material liability to Holdings and its Restricted Subsidiaries taken as a whole).

Employee Benefit Plans. Except as could would not reasonably be expected to resultexpected, either individually or in the aggregate, in to have a Material Adverse Effect, : (i) the Company, each Employee Benefit Plan and Foreign Pension Plan (of its Subsidiaries and each related trust, insurance contract or fund) has been documented, funded and administered of their respective ERISA Affiliates are in compliance with all applicable Laws, including, without limitation, provisions and requirements of ERISA and the CodeCode and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan; (ii) the sponsor or adopting employer of each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Code has received or timely applied for a favorable determination letter, or is entitled to rely on a favorable opinion letter, as applicable, letter from the IRS Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and qualified, and, to the knowledge of the Company, nothing has occurred subsequent to the issuance of such determination letter or opinion letter which would cause such Employee Benefit Plan to lose its qualified status; (iii) no liability to the PBGC (other than required premium payments), the IRSInternal Revenue Service, any Employee Benefit Plan or any Trust trust established under Title IV of ERISA has been or is expected to be incurred by the Company, any of its Subsidiaries or any of their ERISA Party (other than contributions made to an Employee Benefit Plan or such Trust or expenses paid on their behalf, in each case in the ordinary course)Affiliates; (iv) no ERISA Event or Canadian Pension Event has occurred or is reasonably expected to occur; (v) the present value Company and each of the aggregate benefit liabilities its Subsidiaries are in compliance with all applicable provisions and requirements of applicable laws with respect to each Canadian Pension Plan and have performed all their obligations under each Pension Plan (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan) did not exceed the aggregate current value of the assets of such Canadian Pension Plan; (vi) no ERISA Party is all Canadian Pension Plans have been established, administered, maintained and funded in “default” (as defined in Section 4219(c)(5) accordance with the terms of ERISA) with respect to payments to a Multiemployer Plansuch Canadian Pension Plan and all applicable laws; and (vii) no ERISA Party each Canadian Pension Plan that is intended to qualify for tax-preferred or tax-exempt treatment has incurred any obligation been duly registered or qualified, as applicable, in connection accordance with the termination ofapplicable laws, or withdrawal from, any Foreign and nothing has subsequently occurred which would cause such Canadian Pension PlanPlan to lose such status; and (viii) the present value no Taxes, penalties or fees are owing or exigible under any Canadian Pension Plan. As of the accrued benefit liabilities (whether or not vested) under each Foreign Pension Plandate of this Agreement, determined as none of the end Company or any of Holdings’ and the Borrowers’ most recently ended Fiscal Year for which audited financial statements are available on the basis of the actuarial assumptions described in Holdings’ audited financial statements for such Fiscal Yearits Subsidiaries sponsors, did not exceed the aggregate of (A) the current value of the assets of such Foreign Pension Plan allocable maintains, contributes to such benefit liabilities and (B) the amount then reserved on Holdings’ consolidated balance sheet or has any liability or contingent liability in respect of such liabilities (and such amount reserved on Holdings’ consolidated balance sheet does not constitute a material liability to Holdings and its Restricted Subsidiaries taken as a whole)any Canadian Defined Benefit Plan.

Employee Benefit Plans. Except as could not reasonably be expected to result, either individually or in (a) Section 3.14(a) of the aggregate, in a Material Adverse Effect, (i) Company Disclosure Letter sets forth each Employee Benefit Plan and Foreign Pension Plan (and each related trustthat the Company maintains or to which the Company, insurance contract or fund) has been documented, funded and administered in compliance with all applicable Laws, including, without limitation, any ERISA and the Code; (ii) the sponsor Affiliate contributes or adopting employer of each sponsors. Each Employee Benefit Plan which is intended to qualify under Section 401(a) has been established, maintained and operated in material compliance with the terms of the Code has received or timely applied for a favorable determination letter, or is entitled to rely on a favorable opinion letter, as applicable, from the IRS indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent the applicable requirements of ERISA, the Code, and applicable Law. All employer contributions and employee salary reduction contributions that are due have been made to the issuance of such determination letter or opinion letter which would cause each such Employee Benefit Plan to lose its qualified status; (iii) no liability to the PBGC (other than required premium payments), the IRS, any Employee Benefit Plan or any Trust established under Title IV of ERISA has been or that is expected to be incurred by any ERISA Party (other than contributions made to an Employee Benefit Plan or such Trust or expenses paid on their behalf, in each case in the ordinary course); (iv) no ERISA Event has occurred or is reasonably expected to occur; (v) the present value of the aggregate “employee pension benefit liabilities under each Pension Plan (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan) did not exceed the aggregate current value of the assets of such Pension Plan; (vi) no ERISA Party is in “defaultplan” (as defined in Section 4219(c)(53(2) of ERISA) ). All premiums or other payments that are due have been paid with respect to payments each such Employee Benefit Plan that is an “employee welfare benefit plan,” (as defined in Section 3(1) of ERISA). To the Knowledge of the Company, each Employee Benefit Plan, including any material amendments thereto, that is capable of approval by, or registration or qualification for special Tax status with, the appropriate taxation, social security or supervisory authorities in the relevant country, state, territory or the like has received such approval (or there remains a period of time in which to obtain such approval retroactive to the date of any material amendment that has not previously received such approval) and no event has occurred which would be reasonably likely to result in the revocation of such approval or the imposition of material sanctions by such authorities. Without in any way limiting the foregoing sentence, each such Employee Benefit Plan that is intended to meet the requirements of a “qualified plan” under Code Section 401(a) has received a determination letter from the IRS (or may rely on an opinion letter issued by the IRS with respect to a Multiemployer standardized prototype plan adopted in accordance with the requirements for such reliance) to the effect that it meets the requirements of Code Section 401(a) and, as of the date hereof, no such determination letter has been revoked nor, to the Knowledge of the Company, has any such revocation been threatened. No action, suit, claim, hearing, arbitration or other proceeding has been brought, or to the Knowledge of the Company is threatened, against or with respect to any Employee Benefit Plan; (vii) , including any audit or inquiry by the IRS or United States Department of Labor, and no ERISA Party event has incurred any obligation occurred and there currently exists no condition or set of circumstances in connection with which the termination ofCompany would reasonably be expected to be subject to any material Liability, or withdrawal fromother than routine claims for benefits. No Employee Benefit Plan provides benefits, any Foreign Pension Plan; and (viii) the present value of the accrued benefit liabilities including health benefits (whether or not vested) under each Foreign Pension Planinsured), determined as with respect to employees or former employees of the end Company after retirement or other termination of Holdings’ and the Borrowers’ most recently ended Fiscal Year for which audited financial statements are available on the basis of the actuarial assumptions described in Holdings’ audited financial statements for such Fiscal Year, did not exceed the aggregate of service (A) the current value of the assets of such Foreign Pension Plan allocable to such benefit liabilities and (B) the amount then reserved on Holdings’ consolidated balance sheet in respect of such liabilities (and such amount reserved on Holdings’ consolidated balance sheet does not constitute a material liability to Holdings and its Restricted Subsidiaries taken as a wholeother than coverage mandated by Law or benefits).

Employee Benefit Plans. Except as could not reasonably be expected to result(a) Holdings, either individually or in the aggregate, in a Material Adverse Effect, (i) each Employee Benefit Plan and Foreign Pension Plan (of its Subsidiaries and each related trust, insurance contract or fund) has been documented, funded and administered of their respective ERISA Affiliates are in compliance with all applicable Laws, including, without limitation, provisions and requirements of ERISA and the Code; (ii) Internal Revenue Code and the sponsor or adopting employer of regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan. Each Employee Benefit Plan which is intended to qualify under Section 401(a) of 57 the Internal Revenue Code has received or timely applied for a favorable determination letter, letter from the Internal Revenue Service or is entitled to rely on a favorable opinion letterletter from a prototype plan sponsor, as applicable, from the IRS applicable indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter or opinion letter which would cause such Employee Benefit Plan to lose its qualified status; (iii) no . No liability to the PBGC (other than required premium payments), the IRSInternal Revenue Service, any Employee Benefit Plan or any Trust trust established under Title IV of ERISA has been or is expected to be incurred by Holdings, any of its Subsidiaries or any of their ERISA Party (other than contributions made to an Employee Benefit Plan or such Trust or expenses paid on their behalf, in each case in the ordinary course); (iv) no Affiliates. No ERISA Event has occurred or is reasonably expected to occur; . Except as set forth on Schedule 4.19 or except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (vthrough the purchase of insurance or otherwise) the for any retired or former employee of Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by Holdings, any of its Subsidiaries or any of their ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan) ), did not exceed the aggregate current value of the assets of such Pension Plan; Plan by an amount that could reasonably be expected to result in a Material Adverse Effect. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of Holdings, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (viwithin the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) no of ERISA Party is could not reasonably be expected to result in a Material Adverse Effect. Holdings, each of its Subsidiaries and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan; (vii) no ERISA Party has incurred any obligation Plan in connection with the termination of, or withdrawal from, any Foreign Pension Plan; and (viii) the present value of the accrued benefit liabilities (whether or not vested) under each Foreign Pension Plan, determined as of the end of Holdings’ and the Borrowers’ most recently ended Fiscal Year for which audited financial statements are available on the basis of the actuarial assumptions described a manner that could reasonably be expected to result in Holdings’ audited financial statements for such Fiscal Year, did not exceed the aggregate of (A) the current value of the assets of such Foreign Pension Plan allocable to such benefit liabilities and (B) the amount then reserved on Holdings’ consolidated balance sheet in respect of such liabilities (and such amount reserved on Holdings’ consolidated balance sheet does not constitute a material liability to Holdings and its Restricted Subsidiaries taken as a whole)Material Adverse Effect.

Employee Benefit Plans. Except as could not reasonably be expected to resultHoldings, either individually or in the aggregate, in a Material Adverse Effect, (i) each Employee Benefit Plan and Foreign Pension Plan (of its Subsidiaries and each related trust, insurance contract or fund) has been documented, funded and administered of their respective ERISA Affiliates are in material compliance with all applicable Laws, including, without limitation, provisions and requirements of ERISA and the Code; (ii) Internal Revenue Code and the sponsor or adopting employer of regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have substantially performed all their obligations under each Employee Benefit Plan. Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received or timely applied substantially met requirements for a favorable determination letter, or is entitled to rely on a favorable opinion letter, as applicable, from the IRS indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter or opinion letter which would cause such Employee Benefit Plan to lose its qualified status; (iii) no qualification. No material liability to the PBGC (other than required premium payments), the IRSInternal Revenue Service, any Employee Benefit Plan or any Trust established under Title IV of ERISA has been or is expected to be incurred by Holdings, any of its Subsidiaries or any of their ERISA Party (other than contributions made to an Employee Benefit Plan or such Trust or expenses paid on their behalf, in each case in the ordinary course); (iv) no Affiliates. No ERISA Event has occurred or is reasonably expected to occur; (v) . Except to the present value extent required under Section 4980B of the aggregate benefit liabilities under each Pension Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (determined as through the purchase of the end insurance or otherwise) for any retired or former employee of Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates. As of the most recent plan year on valuation date for any Pension Plan, the basis amount of unfunded benefit liabilities (as defined in Section 4001(a)(18) of ERISA), individually or in the actuarial assumptions specified aggregate for funding all Pension Plans (excluding for purposes in of such computation any Pension Plans with respect to which assets exceed benefit liabilities), does not exceed $3,500,000. As of the most recent valuation date for each Multiemployer Plan for which the actuarial valuation report is available, the potential liability of Holdings, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Pension PlanMultiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) did of ERISA, does not exceed $3,500,000. Holdings, each of its Subsidiaries and each of their ERISA Affiliates have complied with the aggregate current value requirements of the assets Section 515 of such Pension Plan; (vi) no ERISA Party is with respect to each Multiemployer Plan and are not in “material "default” " (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan; (vii) no ERISA Party has incurred any obligation in connection with the termination of, or withdrawal from, any Foreign Pension Plan; and (viii) the present value of the accrued benefit liabilities (whether or not vested) under each Foreign Pension Plan, determined as of the end of Holdings’ and the Borrowers’ most recently ended Fiscal Year for which audited financial statements are available on the basis of the actuarial assumptions described in Holdings’ audited financial statements for such Fiscal Year, did not exceed the aggregate of (A) the current value of the assets of such Foreign Pension Plan allocable to such benefit liabilities and (B) the amount then reserved on Holdings’ consolidated balance sheet in respect of such liabilities (and such amount reserved on Holdings’ consolidated balance sheet does not constitute a material liability to Holdings and its Restricted Subsidiaries taken as a whole).

Employee Benefit Plans. Except as Holdings, each of its Subsidiaries and each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan except for instances of noncompliance that could not reasonably be expected to result, either individually or in the aggregate, in have a Material Adverse Effect, (i) each Employee Benefit Plan and Foreign Pension Plan (and each related trust, insurance contract or fund) has been documented, funded and administered in compliance with all applicable Laws, including, without limitation, ERISA and the Code; (ii) the sponsor or adopting employer of each . Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received or timely applied for a favorable determination letter, or is entitled to rely on a favorable opinion letter, as applicable, letter from the IRS Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter or opinion letter which would cause such Employee Benefit Plan to lose its qualified status; (iii) no status and reasonably be expected to have a Material Adverse Effect. No liability to the PBGC (other than required premium payments), the IRSInternal Revenue Service, any Employee Benefit Plan (other than contributions in the ordinary course) or any Trust trust established under Title IV of ERISA has been or is expected to be incurred by Holdings, any of its Subsidiaries or any of their ERISA Party (other than contributions made Affiliates except for liabilities that could not reasonably be expected to an Employee Benefit Plan or such Trust or expenses paid on their behalf, in each case in the ordinary course); (iv) no have a Material Adverse Effect. No ERISA Event has occurred or is reasonably expected to occur; occur that could reasonably be expected to have a Material Adverse Effect. Except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no liability exists under any Employee Benefit Plan which provides health or welfare benefits (vthrough the purchase of insurance or otherwise) the for any retired or former employee of Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates except for liabilities that could not reasonably be expected to have a Material Adverse Effect. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by Holdings, any of its Subsidiaries or any of their ERISA Affiliates, (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan) ), did not exceed the aggregate current value of the assets of such Pension Plan; Plan except when such excess could not reasonably be expected to have a Material Adverse Effect. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of Holdings, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (viwithin the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) no of ERISA Party is zero except when such liability could not reasonably be expected to have a Material Adverse Effect. Holdings, each of its Subsidiaries and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in “material "default” " (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan; (vii) no ERISA Party has incurred any obligation in connection with the termination of, or withdrawal from, any Foreign Pension Plan; and (viii) the present value except for instances of the accrued benefit liabilities (whether or default that could not vested) under each Foreign Pension Plan, determined as of the end of Holdings’ and the Borrowers’ most recently ended Fiscal Year for which audited financial statements are available on the basis of the actuarial assumptions described in Holdings’ audited financial statements for such Fiscal Year, did not exceed the aggregate of (A) the current value of the assets of such Foreign Pension Plan allocable reasonably be expected to such benefit liabilities and (B) the amount then reserved on Holdings’ consolidated balance sheet in respect of such liabilities (and such amount reserved on Holdings’ consolidated balance sheet does not constitute have a material liability to Holdings and its Restricted Subsidiaries taken as a whole)Material Adverse Effect.

Employee Benefit Plans. Except as could not reasonably be expected Company, each of its Subsidiaries and each of their respective ERISA Affiliates are in compliance in all material respects with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to result, either individually or in the aggregate, in a Material Adverse Effect, (i) each Employee Benefit Plan Plan, and Foreign Pension Plan (and have performed in all material respects all their obligations under each related trust, insurance contract or fund) has been documented, funded and administered in compliance with all applicable Laws, including, without limitation, ERISA and the Code; (ii) the sponsor or adopting employer of each Employee Benefit Plan. Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received or timely applied for a favorable determination letter, or is entitled to rely on a favorable opinion letter, as applicable, letter from the IRS Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter or opinion letter which would cause such Employee Benefit Plan to lose its qualified status; (iii) no . No liability to the PBGC (other than required premium payments), the IRSInternal Revenue Service, any Employee Benefit Plan or any Trust trust established under Title IV of ERISA has been or is expected to be incurred by Company, any of its Subsidiaries or any of their ERISA Party (other than contributions made to an Employee Benefit Plan or such Trust or expenses paid on their behalf, in each case in the ordinary course); (iv) no Affiliates. No ERISA Event has occurred or is reasonably expected to occur; . Except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (vthrough the purchase of insurance or otherwise) the for any retired or former employee of Company, any of its Subsidiaries or any of their respective ERISA Affiliates. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by Company, any of its Subsidiaries or any of their ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan) ), did not exceed the aggregate current value of the assets of such Pension Plan; . As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of Company, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (viwithin the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) no of ERISA Party is zero. Company, each of its Subsidiaries and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each 46 CREDIT AND GUARANTY AGREEMENT Multiemployer Plan and are not in “material "default” " (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan; (vii) no ERISA Party has incurred any obligation in connection with the termination of, or withdrawal from, any Foreign Pension Plan; and (viii) the present value of the accrued benefit liabilities (whether or not vested) under each Foreign Pension Plan, determined as of the end of Holdings’ and the Borrowers’ most recently ended Fiscal Year for which audited financial statements are available on the basis of the actuarial assumptions described in Holdings’ audited financial statements for such Fiscal Year, did not exceed the aggregate of (A) the current value of the assets of such Foreign Pension Plan allocable to such benefit liabilities and (B) the amount then reserved on Holdings’ consolidated balance sheet in respect of such liabilities (and such amount reserved on Holdings’ consolidated balance sheet does not constitute a material liability to Holdings and its Restricted Subsidiaries taken as a whole).

Employee Benefit Plans. Except as (a) Each of the Borrowers, Holdings, Intermediate Holdings, the Subsidiaries and the ERISA Affiliates is in compliance with the applicable provisions of ERISA and the provisions of the Code relating to Plans and the regulations and published interpretations thereunder and any similar applicable non-U.S. law, except for such noncompliance that could not reasonably be expected to result, either individually or in the aggregate, in have a Material Adverse Effect, (i) each Employee Benefit Plan and Foreign Pension Plan (and each related trust, insurance contract or fund) has been documented, funded and administered in compliance with all applicable Laws, including, without limitation, ERISA and the Code; (ii) the sponsor or adopting employer of each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Code has received or timely applied for a favorable determination letter, or is entitled to rely on a favorable opinion letter, as applicable, from the IRS indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter or opinion letter which would cause such Employee Benefit Plan to lose its qualified status; (iii) no liability to the PBGC (other than required premium payments), the IRS, any Employee Benefit Plan or any Trust established under Title IV of ERISA has been or is expected to be incurred by any ERISA Party (other than contributions made to an Employee Benefit Plan or such Trust or expenses paid on their behalf, in each case in the ordinary course); (iv) no ERISA . No Reportable Event has occurred during the past five years as to which the Borrowers, Holdings, Intermediate Holdings, any Subsidiary or is any ERISA Affiliate was required to file a report with the PBGC, other than reports that have been filed and reports the failure of which to file could not reasonably be expected to occur; (v) have a Material Adverse Effect. As of the Closing Date, the excess of the present value of the aggregate all benefit liabilities under each Pension Plan of the Borrowers, Holdings, Intermediate Holdings, the Subsidiaries and the ERISA Affiliates (determined based on those assumptions used to fund such Plan), as of the end of last annual valuation date applicable thereto for which a valuation is available, over the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan) did not exceed the aggregate current value of the assets of such Pension Plan; (vi) no ERISA Party is in “default” (as defined in Section 4219(c)(5) Plan could not reasonably be expected to have a Material Adverse Effect, and the excess of ERISA) with respect to payments to a Multiemployer Plan; (vii) no ERISA Party has incurred any obligation in connection with the termination of, or withdrawal from, any Foreign Pension Plan; and (viii) the present value of the accrued all benefit liabilities of all underfunded Plans (whether or not vestedbased on those assumptions used to fund each such Plan) under each Foreign Pension Plan, determined as of the end of Holdings’ and the Borrowers’ most recently ended Fiscal Year last annual valuation dates applicable thereto for which audited financial statements valuations are available on available, over the basis of the actuarial assumptions described in Holdings’ audited financial statements for such Fiscal Year, did not exceed the aggregate of (A) the current value of the assets of all such Foreign Pension underfunded Plans could not reasonably be expected to have a Material Adverse Effect. None of the Borrowers, Holdings, Intermediate Holdings, the Subsidiaries and the ERISA Affiliates has incurred or could reasonably be expected to incur any Withdrawal Liability that could reasonably be expected to have a Material Adverse Effect. None of the Borrowers, Holdings, Intermediate Holdings, the Subsidiaries and the ERISA Affiliates has received any written notification that any Multiemployer Plan allocable is in reorganization or has been terminated within the meaning of Title IV of ERISA, or has knowledge that any Multiemployer Plan is reasonably expected to be in reorganization or to be terminated, where such reorganization or termination has had or could reasonably be expected to have, through increases in the contributions required to be made to such benefit liabilities and (B) the amount then reserved on Holdings’ consolidated balance sheet in respect of such liabilities (and such amount reserved on Holdings’ consolidated balance sheet does not constitute Plan or otherwise, a material liability to Holdings and its Restricted Subsidiaries taken as a whole)Material Adverse Effect.

Employee Benefit Plans. Except as could not reasonably be expected to resultThe Company, either individually or in the aggregate, in a Material Adverse Effect, (i) each Employee Benefit Plan and Foreign Pension Plan (of its Subsidiaries and each related trust, insurance contract or fund) has been documented, funded and administered of their respective ERISA Affiliates are in material compliance with all applicable Laws, including, without limitation, provisions and requirements of ERISA and the Code; (ii) Internal Revenue Code and the sponsor or adopting employer of regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan. Each Pension Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received or timely applied for a favorable determination letter, or is entitled to rely on a favorable opinion letter, as applicable, letter from the IRS Internal Revenue Service indicating that such Employee Benefit Pension Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter or opinion letter which would cause such Employee Benefit Pension Plan to lose its qualified status; (iii) no . No material liability to the PBGC (other than required premium payments), ) or the IRS, any Employee Benefit Plan or any Trust established under Title IV of ERISA Internal Revenue Service has been or is expected to be incurred by the Company, any of its Subsidiaries or any of their ERISA Party (other than contributions made to an Employee Benefit Plan or such Trust or expenses paid on their behalf, in each case in the ordinary course); (iv) no Affiliates. No ERISA Event has occurred or is reasonably expected to occur; (v) . Except to the present value extent required under Section 4980B of the aggregate benefit liabilities under each Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of the Company, any of its Subsidiaries or any of their respective ERISA Affiliates. No Pension Plan (determined as has become subject to the funding based benefit restrictions under Section 436 of the end Code. As of the most recent plan year on the basis of valuation date for each Multiemployer Plan for which the actuarial assumptions specified report is available, the potential liability of Company, its Subsidiaries and their respective ERISA Affiliates for funding purposes a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISA is not greater than $25,000. The Company, each of its Subsidiaries and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in the most recent actuarial valuation for such Pension Plan) did not exceed the aggregate current value of the assets of such Pension Plan; (vi) no ERISA Party is in “material "default” " (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan; (vii) no ERISA Party has incurred any obligation in connection with the termination of, or withdrawal from, any Foreign Pension Plan; and (viii) the present value of the accrued benefit liabilities (whether or not vested) under each Foreign Pension Plan, determined as of the end of Holdings’ and the Borrowers’ most recently ended Fiscal Year for which audited financial statements are available on the basis of the actuarial assumptions described in Holdings’ audited financial statements for such Fiscal Year, did not exceed the aggregate of (A) the current value of the assets of such Foreign Pension Plan allocable to such benefit liabilities and (B) the amount then reserved on Holdings’ consolidated balance sheet in respect of such liabilities (and such amount reserved on Holdings’ consolidated balance sheet does not constitute a material liability to Holdings and its Restricted Subsidiaries taken as a whole).

Employee Benefit Plans. Except as (a) Parent, each of its Restricted Subsidiaries and each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Pension Plan, and have performed all their obligations under each Pension Plan except for instances of noncompliance that could not reasonably be expected to result, either individually or in the aggregate, in have a Material Adverse Effect, (i) each Employee Benefit Plan and Foreign Pension Plan (and each related trust, insurance contract or fund) has been documented, funded and administered in compliance with all applicable Laws, including, without limitation, ERISA and the Code; (ii) the sponsor or adopting employer of each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Code has received or timely applied for a favorable determination letter, or is entitled to rely on a favorable opinion letter, as applicable, from the IRS indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter or opinion letter which would cause such Employee Benefit Plan to lose its qualified status; (iii) no . No liability to the PBGC (other than required premium payments), the IRSInternal Revenue Service (to the extent related to Pension Plans), any Employee Benefit Pension Plan (other than contributions in the ordinary course) or any Trust trust established under Title IV of ERISA has been or is expected to be incurred by Parent, any of its Restricted Subsidiaries or any of their ERISA Party (other than contributions made to an Employee Benefit Plan Affiliates except for liabilities that, individually or such Trust or expenses paid on their behalf, in each case in the ordinary course); (iv) no aggregate, could not reasonably be expected to have a Material Adverse Effect. No ERISA Event has occurred or is reasonably expected to occur; (v) the occur that could reasonably be expected to have a Material Adverse Effect. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by Parent, any of its Restricted Subsidiaries or any of their ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan) ), did not exceed the aggregate current value of the assets of such Pension Plan; Plan by an amount that could reasonably be expected to result in a Material Adverse Effect. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of Parent, its Restricted Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (viwithin the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) no of ERISA Party is could not reasonably be expected to result in a Material Adverse Effect. Parent, each of its Restricted Subsidiaries and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan; (vii) no ERISA Party has incurred any obligation Plan in connection with the termination of, or withdrawal from, any Foreign Pension Plan; and (viii) the present value of the accrued benefit liabilities (whether or not vested) under each Foreign Pension Plan, determined as of the end of Holdings’ and the Borrowers’ most recently ended Fiscal Year for which audited financial statements are available on the basis of the actuarial assumptions described a manner that could reasonably be expected to result in Holdings’ audited financial statements for such Fiscal Year, did not exceed the aggregate of (A) the current value of the assets of such Foreign Pension Plan allocable to such benefit liabilities and (B) the amount then reserved on Holdings’ consolidated balance sheet in respect of such liabilities (and such amount reserved on Holdings’ consolidated balance sheet does not constitute a material liability to Holdings and its Restricted Subsidiaries taken as a whole)Material Adverse Effect.

Employee Benefit Plans. Except as Each of Holdings, the Borrower and the ERISA Affiliates is in compliance with the applicable provisions of ERISA and the provisions of the Code relating to ERISA and the regulations and published interpretations thereunder and any similar applicable non-U.S. law except for such noncompliance which could not reasonably be expected to result in a Material Adverse Effect. No Reportable Event has occurred as to which Holdings, the Borrower or any ERISA Affiliate was required to file a report with the PBGC, other than reports for which the 30 day notice requirement is waived, reports that have been filed and reports the failure of which to file could not reasonably be expected to result in a Material Adverse Effect. As of the Closing Date, the present value of all benefit liabilities under each Plan of Holdings, the Borrower and the ERISA Affiliates (on a termination basis and based on those assumptions used to fund such Plan) did not, as of the last annual valuation date applicable thereto for which a valuation is available, exceed by more than $20,000,000 the value of the assets of such Plan, and the present value of all benefit liabilities of all underfunded Plans (based on those assumptions used to fund each such Plan) did not, as of the last annual valuation dates applicable thereto for which valuations are available, exceed by more than $20,000,000 the value of the assets of all such underfunded Plans. None of Holdings, the Borrower and the ERISA Affiliates has incurred or could reasonably be expected to incur any Withdrawal Liability that could reasonably be expected to result in a Material Adverse Effect. None of Holdings, the Borrower and the ERISA Affiliates have received any written notification that any Multiemployer Plan is in reorganization or has been terminated within the meaning of Title IV of ERISA, and no Multiemployer Plan is reasonably expected to be in reorganization or to be terminated, where such reorganization or termination has resulted or could reasonably be expected to result, either individually or through increases in the aggregatecontributions required to be made to such Plan or otherwise, in a Material Adverse Effect, (i) each Employee Benefit Plan and Foreign Pension Plan (and each related trust, insurance contract or fund) has been documented, funded and administered in compliance with all applicable Laws, including, without limitation, ERISA and the Code; (ii) the sponsor or adopting employer of each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Code has received or timely applied for a favorable determination letter, or is entitled to rely on a favorable opinion letter, as applicable, from the IRS indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter or opinion letter which would cause such Employee Benefit Plan to lose its qualified status; (iii) no liability to the PBGC (other than required premium payments), the IRS, any Employee Benefit Plan or any Trust established under Title IV of ERISA has been or is expected to be incurred by any ERISA Party (other than contributions made to an Employee Benefit Plan or such Trust or expenses paid on their behalf, in each case in the ordinary course); (iv) no ERISA Event has occurred or is reasonably expected to occur; (v) the present value of the aggregate benefit liabilities under each Pension Plan (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan) did not exceed the aggregate current value of the assets of such Pension Plan; (vi) no ERISA Party is in “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan; (vii) no ERISA Party has incurred any obligation in connection with the termination of, or withdrawal from, any Foreign Pension Plan; and (viii) the present value of the accrued benefit liabilities (whether or not vested) under each Foreign Pension Plan, determined as of the end of Holdings’ and the Borrowers’ most recently ended Fiscal Year for which audited financial statements are available on the basis of the actuarial assumptions described in Holdings’ audited financial statements for such Fiscal Year, did not exceed the aggregate of (A) the current value of the assets of such Foreign Pension Plan allocable to such benefit liabilities and (B) the amount then reserved on Holdings’ consolidated balance sheet in respect of such liabilities (and such amount reserved on Holdings’ consolidated balance sheet does not constitute a material liability to Holdings and its Restricted Subsidiaries taken as a whole).

Employee Benefit Plans. Except as could not reasonably be expected The Borrower, each Restricted Subsidiary and each of their respective ERISA Affiliates is in compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to resulteach Employee Benefit Plan, either and has performed all its obligations under each Employee Benefit Plan, except where such failure to comply or perform, individually or in the aggregate, in would not reasonably be expected to have a Material Adverse Effect, (i) each Employee Benefit Plan and Foreign Pension Plan (and each related trust, insurance contract or fund) has been documented, funded and administered in compliance with all applicable Laws, including, without limitation, ERISA and the Code; (ii) the sponsor or adopting employer of each . Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received or timely applied for a favorable determination letter, letter or is entitled to rely on a favorable opinion letter, as applicable, letter from the IRS indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter or opinion letter which would cause such Employee Benefit Plan to lose its qualified status; (iii) no . No liability to the PBGC (other than required premium payments), the IRS, any Employee Benefit Plan or any Trust trust established under Title IV of ERISA has been or is expected to be incurred by the Borrower, any Restricted Subsidiary or any of their respective ERISA Party (other than contributions made to an Employee Benefit Plan Affiliates, except as would not, individually or such Trust or expenses paid on their behalf, in each case in the ordinary course); (iv) no aggregate, reasonably be expected to have a Material Adverse Effect. No ERISA Event or Foreign Plan Event has occurred or is reasonably expected to occur; , except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (vthrough the purchase of insurance or otherwise) for any retired or former employee of the Borrower, any Restricted Subsidiary or any of their respective ERISA Affiliates. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by the Borrower, any Restricted Subsidiary or any of their respective ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified used for funding purposes in the most recent actuarial valuation for such Pension Plan) of Accounting Standards Codification Topic 715), did not exceed the aggregate current value of the assets of such Pension Plan; . As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of the Borrower, the Restricted Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (viwithin the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 101(l) no of ERISA Party is zero. The Borrower, each Restricted Subsidiary and each of their respective ERISA Affiliates is not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan; (vii) no ERISA Party has incurred any obligation in connection with the termination of, or withdrawal from, any Foreign Pension Plan; and (viii) the present value . None of the accrued benefit liabilities Borrower or any of its Subsidiaries is an entity deemed to hold “plan assets” (whether or not vestedwithin the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) under each Foreign Pension Plan, determined as of the end of Holdings’ and the Borrowers’ most recently ended Fiscal Year for which audited financial statements are available on the basis of the actuarial assumptions described in Holdings’ audited financial statements for such Fiscal Year, did not exceed the aggregate of (A) the current value of the assets of such Foreign Pension Plan allocable to such benefit liabilities and (B) the amount then reserved on Holdings’ consolidated balance sheet in respect of such liabilities (and such amount reserved on Holdings’ consolidated balance sheet does not constitute a material liability to Holdings and its Restricted Subsidiaries taken as a wholeERISA).

Employee Benefit Plans. Except as could not reasonably be expected to resultHoldings, either individually or in the aggregate, in a Material Adverse Effect, (i) each Employee Benefit Plan and Foreign Pension Plan (of its Subsidiaries and each related trust, insurance contract or fund) has been documented, funded and administered of their respective ERISA Affiliates are in compliance with all applicable Laws, including, without limitation, provisions and requirements of ERISA and the Code; (ii) Internal Revenue Code and the sponsor or adopting employer of regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all obligations under each Employee Benefit Plan except, in each case, as would not be reasonably likely to have a Material Adverse Effect. Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received or timely applied for a favorable determination letter, or is entitled to rely on a favorable opinion letter, as applicable, letter from the IRS Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and and, to the knowledge of Holdings nothing has occurred subsequent to the issuance of such determination letter or opinion letter which would cause such Employee Benefit Plan to lose its qualified status; (iii) no , except as would not be reasonably likely to have Material Adverse Effect. No liability to the PBGC (other than required premium payments), the IRS, any Employee Benefit Plan or any Trust established under Title IV of ERISA ) has been or is expected to be incurred by Holdings, any of its Subsidiaries or any of their ERISA Party (other than contributions made Affiliates, except as would not be reasonably likely to an Employee Benefit Plan or such Trust or expenses paid on their behalf, in each case in the ordinary course); (iv) no have a Material Adverse Effect. No ERISA Event has occurred or is reasonably expected to occur; , except as would not be reasonably likely to have a Material Adverse Effect. Except to the extent required under Section 4980B of the Internal Revenue Code or similar laws, no Employee Benefit Plan provides health or welfare benefits (vthrough the purchase of insurance or otherwise) for any retired or former employee of Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates, except as would not be reasonably likely to have a Material Adverse Effect. Except as would not be reasonably likely to have a Material Adverse Effect, the present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by Holdings, any of its Subsidiaries or any of their ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan) ), did not exceed the aggregate current value of the assets of such Pension Plan; . As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of Holdings, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (viwithin the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) no of ERISA Party is would not be reasonably likely to have a Material Adverse Effect. Except as would not be reasonably likely to have a Material Adverse Effect, Holdings, each of its Subsidiaries and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan; (vii) no ERISA Party has incurred any obligation in connection with the termination of, or withdrawal from, any Foreign Pension Plan; and (viii) the present value of the accrued benefit liabilities (whether or not vested) under each Foreign Pension Plan, determined as of the end of Holdings’ and the Borrowers’ most recently ended Fiscal Year for which audited financial statements are available on the basis of the actuarial assumptions described in Holdings’ audited financial statements for such Fiscal Year, did not exceed the aggregate of (A) the current value of the assets of such Foreign Pension Plan allocable to such benefit liabilities and (B) the amount then reserved on Holdings’ consolidated balance sheet in respect of such liabilities (and such amount reserved on Holdings’ consolidated balance sheet does not constitute a material liability to Holdings and its Restricted Subsidiaries taken as a whole).

Employee Benefit Plans. Except as could not reasonably be expected Holdings, each of its Subsidiaries and each of their respective ERISA Affiliates are in compliance in all material respects with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to result, either individually or in the aggregate, in a Material Adverse Effect, (i) each Employee Benefit Plan Plan, and Foreign Pension Plan (and have performed all their obligations in all material respects under each related trust, insurance contract or fund) has been documented, funded and administered in compliance with all applicable Laws, including, without limitation, ERISA and the Code; (ii) the sponsor or adopting employer of each Employee Benefit Plan. Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received or timely applied for a favorable determination letter, or is entitled to rely on a favorable opinion letter, as applicable, letter from the IRS Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter or opinion letter which would cause such Employee Benefit Plan to lose its qualified status; (iii) no . No liability to the PBGC (other than required premium payments), the IRSInternal Revenue Service, any Employee Benefit Plan or any Trust trust established under Title IV of ERISA has been or is expected to be incurred by Holdings, any of its Subsidiaries or any of their ERISA Party (other than contributions made to an Employee Benefit Plan or such Trust or expenses paid on their behalf, in each case in the ordinary course); (iv) no Affiliates. No ERISA Event has occurred or is reasonably expected to occur; . Except as disclosed in the Historical Financial Statements and except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (vthrough the purchase of insurance or otherwise) the for any retired or former employee of Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by Holdings, any of its Subsidiaries or any of their ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan) ), did not exceed the aggregate current value of the assets of such Pension Plan; . As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of Holdings, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (viwithin the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) no of ERISA Party is zero. Holdings, each of its Subsidiaries and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan; (vii) no ERISA Party has incurred any obligation in connection with the termination of, or withdrawal from, any Foreign Pension Plan; and (viii) the present value of the accrued benefit liabilities (whether or not vested) under each Foreign Pension Plan, determined as of the end of Holdings’ and the Borrowers’ most recently ended Fiscal Year for which audited financial statements are available on the basis of the actuarial assumptions described in Holdings’ audited financial statements for such Fiscal Year, did not exceed the aggregate of (A) the current value of the assets of such Foreign Pension Plan allocable to such benefit liabilities and (B) the amount then reserved on Holdings’ consolidated balance sheet in respect of such liabilities (and such amount reserved on Holdings’ consolidated balance sheet does not constitute a material liability to Holdings and its Restricted Subsidiaries taken as a whole).

Employee Benefit Plans. Except as could not reasonably be expected Holdings, each Subsidiary and each of their respective ERISA Affiliates is in compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to resulteach Employee Benefit Plan, either and has performed all its obligations under each Employee Benefit Plan, except where such failure to comply or perform, individually or in the aggregate, in would not reasonably be expected to have a Material Adverse Effect, (i) each Employee Benefit Plan and Foreign Pension Plan (and each related trust, insurance contract or fund) has been documented, funded and administered in compliance with all applicable Laws, including, without limitation, ERISA and the Code; (ii) the sponsor or adopting employer of each . Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received or timely applied for a favorable determination letter, letter or is entitled to rely on a favorable opinion letter, as applicable, letter from the IRS indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter or opinion letter which would cause such Employee Benefit Plan to lose its qualified status; (iii) no . No liability to the PBGC (other than required premium payments), the IRS, any Employee Benefit Plan or any Trust trust established under Title IV of ERISA has been or is expected to be incurred by Holdings, any Subsidiary or any of their respective ERISA Party (other than contributions made to an Employee Benefit Plan Affiliates, except as would not, individually or such Trust or expenses paid on their behalf, in each case in the ordinary course); (iv) no aggregate, reasonably be expected to have a Material Adverse Effect. No ERISA Event has occurred or is reasonably expected to occur; (v) , except as would not, individually or in the present value aggregate, reasonably be expected to have a Material Adverse Effect. Except to the extent required under Section 4980B of the aggregate benefit liabilities under each Pension Plan (determined Internal Revenue Code or similar state laws, and except as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes would not, individually or in the most recent actuarial valuation aggregate, reasonably be expected to have a Material Adverse Effect, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for such Pension Plan) did not exceed the aggregate current value any retired or former employee of the assets of such Pension Plan; (vi) no ERISA Party is in “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan; (vii) no ERISA Party has incurred any obligation in connection with the termination of, or withdrawal fromHoldings, any Foreign Pension Plan; and (viii) the present value Subsidiary or any of the accrued benefit liabilities (whether or not vested) under each Foreign Pension Plan, determined as of the end of Holdings’ and the Borrowers’ most recently ended Fiscal Year for which audited financial statements are available on the basis of the actuarial assumptions described in Holdings’ audited financial statements for such Fiscal Year, did not exceed the aggregate of (A) the current value of the assets of such Foreign Pension Plan allocable to such benefit liabilities and (B) the amount then reserved on Holdings’ consolidated balance sheet in respect of such liabilities (and such amount reserved on Holdings’ consolidated balance sheet does not constitute a material liability to Holdings and its Restricted Subsidiaries taken as a whole)their respective ERISA Affiliates.

Employee Benefit Plans. Except as could not reasonably be expected Holdings, each of its Subsidiaries and each of their respective ERISA Affiliates are in material compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to resulteach Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, except (with respect to any matter specified in the preceding clause, either individually or in the aggregate, in ) such as is not reasonably likely to have a Material Adverse Effect, (i) each Employee Benefit Plan and Foreign Pension Plan (and each related trust, insurance contract or fund) has been documented, funded and administered in compliance with all applicable Laws, including, without limitation, ERISA and the Code; (ii) the sponsor or adopting employer of each .. Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received or timely applied for a favorable determination letter, or is entitled to rely on a favorable opinion letter, as applicable, letter from the IRS Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter or opinion letter which would cause such Employee Benefit Plan to lose its qualified status; (iii) no . No liability to the PBGC (other than required premium payments), the IRSInternal Revenue Service, any Employee Benefit Plan or any Trust trust established under Title IV of ERISA has been or is expected to be incurred by Holdings, any of its Subsidiaries or any of their ERISA Party (other than contributions made to an Employee Benefit Plan or such Trust or expenses paid on their behalf, in each case in the ordinary course); (iv) no Affiliates. No ERISA Event has occurred or is reasonably expected to occur; . Except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (vthrough the purchase of insurance or otherwise) the for any retired or former employee of Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by Holdings, any of its Subsidiaries or any of their ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan) ), did not exceed the aggregate current value of the assets of such Pension Plan; . As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of Holdings, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (viwithin the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) no of ERISA Party is zero. Holdings, each of its Subsidiaries and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan; (vii) no ERISA Party has incurred any obligation in connection with the termination of, or withdrawal from, any Foreign Pension Plan; and (viii) the present value of the accrued benefit liabilities (whether or not vested) under each Foreign Pension Plan, determined as of the end of Holdings’ and the Borrowers’ most recently ended Fiscal Year for which audited financial statements are available on the basis of the actuarial assumptions described in Holdings’ audited financial statements for such Fiscal Year, did not exceed the aggregate of (A) the current value of the assets of such Foreign Pension Plan allocable to such benefit liabilities and (B) the amount then reserved on Holdings’ consolidated balance sheet in respect of such liabilities (and such amount reserved on Holdings’ consolidated balance sheet does not constitute a material liability to Holdings and its Restricted Subsidiaries taken as a whole).

Employee Benefit Plans. Except as could not reasonably be expected to resultAll employee benefits plans and other benefit programs, either individually or policies and arrangements covering employees of Kimco and its Subsidiaries (the "Kimco Benefit Plans") are listed in the aggregateKimco Disclosure Letter. True and complete copies of the Kimco Benefit Plans have been made available to Price REIT. To the extent applicable, the Kimco Benefit Plans comply, in a Material Adverse Effectall material respects, (i) each Employee Benefit Plan and Foreign Pension Plan (and each related trust, insurance contract or fund) has been documented, funded and administered in compliance with all applicable Laws, including, without limitation, the requirements of ERISA and the Code; (ii) the sponsor or adopting employer of each Employee , and any Kimco Benefit Plan which is intended to qualify be qualified under Section 401(a) of the Code has received or timely applied for a favorable determination letter, or is entitled to rely on a favorable opinion letter, as applicable, from been determined by the IRS indicating that such Employee to be so qualified. No Kimco Benefit Plan is so qualified and nothing or has occurred subsequent to the issuance of such determination letter or opinion letter which would cause such Employee Benefit Plan to lose its qualified status; (iii) no liability to the PBGC (other than required premium payments), the IRS, any Employee Benefit Plan or any Trust established under been covered by Title IV of ERISA or Section 412 of the Code. Neither any Kimco Benefit Plan nor any fiduciary thereof nor Kimco has incurred any material liability or penalty under Section 4975 of the Code or Section 502(i) of ERISA. Each Kimco Benefit Plan has been maintained and administered in all material respects in compliance with its terms and with ERISA and the Code to the extent applicable thereto. To the knowledge of the executive officers of Kimco, there are no pending or is expected to be anticipated claims against or otherwise involving any of the Kimco Benefit Plans and no suit, action or other litigation (excluding claims for benefits incurred by any ERISA Party (other than contributions made to an Employee Benefit Plan or such Trust or expenses paid on their behalf, in each case in the ordinary course); (ivcourse of Kimco Benefit Plan activities) no ERISA Event has occurred been brought against or is reasonably expected with respect to occur; (v) the present value any such Kimco Benefit Plan, except for any of the aggregate benefit liabilities under each Pension Plan (determined foregoing which would not have a Kimco Material Adverse Effect. All material contributions required to be made as of the end date hereof to the Kimco Benefit Plans have been timely made or provided for. Neither Kimco nor any entity under "common control" with Kimco within the meaning of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan) did not exceed the aggregate current value of the assets of such Pension Plan; (vi) no ERISA Party is in “default” Section 4001 has contributed to, or been required to contribute to, any "multiemployer plan" (as defined in Section 4219(c)(5Sections 3(37) and 4001(a)(3) of ERISA). Kimco does not maintain or contribute to any plan, program, policy or arrangement which provides or has any liability to provide life insurance, medical or other employee welfare benefits or supplemental pension benefits to any employee or former employee upon his retirement or termination of employment, except as required under Section 4890B of the Code, and Kimco has never represented, promised or contracted (whether in oral or written form) to any employee or former employee that such benefits would be provided. Except as disclosed in the Kimco Reports, the execution of, and performance of the transactions contemplated by, this Agreement will not (either alone or upon the occurrence of any additional subsequent events) constitute an event under any benefit plan, program, policy, arrangement or agreement or any trust or loan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligations to fund benefits with respect to payments to a Multiemployer Plan; (vii) no ERISA Party has incurred any obligation in connection with the termination ofemployee, director or withdrawal from, consultant of Kimco or any Foreign Pension Plan; and (viii) the present value of the accrued benefit liabilities (whether or not vested) under each Foreign Pension Plan, determined as of the end of Holdings’ and the Borrowers’ most recently ended Fiscal Year for which audited financial statements are available on the basis of the actuarial assumptions described in Holdings’ audited financial statements for such Fiscal Year, did not exceed the aggregate of (A) the current value of the assets of such Foreign Pension Plan allocable to such benefit liabilities and (B) the amount then reserved on Holdings’ consolidated balance sheet in respect of such liabilities (and such amount reserved on Holdings’ consolidated balance sheet does not constitute a material liability to Holdings and its Restricted Subsidiaries taken as a whole)Subsidiaries.

Employee Benefit Plans. Except as could not reasonably be expected (a) The Borrower, each of its Subsidiaries and each of their respective ERISA Affiliates are in compliance in all material respects with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to result, either individually or in the aggregate, in a Material Adverse Effect, (i) each Employee Benefit Plan and Foreign Pension Plan Plan, (and each related trust, insurance contract or fundb) has been documented, funded and administered in compliance with all applicable Laws, including, without limitation, ERISA and the Code; (ii) the sponsor or adopting employer of each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received or timely applied for a favorable determination letter, or is entitled to rely on a favorable opinion letter, as applicable, letter from the IRS Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and and, to the knowledge of any Executive Officer of the Borrower, nothing has occurred subsequent to the issuance of such determination letter or opinion letter which would cause such Employee Benefit Plan to lose its qualified status; , (iiic) no liability Liability to the PBGC (other than required premium payments), the IRSInternal Revenue Service, any Employee Benefit Plan (except in the ordinary course) or any Trust trust established under Title IV of ERISA has been or is expected to be incurred by the Borrower or any Subsidiary or any of their respective ERISA Party Affiliates, (other than contributions made d) except to an the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or such Trust welfare benefits (through the purchase of insurance or expenses paid on otherwise) for any retired or former employee of any of the Borrower or any Subsidiary or any of their behalfrespective ERISA Affiliates, in each case in the ordinary course); (iv) no ERISA Event has occurred or is reasonably expected to occur; (ve) the present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by the Borrower or any Subsidiary or any of their respective ERISA Affiliates, (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan) ), did not exceed the aggregate current value of the assets of such Pension Plan; Plan and (vif) no ERISA Party Event has occurred or is reasonably expected to occur; in “default” (each case, except as defined would not reasonably be expected to result, individually or in Section 4219(c)(5) the aggregate, in a Material Adverse Effect. To the extent applicable, each Foreign Plan has been maintained in material compliance with its terms and with the requirements of ERISA) any and all applicable requirements of Law and has been maintained, where required, in good standing with respect applicable regulatory authorities except where the failure to payments comply or be maintained in good standing would not reasonably be expected to have a Multiemployer Plan; (vii) no ERISA Material Adverse Effect. No Credit Party has incurred any obligation in connection with the termination of, of or withdrawal from, from any Foreign Pension Plan; and (viii) the present value of the accrued benefit liabilities (whether or not vested) under each Foreign Pension Plan, determined as of the end of Holdings’ and the Borrowers’ most recently ended Fiscal Year for which audited financial statements are available on the basis of the actuarial assumptions described in Holdings’ audited financial statements for such Fiscal Year, did not exceed the aggregate of (A) the current value of the assets of such Foreign Pension Plan allocable that could reasonably be expected to such benefit liabilities and (B) the amount then reserved on Holdings’ consolidated balance sheet in respect of such liabilities (and such amount reserved on Holdings’ consolidated balance sheet does not constitute have a material liability to Holdings and its Restricted Subsidiaries taken as a whole)Material Adverse Effect.

Employee Benefit Plans. Except as could Borrower, each of its Subsidiaries and each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan , except, in each case, where the failure to comply or perform would not reasonably be expected to result, either individually or result in liabilities of Borrower and its Subsidiaries in excess of $15,000,000 in the aggregate, in a aggregate or have Material Adverse Effect, (i) each Employee Benefit Plan and Foreign Pension Plan (and each related trust, insurance contract or fund) has been documented, funded and administered in compliance with all applicable Laws, including, without limitation, ERISA and the Code; (ii) the sponsor or adopting employer of each . Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received or timely applied for a favorable determination letter, or is entitled to rely on a favorable opinion letter, as applicable, letter from the IRS Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter or opinion letter which would cause such Employee Benefit Plan to lose its qualified status; (iii) no . No liability to the PBGC (other than required premium payments), the IRSInternal Revenue Service, any Employee Benefit Plan (other than routine contributions) or any Trust trust established under Title IV of ERISA (other than routine contributions) has been or is expected to be incurred by Borrower, any of its Subsidiaries or any of their ERISA Party (other than contributions made to an Employee Benefit Plan or Affiliates, which would, when taken together with all such Trust or expenses paid on their behalfliabilities, in each case exceed $15,000,000 in the ordinary course); (iv) no aggregate for Borrower and its Subsidiaries or which would reasonably be expected to have Material Adverse Effect. No ERISA Event has occurred or is reasonably expected to occur; occur that, when taken together with all such ERISA Events, would exceed $15,000,000 in the aggregate for Borrower and its Subsidiaries or would reasonably be expected to have Material Adverse Effect. Except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws and to the extent an employee became entitled to benefits prior to his or her termination of employment (ve.g., severance, long term disability benefits, etc.), no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) the for any retired or former employee of Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by Borrower, any of its Subsidiaries or any of their ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan) ), did not exceed the aggregate current value of the assets of such Pension Plan; . As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of Borrower, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (viwithin the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) no of ERISA Party is zero. Borrower, each of its Subsidiaries and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan; (vii) no ERISA Party has incurred any obligation in connection with the termination of, or withdrawal from, any Foreign Pension Plan; and (viii) the present value of the accrued benefit liabilities (whether or not vested) under each Foreign Pension Plan, determined as of the end of Holdings’ and the Borrowers’ most recently ended Fiscal Year for which audited financial statements are available on the basis of the actuarial assumptions described in Holdings’ audited financial statements for such Fiscal Year, did not exceed the aggregate of (A) the current value of the assets of such Foreign Pension Plan allocable to such benefit liabilities and (B) the amount then reserved on Holdings’ consolidated balance sheet in respect of such liabilities (and such amount reserved on Holdings’ consolidated balance sheet does not constitute a material liability to Holdings and its Restricted Subsidiaries taken as a whole).

Employee Benefit Plans. Except as as, individually or in the aggregate, could not reasonably be expected to result, either individually or in the aggregate, in have a Material Adverse Effect, (i) each Employee Benefit Plan and Foreign Pension Plan (Credit Party, each of its Subsidiaries and each related trust, insurance contract or fund) has been documented, funded and administered of their respective ERISA Affiliates are in compliance with all applicable Laws, including, without limitation, provisions and requirements of ERISA and the Code; Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, (ii) the sponsor or adopting employer of each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received or timely applied for a favorable determination letter, or is entitled to rely on a favorable opinion letter, as applicable, letter from the IRS Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter or opinion letter which would cause such Employee Benefit Plan to lose its qualified status; , (iii) no liability to the PBGC (other than required premium payments), the IRSInternal Revenue Service, any Employee Benefit Plan or any Trust trust established under Title IV of ERISA has been or is expected to be incurred by each Credit Party, any of its Subsidiaries or any of their ERISA Party (other than contributions made to an Employee Benefit Plan or such Trust or expenses paid on their behalfAffiliates, in each case in the ordinary course); (iv) no ERISA Event has occurred or is reasonably expected to occur; , and (v) except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Credit Party, none of its Subsidiaries and none of their ERISA Affiliates sponsor, maintain or contribute to or have sponsored, maintained or contributed to any “employee benefit plan” as defined in Section 3(3) of ERISA which provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of any Credit Party, any of its Subsidiaries or any of their respective ERISA Affiliates. The present value of the aggregate benefit liabilities under each Pension Employee Benefit Plan sponsored, maintained or contributed to by any Credit Party, any of its Subsidiaries or any of their ERISA Affiliates, (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Employee Benefit Plan) ), did not exceed the aggregate current value of the assets of such Pension Employee Benefit Plan by more than an amount which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of any Credit Party, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal (within the meaning of Section 4203 of ERISA) from such Multiemployer Plan; (vi, when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 101(l) no of ERISA Party is not more than an amount which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Except as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, each Credit Party, each of its Subsidiaries and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan; (vii) no ERISA Party has incurred any obligation in connection with the termination of, or withdrawal from, any Foreign Pension Plan; and (viii) the present value of the accrued benefit liabilities (whether or not vested) under each Foreign Pension Plan, determined as of the end of Holdings’ and the Borrowers’ most recently ended Fiscal Year for which audited financial statements are available on the basis of the actuarial assumptions described in Holdings’ audited financial statements for such Fiscal Year, did not exceed the aggregate of (A) the current value of the assets of such Foreign Pension Plan allocable to such benefit liabilities and (B) the amount then reserved on Holdings’ consolidated balance sheet in respect of such liabilities (and such amount reserved on Holdings’ consolidated balance sheet does not constitute a material liability to Holdings and its Restricted Subsidiaries taken as a whole).

Employee Benefit Plans. Except as Company, each of its Subsidiaries and each of their respective ERISA Affiliates are in compliance in all material respects with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, except for any such failure that, individually or in the aggregate, could not reasonably be expected to result, either individually or in the aggregate, in have a Material Adverse Effect, (i) and have performed all their obligations under each Employee Benefit Plan and Foreign Pension Plan (and each related trust, insurance contract or fund) has been documented, funded and administered in compliance with all applicable Laws, including, without limitation, ERISA and the Code; (ii) the sponsor or adopting employer of each Plan. Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received or timely applied for a favorable determination letter, or is entitled to rely on a favorable opinion letter, as applicable, letter from the IRS Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter or opinion letter which would cause such Employee Benefit Plan to lose its qualified status; (iii) no . No liability to the PBGC (other than required premium payments), the IRSInternal Revenue Service, any Employee Benefit Plan or any Trust trust established under Title IV of ERISA has been or is expected to be incurred by Company, any of its Subsidiaries or any of their ERISA Party (other than contributions made to an Employee Benefit Plan or such Trust or expenses paid on their behalf, in each case in the ordinary course); (iv) no Affiliates. No ERISA Event has occurred or is reasonably expected to occur; . Except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (vthrough the purchase of insurance or otherwise) the for any retired or former employee of Company, any of its Subsidiaries or any of their respective ERISA Affiliates. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by Company, any of its Subsidiaries or any of their ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan) ), did not exceed the aggregate current value of the assets of such Pension Plan; . As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of Company, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (viwithin the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) no of ERISA Party is zero. Company, each of its Subsidiaries and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan; (vii) no ERISA Party has incurred any obligation in connection with the termination of, or withdrawal from, any Foreign Pension Plan; and (viii) the present value of the accrued benefit liabilities (whether or not vested) under each Foreign Pension Plan, determined as of the end of Holdings’ and the Borrowers’ most recently ended Fiscal Year for which audited financial statements are available on the basis of the actuarial assumptions described in Holdings’ audited financial statements for such Fiscal Year, did not exceed the aggregate of (A) the current value of the assets of such Foreign Pension Plan allocable to such benefit liabilities and (B) the amount then reserved on Holdings’ consolidated balance sheet in respect of such liabilities (and such amount reserved on Holdings’ consolidated balance sheet does not constitute a material liability to Holdings and its Restricted Subsidiaries taken as a whole).

Employee Benefit Plans. Except as could not reasonably be expected Borrower, each of its Subsidiaries and each of their respective ERISA Affiliates are in compliance in all material respects with applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to result, either individually or in the aggregate, in a Material Adverse Effect, (i) each Employee Benefit Plan, and have performed in all material respects their obligations under each Employee Benefit Plan. Each Employee Benefit Plan complies in form and Foreign Pension Plan (operation in all material respects with its terms and each related trust, insurance contract or fund) has been documented, funded applicable provisions and administered in compliance with all applicable Laws, including, without limitation, requirements of ERISA and the Code; (ii) Internal Revenue Code and the sponsor or adopting employer of each regulations and published interpretations thereunder. Each Employee Benefit Plan which that is intended to qualify under Section 401(a) of the Internal Revenue Code has received or timely applied for a favorable determination letter, or is entitled to rely on a favorable opinion letter, as applicable, letter from the IRS Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and and, to the knowledge of Borrower, nothing has occurred subsequent to the issuance of such determination letter or opinion letter which that would cause such Employee Benefit Plan to lose its qualified status; (iii) no . No liability to the PBGC (other than required premium payments), the IRSInternal Revenue Service, any Employee Benefit Plan or any Trust trust established under Title IV of ERISA has been or is expected to be incurred by Borrower, any of its Subsidiaries or any of their ERISA Party (other than contributions made to an Employee Benefit Plan or such Trust or expenses paid on their behalf, in each case in the ordinary course); (iv) no Affiliates. No ERISA Event has occurred or is is, to Borrower’s knowledge, reasonably expected to occur; . Except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws or to the extent set forth on Schedule 4.20, no Employee Benefit Plan provides health or welfare benefits (vthrough the purchase of insurance or otherwise) the for any retired or former employee of Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by Borrower, any of its Subsidiaries or any of their ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan) ), did not exceed the aggregate current value of the assets of such Pension Plan; (vi) . Borrower, each of its Subsidiaries and each of their respective ERISA Affiliates have made all required contributions to each Pension Plan and no application for a funding waiver or the extension of any amortization period pursuant to Section 412 of the Internal Revenue Code or Section 302 of ERISA Party is has been made with respect to any Pension Plan. Neither Borrower, nor any of its Subsidiaries nor any of their respective ERISA Affiliates has engaged in “default” (as defined in a transaction that could be subject to Section 4219(c)(54069 or Section 4212(c) of ERISA) . No Credit Party nor any ERISA Affiliate of any Credit Party participates in or has, or had within the past six years, any obligation or liability, whether absolute or contingent, with respect to payments to a any Multiemployer Plan; (vii) no ERISA Party has incurred any obligation in connection with the termination of, or withdrawal from, any Foreign Pension Plan; and (viii) the present value of the accrued benefit liabilities (whether or not vested) under each Foreign Pension Plan, determined as of the end of Holdings’ and the Borrowers’ most recently ended Fiscal Year for which audited financial statements are available on the basis of the actuarial assumptions described in Holdings’ audited financial statements for such Fiscal Year, did not exceed the aggregate of (A) the current value of the assets of such Foreign Pension Plan allocable to such benefit liabilities and (B) the amount then reserved on Holdings’ consolidated balance sheet in respect of such liabilities (and such amount reserved on Holdings’ consolidated balance sheet does not constitute a material liability to Holdings and its Restricted Subsidiaries taken as a whole).

Employee Benefit Plans. Except as (a) The Borrower and each Subsidiary is in compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations with respect to each Employee Benefit Plan, and has performed all its obligations under each Employee Benefit Plan, except where such failure to comply or perform, individually or in the aggregate, could not reasonably be expected to result, either individually or in the aggregate, in have a Material Adverse Effect, (i) each Employee Benefit Plan and Foreign Pension Plan (and each related trust, insurance contract or fund) has been documented, funded and administered in compliance with all applicable Laws, including, without limitation, ERISA and the Code; (ii) the sponsor or adopting employer of each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Code has received or timely applied for a favorable determination letter, or is entitled to rely on a favorable opinion letter, as applicable, from the IRS indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter or opinion letter which would cause such Employee Benefit Plan to lose its qualified status; (iii) no . No liability to the PBGC (other than required premium payments), the IRS, ) with respect to any Employee Benefit Pension Plan or any Trust established under Title IV of ERISA has been or is expected to be incurred by the Borrower, any Subsidiary or any of their respective ERISA Party Affiliates (other than contributions made with respect to an Employee Benefit Plan ERISA Affiliates, solely to the extent that could reasonably be expected to result in material liability to the Borrower and the Subsidiaries taken as a whole), except as could not, individually or such Trust or expenses paid on their behalf, in each case in the ordinary course); (iv) no aggregate, reasonably be expected to have a Material Adverse Effect. No ERISA Event has occurred or is reasonably expected to occur that, alone or together with any other ERISA Events that have occurred or are reasonably expected to occur; (v) the , could reasonably be expected to have a Material Adverse Effect. The present value of the aggregate benefit liabilities under each Pension Plan (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan) ), did not exceed the aggregate current value of the assets of such Pension Plan; Plan by an amount that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of the Borrower and the Subsidiaries and any of their respective ERISA Affiliates (viwith respect to ERISA Affiliates, solely to the extent that could reasonably be expected to result in material liability to the Borrower and the Subsidiaries taken as a whole) no for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISA, could not reasonably be expected to have a Material Adverse Effect. The Borrower and each Subsidiary and each of their respective ERISA Party Affiliates (with respect to ERISA Affiliates, solely to the extent that could reasonably be expected to result in material liability to the Borrower and the Subsidiaries taken as a whole) has complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and is not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan; (vii) no ERISA Party has incurred any obligation , except where such failure to comply or such default, individually or in connection with the termination ofaggregate, or withdrawal from, any Foreign Pension Plan; and (viii) the present value of the accrued benefit liabilities (whether or could not vested) under each Foreign Pension Plan, determined as of the end of Holdings’ and the Borrowers’ most recently ended Fiscal Year for which audited financial statements are available on the basis of the actuarial assumptions described in Holdings’ audited financial statements for such Fiscal Year, did not exceed the aggregate of (A) the current value of the assets of such Foreign Pension Plan allocable reasonably be expected to such benefit liabilities and (B) the amount then reserved on Holdings’ consolidated balance sheet in respect of such liabilities (and such amount reserved on Holdings’ consolidated balance sheet does not constitute have a material liability to Holdings and its Restricted Subsidiaries taken as a whole)Material Adverse Effect.

Employee Benefit Plans. Except as could is not reasonably be expected likely to result, either individually or in the aggregate, in have a Material Adverse Effect: (a) Borrower, (i) each Employee Benefit Plan and Foreign Pension Plan (of its Subsidiaries and each related trust, insurance contract or fund) has been documented, funded and administered of their respective ERISA Affiliates are in compliance with all applicable Laws, including, without limitation, provisions and requirements of ERISA and the CodeInternal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan; (iib) the sponsor or adopting employer of each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received or timely applied for a favorable determination letter, or is entitled to rely on a favorable opinion letter, as applicable, letter from the IRS Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter or opinion letter which would cause such Employee Benefit Plan to lose its qualified status; (iiic) no liability to the PBGC (other than required premium payments), the IRSInternal Revenue Service, any Employee Benefit Plan or any Trust trust established under Title IV of ERISA has been or is expected to be incurred by Borrower, any of its Subsidiaries or any of their ERISA Party (other than contributions made to an Employee Benefit Plan or such Trust or expenses paid on their behalf, in each case in the ordinary course)Affiliates; (ivd) no ERISA Event has occurred or is reasonably expected likely to occur; and (ve) Borrower, each of its Subsidiaries and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan. Except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by Borrower, any of its Subsidiaries or any of their ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan) ), did not exceed the aggregate current value of the assets of such Pension Plan; . As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of Borrower, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (vi) no ERISA Party is in “default” (as defined in within the meaning of Section 4219(c)(54203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISA) with respect to payments to a Multiemployer Plan; (vii) no ERISA Party has incurred any obligation in connection with the termination of, or withdrawal from, any Foreign Pension Plan; and (viii) the present value of the accrued benefit liabilities (whether or not vested) under each Foreign Pension Plan, determined as of the end of Holdings’ and the Borrowers’ most recently ended Fiscal Year for which audited financial statements are available on the basis of the actuarial assumptions described in Holdings’ audited financial statements for such Fiscal Year, did not exceed the aggregate of (A) the current value of the assets of such Foreign Pension Plan allocable to such benefit liabilities and (B) the amount then reserved on Holdings’ consolidated balance sheet in respect of such liabilities (and such amount reserved on Holdings’ consolidated balance sheet does not constitute a material liability to Holdings and its Restricted Subsidiaries taken as a whole).is zero

Employee Benefit Plans. Except as could (a) Each of Holdings, the Company, the Material Subsidiaries and the ERISA Affiliates is in compliance with the applicable provisions of ERISA and the provisions of the Code relating to Plans and the regulations and published interpretations thereunder and any similar applicable non-U.S. law, except for such noncompliance that would not reasonably be expected to resulthave a Material Adverse Effect. No Reportable Event has occurred during the past five years as to which Holdings, either individually the Company, any of the Material Subsidiaries or in any ERISA Affiliate was required to file a report with the aggregatePBGC, in other than reports that have been filed and reports the failure of which to file would not reasonably be expected to have a Material Adverse Effect. As of the Effective Date, the excess of the present value of all benefit liabilities under each Plan of Holdings, the Company, the Material Subsidiaries and the ERISA Affiliates (based on those assumptions used to fund such Plan), as of the last annual valuation date applicable thereto for which a valuation is available, over the value of the assets of such Plan would not reasonably be expected to have a Material Adverse Effect, (i) each Employee Benefit Plan and Foreign Pension Plan (and each related trust, insurance contract or fund) has been documented, funded and administered in compliance with all applicable Laws, including, without limitation, ERISA and the Code; (ii) the sponsor or adopting employer of each Employee Benefit Plan which is intended to qualify under Section 401(a) excess of the Code has received or timely applied present value of all benefit liabilities of all underfunded Plans (based on those assumptions used to fund each such Plan) as of the last annual valuation dates applicable thereto for a favorable determination letterwhich valuations are available, or is entitled to rely on a favorable opinion letter, as applicable, from over the IRS indicating that value of the assets of all such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter or opinion letter which under funded Plans would cause such Employee Benefit Plan to lose its qualified status; (iii) no liability to the PBGC (other than required premium payments), the IRS, any Employee Benefit Plan or any Trust established under Title IV of ERISA has been or is not reasonably be expected to be incurred by any ERISA Party (other than contributions made to an Employee Benefit Plan or such Trust or expenses paid on their behalf, in each case in the ordinary course); (iv) no have a Material Adverse Effect. No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events which have occurred or for which liability is reasonably expected to occur; (v) , would reasonably be expected to result in a Material Adverse Effect. None of Holdings, the present value Company, the Material Subsidiaries and the ERISA Affiliates has received any written notification that any Multiemployer Plan is in reorganization or has been terminated within the meaning of the aggregate benefit liabilities under each Pension Title IV of ERISA, or has knowledge that any Multiemployer Plan (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes is reasonably expected to be in reorganization or to be terminated, where such reorganization or termination has had or would reasonably be expected to have, through increases in the most recent actuarial valuation for such Pension Plan) did not exceed the aggregate current value of the assets of such Pension Plan; (vi) no ERISA Party is in “default” (as defined in Section 4219(c)(5) of ERISA) with respect contributions required to payments to a Multiemployer Plan; (vii) no ERISA Party has incurred any obligation in connection with the termination of, or withdrawal from, any Foreign Pension Plan; and (viii) the present value of the accrued benefit liabilities (whether or not vested) under each Foreign Pension Plan, determined as of the end of Holdings’ and the Borrowers’ most recently ended Fiscal Year for which audited financial statements are available on the basis of the actuarial assumptions described in Holdings’ audited financial statements for such Fiscal Year, did not exceed the aggregate of (A) the current value of the assets of such Foreign Pension Plan allocable be made to such benefit liabilities and (B) the amount then reserved on Holdings’ consolidated balance sheet in respect of such liabilities (and such amount reserved on Holdings’ consolidated balance sheet does not constitute Plan or otherwise, a material liability to Holdings and its Restricted Subsidiaries taken as a whole)Material Adverse Effect.

Employee Benefit Plans. Except as could not reasonably be expected to resultBorrower, either individually or in the aggregate, in a Material Adverse Effect, (i) each Employee Benefit Plan and Foreign Pension Plan (of its Subsidiaries and each related trust, insurance contract or fund) has been documented, funded and administered of their respective ERISA Affiliates are in compliance with all applicable Lawsprovisions and requirements of ERISA, including, without limitation, ERISA and the Code; (ii) Code and, in each case, the sponsor or adopting employer of regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, in each case, in all material respects. Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Code has received or timely applied for a favorable determination letter, or is entitled to rely on a favorable opinion letter, as applicable, letter from the IRS Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and and, to the knowledge of any Credit Party, nothing has occurred subsequent to the issuance of such determination letter or opinion letter which would cause such Employee Benefit Plan to lose its qualified status; (iii) no . No liability under Title IV of ERISA to the PBGC (other than required premium payments), the IRSInternal Revenue Service, any Employee Benefit Plan or any Trust trust established under Title IV of ERISA has been or is reasonably expected to be incurred by Borrower, any of its Subsidiaries or any of their ERISA Party (other than contributions made to an Employee Benefit Plan or such Trust or expenses paid on their behalf, in each case in the ordinary course); (iv) no Affiliates. No ERISA Event has occurred or is reasonably expected to occur; . There are no pending or, to the knowledge of Borrower or any of its Subsidiaries, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Employee Benefit Plan that could reasonably be expected to have a Material Adverse Effect. There has been no violation of the fiduciary responsibility rules with respect to any Employee Benefit Plan that has resulted or could reasonably be expected to result in a Material Adverse Effect. None of Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates has engaged in a transaction that could be subject to Section 4069 or 4212(c) of ERISA. Except to the extent required under Section 4980B of the Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (vthrough the purchase of insurance or otherwise) the for any retired or former employee of Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates that would reasonably be expected to result in a material liability to Borrower or any of its Subsidiaries. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by Borrower, any of its Subsidiaries or any of their ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan) ), did not exceed the aggregate current value of the assets of such Pension Plan; . As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of Borrower, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (viwithin the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) no of ERISA Party is zero. Borrower, each of its Subsidiaries and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan; (vii) no ERISA Party has incurred any obligation in connection with the termination of, or withdrawal from, any Foreign Pension Plan; and (viii) the present value of the accrued benefit liabilities (whether or not vested) under each Foreign Pension Plan, determined as of the end of Holdings’ and the Borrowers’ most recently ended Fiscal Year for which audited financial statements are available on the basis of the actuarial assumptions described in Holdings’ audited financial statements for such Fiscal Year, did not exceed the aggregate of (A) the current value of the assets of such Foreign Pension Plan allocable to such benefit liabilities and (B) the amount then reserved on Holdings’ consolidated balance sheet in respect of such liabilities (and such amount reserved on Holdings’ consolidated balance sheet does not constitute a material liability to Holdings and its Restricted Subsidiaries taken as a whole).

Employee Benefit Plans. Except Borrower, each of its Subsidiaries and each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, except as could not reasonably be expected to result, either individually or in the aggregate, in have a Material Adverse Effect, (i) each Employee Benefit Plan and Foreign Pension Plan (and each related trust, insurance contract or fund) has been documented, funded and administered in compliance with all applicable Laws, including, without limitation, ERISA and the Code; (ii) the sponsor or adopting employer of each . Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received or timely applied for a favorable determination letter, or is entitled to rely on a favorable opinion letter, as applicable, letter from the IRS Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter or opinion letter which would reasonably be expected to cause such Employee Benefit Plan to lose its qualified status; (iii) no . No liability to the PBGC (other than required premium paymentspayments due but not delinquent), the IRSInternal Revenue Service, any Employee Benefit Plan or any Trust trust established under Title IV of ERISA has been or is expected to be incurred by Borrower, any of its Subsidiaries or any of their ERISA Party (other than contributions made Affiliates except as could not reasonably be expected to an Employee Benefit Plan or such Trust or expenses paid on their behalf, in each case in the ordinary course); (iv) no have a Material Adverse Effect. No ERISA Event that could reasonably be expected to have a Material Adverse Effect has occurred or is reasonably expected to occur; . Except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (vthrough the purchase of insurance or otherwise) the for any retired or former employee of Borrower or any of its Subsidiaries. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by Borrower, any of its Subsidiaries or any of their ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan) ), did not exceed the aggregate current value of the assets of such Pension Plan; . As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of Borrower, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (viwithin the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 101(l) no of ERISA Party is zero. Borrower, each of its Subsidiaries and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan; (vii) no ERISA Party has incurred any obligation in connection with the termination of, or withdrawal from, any Foreign Pension Plan; and (viii) the present value of the accrued benefit liabilities (whether or not vested) under each Foreign Pension Plan, determined as of the end of Holdings’ and the Borrowers’ most recently ended Fiscal Year for which audited financial statements are available on the basis of the actuarial assumptions described in Holdings’ audited financial statements for such Fiscal Year, did not exceed the aggregate of (A) the current value of the assets of such Foreign Pension Plan allocable to such benefit liabilities and (B) the amount then reserved on Holdings’ consolidated balance sheet in respect of such liabilities (and such amount reserved on Holdings’ consolidated balance sheet does not constitute a material liability to Holdings and its Restricted Subsidiaries taken as a whole).

Employee Benefit Plans. Except Holdings and each of its Subsidiaries are in compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, except as could would not reasonably be expected to result, either individually or in the aggregate, in have a Material Adverse Effect, (i) each Employee Benefit Plan and Foreign Pension Plan (and each related trust, insurance contract or fund) has been documented, funded and administered in compliance with all applicable Laws, including, without limitation, ERISA and the Code; (ii) the sponsor or adopting employer of each . Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received or timely applied for a favorable determination letter, or is entitled to rely on a favorable opinion letter, as applicable, letter from the IRS Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter or opinion letter which would reasonably be expected to cause such Employee Benefit Plan to lose its qualified status; (iii) no . No liability to the PBGC (other than required premium payments), the IRSInternal Revenue Service, any Employee Benefit Plan (other than the payment of benefits in the ordinary course) or any Trust trust established under Title IV of ERISA has been or is expected to be incurred by Holdings, any of its Subsidiaries or any of their respective ERISA Party (other than contributions made Affiliates, except as would not reasonably be expected to an Employee Benefit Plan or such Trust or expenses paid on their behalf, in each case in the ordinary course); (iv) no have a Material Adverse Effect. No ERISA Event has occurred or is reasonably expected to occur; (v) , except as would not reasonably be expected to have a Material Adverse Effect. Except to the present value extent required under Section 4980B of the aggregate benefit liabilities under Internal Revenue Code or similar state laws or as set forth on Schedule 4.20, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates. Holdings, each Pension of its Subsidiaries and each of their ERISA Affiliates have complied in all material respects with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes and are not in the most recent actuarial valuation for such Pension Plan) did not exceed the aggregate current value of the assets of such Pension Plan; (vi) no ERISA Party is in “material "default” " (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan; (vii) no ERISA Party has incurred any obligation in connection with the termination of, or withdrawal from, any Foreign Pension Plan; and (viii) the present value of the accrued benefit liabilities (whether or not vested) under each Foreign Pension Plan, determined as of the end of Holdings’ and the Borrowers’ most recently ended Fiscal Year for which audited financial statements are available on the basis of the actuarial assumptions described in Holdings’ audited financial statements for such Fiscal Year, did not exceed the aggregate of (A) the current value of the assets of such Foreign Pension Plan allocable to such benefit liabilities and (B) the amount then reserved on Holdings’ consolidated balance sheet in respect of such liabilities (and such amount reserved on Holdings’ consolidated balance sheet does not constitute a material liability to Holdings and its Restricted Subsidiaries taken as a whole).

Employee Benefit Plans. Except as could not reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect, (i) each Employee Benefit Plan and Foreign Pension Plan (The Borrower and each related trust, insurance contract or fund) has been documented, funded and administered of its Subsidiaries are in compliance with all applicable Laws, including, without limitation, provisions and requirements of ERISA and the Code; (ii) Internal Revenue Code and the sponsor or adopting employer of regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan. Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received or timely applied for a favorable determination letter, or is entitled to rely on a favorable opinion letter, as applicable, letter from the IRS Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter or opinion letter which would cause such Employee Benefit Plan to lose its qualified status; (iii) no . No liability to the PBGC (other than required premium payments), the IRSInternal Revenue Service, any Employee Benefit Plan or any Trust trust established under Title IV of ERISA has been or is expected to be incurred by the Borrower, any of its Subsidiaries or any of their ERISA Party (other than contributions made to an Employee Benefit Plan or such Trust or expenses paid on their behalf, in each case in the ordinary course); (iv) no Affiliates. No ERISA Event has occurred or is reasonably expected to occur; . Except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (vthrough the purchase of insurance or otherwise) the for any retired or former employee of Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by Borrower, any of its Subsidiaries or any of their ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan) ), did not exceed the aggregate current value of the assets of such Pension Plan; . As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of Borrower, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (viwithin the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) no of ERISA Party is zero. Borrower, each of its Subsidiaries and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan; (vii) no ERISA Party has incurred any obligation in connection with the termination of, or withdrawal from, any Foreign Pension Plan; and (viii) the present value of the accrued benefit liabilities (whether or not vested) under each Foreign Pension Plan, determined as of the end of Holdings’ and the Borrowers’ most recently ended Fiscal Year for which audited financial statements are available on the basis of the actuarial assumptions described in Holdings’ audited financial statements for such Fiscal Year, did not exceed the aggregate of (A) the current value of the assets of such Foreign Pension Plan allocable to such benefit liabilities and (B) the amount then reserved on Holdings’ consolidated balance sheet in respect of such liabilities (and such amount reserved on Holdings’ consolidated balance sheet does not constitute a material liability to Holdings and its Restricted Subsidiaries taken as a whole).

Employee Benefit Plans. Except as could not reasonably be expected to result(a) Holdings, either individually or in the aggregate, in a Material Adverse Effect, (i) each Employee Benefit Plan and Foreign Pension Plan (of its Subsidiaries and each related trust, insurance contract or fund) has been documented, funded and administered of their respective ERISA Affiliates are in compliance with all applicable Laws, including, without limitation, provisions and requirements of ERISA and the Code; (ii) Internal Revenue Code and the sponsor or adopting employer of regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan. Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received or timely applied for a favorable determination letter, letter from the Internal Revenue Service or is entitled to rely on a favorable opinion letterletter from a prototype plan sponsor, as applicable, from the IRS applicable indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter or opinion letter which would cause such Employee Benefit Plan to lose its qualified status; (iii) no . No liability to the PBGC (other than required premium payments), the IRSInternal Revenue Service, any Employee Benefit Plan or any Trust trust established under Title IV of ERISA has been or is expected to be incurred by Holdings, any of its Subsidiaries or any of their ERISA Party (other than contributions made to an Employee Benefit Plan or such Trust or expenses paid on their behalf, in each case in the ordinary course); (iv) no Affiliates. No ERISA Event has occurred or is reasonably expected to occur; . Except as set forth on Schedule 4.19 or except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (vthrough the purchase of insurance or otherwise) the for any retired or former employee of Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by Holdings, any of its Subsidiaries or any of their ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan) ), did not exceed the aggregate current value of the assets of such Pension Plan; Plan by an amount that could reasonably be expected to result in a Material Adverse Effect. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of Holdings, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (viwithin the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) no of ERISA Party is could not reasonably be expected to result in a Material Adverse Effect. Holdings, each of its Subsidiaries and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan; (vii) no ERISA Party has incurred any obligation Plan in connection with the termination of, or withdrawal from, any Foreign Pension Plan; and (viii) the present value of the accrued benefit liabilities (whether or not vested) under each Foreign Pension Plan, determined as of the end of Holdings’ and the Borrowers’ most recently ended Fiscal Year for which audited financial statements are available on the basis of the actuarial assumptions described a manner that could reasonably be expected to result in Holdings’ audited financial statements for such Fiscal Year, did not exceed the aggregate of (A) the current value of the assets of such Foreign Pension Plan allocable to such benefit liabilities and (B) the amount then reserved on Holdings’ consolidated balance sheet in respect of such liabilities (and such amount reserved on Holdings’ consolidated balance sheet does not constitute a material liability to Holdings and its Restricted Subsidiaries taken as a whole)Material Adverse Effect.

Employee Benefit Plans. (a) Except as could not reasonably be expected to resultnot, either individually or in the aggregate, in reasonably be expected to have a Material Adverse Effect, (i) the Borrower, each Employee Benefit Plan and Foreign Pension Plan (of its Subsidiaries and each related trust, insurance contract or fund) has been documented, funded and administered of their respective ERISA Affiliates are in compliance with all applicable Laws, including, without limitation, provisions and requirements of ERISA and the Code; (ii) Internal Revenue Code and the sponsor or adopting employer of regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan. Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received or timely applied for a favorable determination letter, or is entitled to rely on a favorable opinion letter, as applicable, letter from the IRS Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter or opinion letter which would cause such Employee Benefit Plan to lose its qualified status; (iii) no . No liability to the PBGC (other than required premium payments), the IRSInternal Revenue Service, any Employee Benefit Plan or any Trust trust established under Title IV of ERISA has been or is expected to be incurred by the Borrower, any of its Subsidiaries or any of their ERISA Party (other than contributions made to an Employee Benefit Plan or such Trust or expenses paid on their behalf, in each case in the ordinary course); (iv) no Affiliates. No ERISA Event has occurred or is reasonably expected to occur; . Except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (vthrough the purchase of insurance or otherwise) for any retired or former employee of the Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by the Borrower, any of its Subsidiaries or any of their ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan) ), did not exceed the aggregate current value of the assets of such Pension Plan; . As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of the Borrower, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (viwithin the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) no of ERISA Party is zero. The Borrower, each of its Subsidiaries and each of their ERISA Affiliates have materially complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan; (vii) no ERISA Party has incurred any obligation in connection with the termination of, or withdrawal from, any Foreign Pension Plan; and (viii) the present value of the accrued benefit liabilities (whether or not vested) under each Foreign Pension Plan, determined as of the end of Holdings’ and the Borrowers’ most recently ended Fiscal Year for which audited financial statements are available on the basis of the actuarial assumptions described in Holdings’ audited financial statements for such Fiscal Year, did not exceed the aggregate of (A) the current value of the assets of such Foreign Pension Plan allocable to such benefit liabilities and (B) the amount then reserved on Holdings’ consolidated balance sheet in respect of such liabilities (and such amount reserved on Holdings’ consolidated balance sheet does not constitute a material liability to Holdings and its Restricted Subsidiaries taken as a whole).

Employee Benefit Plans. Except as could not reasonably be expected to result, either individually or Each Benefit Plan of NHP has been administered in the aggregatecompliance, in a Material Adverse Effectall material respects, with its terms, and is in compliance in all material respects with applicable laws, rules and regulations, (i) each Employee Benefit Plan and Foreign Pension Plan (and each related trust, insurance contract or fund) has been documented, funded and administered in compliance with all applicable Laws, including, without limitation, ERISA provisions relating to funding, filing, termination, reporting, disclosure and continuation coverage obligations pursuant to Title V of the Code; Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (ii"COBRA")). No Benefit Plan of NHP has been the subject of a "reportable event" (as defined in Section 4043 of ERISA) (other than a reportable event for which the 30 day notice requirement has been waived) and there have not been any non-exempt "prohibited transactions" (as described in Section 4975 of the Code or in Part 4 of Subtitle B of Title I of ERISA) with respect to any Benefit Plan of NHP. There are no proceedings, suits or material claims (other than routine claims for benefits) pending or, to the knowledge of NHP, threatened with respect to any Benefit Plan of NHP, the assets of any trust thereunder, or the Benefit Plan sponsor or adopting employer of each Employee the Benefit Plan administrator with respect to the design or operation of any Benefit Plan of NHP. Each Benefit Plan of NHP which is intended to qualify under be "qualified" within the meaning of Section 401(a) of the Code is so qualified, and any trust created pursuant to any such Benefit Plan of NHP is exempt from Federal income tax under Section 501(a) of the Code and the IRS has received or timely applied for issued each such Benefit Plan a favorable determination letterletter which is currently applicable. NHP is not aware of any circumstance or event which would jeopardize the tax-qualified status of any Benefit Plan of NHP or the tax-exempt status of any related trust, or is entitled would cause the imposition of any material liability, penalty or tax under ERISA or the Code with respect to rely on a favorable opinion letter, as applicable, from the IRS indicating that such Employee any Benefit Plan is so qualified and nothing has occurred subsequent of NHP. No material liabilities to the issuance or on behalf of such determination letter or opinion letter which would cause such Employee Benefit Plan to lose its qualified status; (iii) no liability to the PBGC participants (other than required premium paymentsroutine claims for benefits), the IRS, the United States Department of Labor, the Pension Benefit Guaranty Corporation or to any Employee other Person or entity have been or are reasonably expected to be incurred as a result of the termination of any Benefit Plan of NHP or otherwise that have not been satisfied in full or properly accrued on NHP's balance sheet as at December 31, 1996, included in the NHP SEC Reports. Except as set forth on SCHEDULE 4.11, neither NHP nor any of its subsidiaries maintains or is obligated to contribute to, or has ever maintained or been obligated to contribute to, a "multi-employer plan" (as such term is defined by Section 4001(a)(3) of ERISA) or a "multiple employer plan" (within the meaning of Section 413(c) of the Code). Except as set forth in SCHEDULE 4.11 or in the NHP SEC Reports or as otherwise required by applicable law, neither NHP nor any of its subsidiaries maintains any retiree life and/or retiree health insurance plans which provide for continuing benefits or coverage for any employee or any Trust established beneficiary of an employee after such employee's termination of employment. Except as set forth in SCHEDULE 4.11 or in the NHP SEC Reports, the consummation of the transactions contemplated by this Agreement will not (a) entitle any employee of NHP or its subsidiaries to severance pay, unemployment compensation or any other payment, (b) accelerate the time of payment or vesting, or increase the amount of compensation due to any such employee or (c) result in any liability under Title IV of ERISA has been or is expected to be incurred by any ERISA Party (other than contributions made to an Employee Benefit Plan or such Trust or expenses paid on their behalf, in each case in the ordinary course); (iv) no ERISA Event has occurred or is reasonably expected to occur; (v) the present value of the aggregate benefit liabilities under each Pension Plan (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan) did not exceed the aggregate current value of the assets of such Pension Plan; (vi) no ERISA Party is in “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan; (vii) no ERISA Party has incurred any obligation in connection with the termination of, or withdrawal from, any Foreign Pension Plan; and (viii) the present value of the accrued benefit liabilities (whether or not vested) under each Foreign Pension Plan, determined as of the end of Holdings’ and the Borrowers’ most recently ended Fiscal Year for which audited financial statements are available on the basis of the actuarial assumptions described in Holdings’ audited financial statements for such Fiscal Year, did not exceed the aggregate of (A) the current value of the assets of such Foreign Pension Plan allocable to such benefit liabilities and (B) the amount then reserved on Holdings’ consolidated balance sheet in respect of such liabilities (and such amount reserved on Holdings’ consolidated balance sheet does not constitute a material liability to Holdings and its Restricted Subsidiaries taken as a whole).

Employee Benefit Plans. The Employee BenefitsBenefit information heretofore delivered to HSUSHSU containscontain list and true and correct copy including all amendmentsamendment thereto of any employee benefit plan within the meaning of Section 33 of the Employee Retirement Income Security Act of 1974 as amended ERISA which Fund maintainsmaintain to which Fund contributescontribute or under which any employee or former employee officer or former officer director or former director of Fund is covered or has benefit rightsright and pursuant to which any liability of Fund existsexist or is reasonably likely to occur and each other arrangement program or plan pursuant to which any benefit is or shall be provided to an employee former employee or retired employee whether formal or informal including without limitation those providing any form of medical health and dental insurance severance pay and benefitsbenefit continuation relocation assistance vacation pay tuition aid and matching giftsgift for charitable contributioncontributions to educational or cultural institutionsinstitution collectively the Benefit Plains. Except as could not reasonably be expected to result, either individually or in set forth on the aggregate, in a Material Adverse Effect, (i) each Employee BenefitBenefits ScheduleSchedules Fund neither maintainmaintains nor has entered into any Benefit Plan and Foreign Pension Plan (and each or other document plan or agreement which containscontain any change in control provisionsprovision which would cause an increase or acceleration of benefitsbenefit or benefit entitlemententitlements to employeesemployee or former employeesemployee of Fund or their respective beneficiariesbeneficiarie or other provisionprovisions which would cause an increase in liability of Fund or to HSUSHSU as result of the transactionstransaction contemplated by thisthi Agreement or any related trust, insurance contract action thereafter. To the extent such lawlaws or fund) has been documented, funded and administered in compliance with all regulationsregulation are applicable Laws, including, without limitation, thereto of such plan that is an employee pension benefit plan within the meaning of Section 32 of ERISA and the Code; (ii) the sponsor or adopting employer of each Employee Benefit Plan which that is intended to qualify be qualified plan under Section 401(a) 401a of the Code has received or timely applied for a been amended to comply in all material respectsrespect with current law as required and each such plan either has obtained favorable determination letter, letter with respect to such amendment or the remedial amendment period for such amendment under Section 401b of the Code has not expired. Except as set forth in the FundsFund Schedule all accrued contributionscontribution and other paymentpayments to be made by Fund or any ERISA Affiliate as defmed in Section 2.18e to any Benefit Plan through the date of the Financial StatementStatements have been set aside therefore and reflected on the Financial Statements. Fund is entitled not in material default in performing any of its contractual obligationsobligation under any of the Benefit PlanPlans of any related trust agreement or insurance contract and there are no material outstanding liabilitieliabilities of any Benefit Plan other than liabilitiesliabilitie for benefitbenefits to rely be paid to participantsparticipant in such Benefit Plan. There is no pending litigation or to the best knowledge of Fund overtly threatened litigation or pending claim other than benefit claimsclaim made in the ordinary course by Or on a favorable opinion letter, as applicable, from behalf of or against any of the Benefit PlanPlans or with respect to the administration of any of the Benefit PlansPlan now or heretofore maintained by Fund which allege violationviolations of applicable state or federal law. To the best of FundsFund knowledge each Benefit is and has been in compliance in all material respectrespects with and each such Plan is and has been operated in accordance with the applicable lawlaws rulesrule and regulationsregulation governing such Plan including without limitation the rulesrule and regulationsregulation promulgated by the Department of Labor the Pension Benefit Guaranty Corporation PBGC and the IRS indicating that such Employee Benefit Plan under ERISA the Code or any other applicable law. Fund is so qualified and nothing has occurred subsequent current in transferring to the issuance appropriate custodianscustodian of such determination letter 403b plansplan any amountsamount withheld from employeesemployee pay or opinion letter which amountsamount contributed by the Fund itself. Neither Fund nor any trade or businessbusines whether or not incorporated an ERISA Affiliate that together with Fund would cause such Employee Benefit Plan to lose its qualified status; (iii) no liability be deemed single employer with the meaning of 4001 of ERISA has incurred nor to the PBGC (other than required premium payments), the IRS, best knowledge of Fund is reasonably likely to Section incur any Employee Benefit Plan or any Trust established liability under Title IV of ERISA in connection with any plan subject to the provisionsprovision of Title IV of ERISA now or heretofore maintained or contributed to by Fund or any ERISA Affiliate. No condition existsexist that presentspresent material risk to Fund or any ERISA Affiliate of incurring liability for premiumspremium due to the PBGC. The PBGC has not instituted proceedingsproceeding to terminate any of the ERISA PlansPlan and no condition known to Fund existsexist that presentspresent material risk that such proceedingsproceeding shall be instituted. All reporting and disclosure requirementsrequirement of ERISA and the Code have been satisfied in all material respectsrespect with respect to each of the Benefit Plans. Neither Fund nor any ERISA Affiliate is required to contribute to an employee benefit plan that is multiemployer plan within the meaning of Section 33 of ERISA nor has been or is expected to be incurred by any ERISA Party (other than contributions made to an Employee Benefit Plan or such Trust or expenses paid on their behalf, in each case in so required during the ordinary course); (iv) no ERISA Event has occurred or is reasonably expected to occur; (v) the present value of the aggregate benefit liabilities under each Pension Plan (determined as of the end of the most recent plan five-year period ending on the basis Closing Date. Neither Fund nor any member of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan) did not exceed the aggregate current value of the assets of such Pension Plan; (vi) no ERISA Party is in “default” (controlled group as defined in Section 4219(c)(5) 4971 c2B of ERISA) the Code of which Fund is member has any liability on account of any accumulated funding deficiency as defined in Section 412 of the Code or on account of any failure to make contributioncontributions to or pay benefitbenefits under any such plan nor is Fund aware of any claim pending or threatened to be brought by any party regarding such matters. No prohibited transaction has occurred with respect to payments to a Multiemployer Plan; (vii) no ERISA Party has incurred any obligation Benefit Plan that would result directly or indirectly in connection with the termination of, or withdrawal from, imposition of any Foreign Pension Plan; and (viii) the present value excise tax under Section 4975 of the accrued benefit liabilities (whether or not vested) Code nor has any reportable event under each Foreign Pension Section 4043 of ERISA occurred with respect to any Benefit Plan, determined as of the end of Holdings’ and the Borrowers’ most recently ended Fiscal Year for which audited financial statements are available on the basis of the actuarial assumptions described in Holdings’ audited financial statements for such Fiscal Year, did not exceed the aggregate of (A) the current value of the assets of such Foreign Pension Plan allocable to such benefit liabilities and (B) the amount then reserved on Holdings’ consolidated balance sheet in respect of such liabilities (and such amount reserved on Holdings’ consolidated balance sheet does not constitute a material liability to Holdings and its Restricted Subsidiaries taken as a whole).

Employee Benefit Plans. Except as could not reasonably be expected to resultHoldings, either individually or in the aggregate, in a Material Adverse Effect, (i) each Employee Benefit Plan and Foreign Pension Plan (of its Subsidiaries and each related trust, insurance contract or fund) has been documented, funded and administered of their respective ERISA Affiliates are in compliance with all applicable Laws, including, without limitation, provisions and requirements of ERISA and the Code; (ii) Internal Revenue Code and the sponsor or adopting employer of regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan which is intended except where noncompliance could not be reasonably likely to qualify under Section 401(a) result in liability in excess of the Code has received or timely applied for a favorable determination letter, or is entitled to rely on a favorable opinion letter, as applicable, from the IRS indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter or opinion letter which would cause such Employee Benefit Plan to lose its qualified status; (iii) no $10,000,000. No liability to the PBGC (other than required premium payments), the IRSInternal Revenue Service, any Employee Benefit Plan or any Trust trust established under Title IV of ERISA has been or is expected to be incurred by Holdings, any of its Subsidiaries or any of their ERISA Party (other than contributions made Affiliates that could reasonably be expected to an Employee Benefit Plan or such Trust or expenses paid on their behalf, in each case in the ordinary course); (iv) no have a Material Adverse Effect. No ERISA Event has occurred or is reasonably expected to occur; occur that is reasonably likely to result in liability in excess of $10,000,000. Except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (vthrough the purchase of insurance or otherwise) for any retired or former employee of Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates, except where the failure of such representation to be true and correct could reasonably be expected to result in a Material Adverse Effect. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by Holdings, any of its Subsidiaries or any of their ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan) ), did not exceed the aggregate current value of the assets of such Pension Plan; (vi) Plan and there has been no ERISA Party determination that any Pension Plan is in “at risk” status, except where the failure of such representation to be true and correct could reasonably be expected to result in a Material Adverse Effect. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of Holdings, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISA is less than $10,000,000. Holdings, each of its Subsidiaries and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan; (vii) no ERISA Party has incurred any obligation in connection with the termination of, or withdrawal from, any Foreign Pension Plan; and (viii) the present value of the accrued benefit liabilities (whether or not vested) under each Foreign Pension Plan, determined as of the end of Holdings’ and the Borrowers’ most recently ended Fiscal Year for which audited financial statements are available on the basis of the actuarial assumptions described in Holdings’ audited financial statements for such Fiscal Year, did not exceed the aggregate of (A) the current value of the assets of such Foreign Pension Plan allocable except where noncompliance could reasonably be expected to such benefit liabilities and (B) the amount then reserved on Holdings’ consolidated balance sheet in respect of such liabilities (and such amount reserved on Holdings’ consolidated balance sheet does not constitute have a material liability to Holdings and its Restricted Subsidiaries taken as a whole)Material Adverse Effect.

Employee Benefit Plans. Except In each case, except as could would not reasonably be expected to resultexpected, either individually or in the aggregate, in to have a Material Adverse Effect, (i) each Employee Benefit Plan of the Credit Parties and Foreign Pension Plan (the Sculptor Subsidiaries and each related trust, insurance contract or fund) has been documented, funded and administered of their respective ERISA Affiliates are in compliance with all applicable Laws, including, without limitation, provisions and requirements of ERISA and the Code; Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, (ii) the sponsor or adopting employer of each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Code has received or timely applied for a favorable determination letter, or is entitled to rely on a favorable opinion letter, as applicable, letter from the IRS Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter or opinion letter which would cause such Employee Benefit Plan to lose its qualified status; , or such Employee Benefit Plan is entitled to reliance on the opinion letter issued to the prototype sponsor by the Internal Revenue Service, (iii) no liability to the PBGC (other than required premium paymentspayments due but not delinquent), the IRSInternal Revenue Service, any Employee Benefit Plan or any Trust trust established under Title IV of ERISA has been or is expected to be incurred by the Credit Parties or any of the Sculptor Subsidiaries or any of their ERISA Party (other than contributions made to an Employee Benefit Plan or such Trust or expenses paid on their behalfAffiliates, in each case in the ordinary course); (iv) no ERISA Event has occurred or is reasonably expected to occur; , (v) except to the extent required under Section 4980B of the Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of the Credit Parties or any of the Sculptor Subsidiaries or any of their respective ERISA Affiliates, (vi) the present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by any Credit Party or Sculptor Subsidiary or any of their ERISA Affiliates, (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan) ), did not exceed the aggregate current value of the assets of such Pension Plan; , and (vivii) no each of the Credit Parties or any of the Sculptor Subsidiaries and each of their respective ERISA Party Affiliates has complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and is not in “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan; (vii) no ERISA Party has incurred any obligation in connection with the termination of, or withdrawal from, any Foreign Pension Plan; and (viii) the present value of the accrued benefit liabilities (whether or not vested) under each Foreign Pension Plan, determined as of the end of Holdings’ and the Borrowers’ most recently ended Fiscal Year for which audited financial statements are available on the basis of the actuarial assumptions described in Holdings’ audited financial statements for such Fiscal Year, did not exceed the aggregate of (A) the current value of the assets of such Foreign Pension Plan allocable to such benefit liabilities and (B) the amount then reserved on Holdings’ consolidated balance sheet in respect of such liabilities (and such amount reserved on Holdings’ consolidated balance sheet does not constitute a material liability to Holdings and its Restricted Subsidiaries taken as a whole).

Employee Benefit Plans. (a) Except as could not reasonably be expected to resultexpected, either individually or in the aggregate, in to have a Material Adverse Effect, (i) Company and each of its Subsidiaries (and in the case of a Pension Plan or a Multiemployer Plan, each of their respective ERISA Affiliates) are in compliance with all provisions and requirements of ERISA and the Internal Revenue Code and other applicable federal and state laws and the regulations and published interpretations thereunder, applicable to such entities, with respect to each Employee Benefit Plan and Foreign Pension Plan (and have performed all their obligations under each related trustEmployee Benefit Plan and Pension Plan, insurance contract or fund) has been documented, funded and administered in compliance with all applicable Laws, including, without limitation, ERISA and the Code; (ii) the sponsor or adopting employer of each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received or timely applied for a favorable determination letter, or is entitled to rely on a favorable opinion letter, as applicable, letter from the IRS Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and the trust related thereto has been determined by the Internal Revenue Service to be exempt from federal income tax under Section 501(a) of the Internal Revenue Code or an application for such a letter is currently pending before the Internal Revenue Service and, to the knowledge of Company, nothing has occurred subsequent to the issuance of such the determination letter or opinion letter which would cause such Employee Benefit Plan or Pension Plan to lose its qualified status; , (iii) no liability to the PBGC (other than required premium payments), the IRSInternal Revenue Service, any Employee Benefit Plan and Pension Plan or any Trust trust established under Title IV of ERISA has been or is expected to be incurred by Company, any of its Subsidiaries or any of their ERISA Party (other than contributions made to an Employee Benefit Plan or such Trust or expenses paid on their behalfAffiliates, in each case in the ordinary course); (iv) no ERISA Event has occurred and neither Company nor any ERISA Affiliate is aware of any fact, event or is circumstance that could reasonably be expected to occur; constitute or result in an ERISA Event, and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan, (v) the present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by Holding, any of its Subsidiaries or any of their ERISA Affiliates, (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan) ), did not exceed the aggregate current value of the assets of such Pension Plan; , (vi) no as of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, none of Holding, its Subsidiaries or their respective ERISA Party is in “default” Affiliates has any potential liability for a complete withdrawal from such Multiemployer Plan (as defined in within the meaning of Section 4219(c)(54203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISA) with respect to payments to a Multiemployer Plan; (vii) no ERISA Party has incurred any obligation in connection with the termination of, or withdrawal from, any Foreign Pension Plan; and (viii) the present value of the accrued benefit liabilities (whether or not vested) under each Foreign Pension Plan, determined as of the end of Holdings’ and the Borrowers’ most recently ended Fiscal Year for which audited financial statements are available on the basis of the actuarial assumptions described in Holdings’ audited financial statements for such Fiscal Year, did not exceed the aggregate of (A) the current value of the assets of such Foreign Pension Plan allocable to such benefit liabilities and (B) the amount then reserved on Holdings’ consolidated balance sheet in respect of such liabilities (and such amount reserved on Holdings’ consolidated balance sheet does not constitute a material liability to Holdings and its Restricted Subsidiaries taken as a whole).

Employee Benefit Plans. Except as could not reasonably be expected to resultCompany, either individually or in the aggregate, in a Material Adverse Effect, (i) each Employee Benefit Plan and Foreign Pension Plan (of its Subsidiaries and each related trust, insurance contract or fund) has been documented, funded and administered of their respective ERISA Affiliates are in compliance with all applicable Laws, including, without limitation, provisions and requirements of ERISA and the Code; (ii) Internal Revenue Code and the sponsor or adopting employer of regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan. Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received or timely applied for a favorable determination letter, or is entitled to rely on a favorable opinion letter, as applicable, letter from the IRS Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter or opinion letter which would cause such Employee Benefit Plan to lose its qualified status; (iii) no . No liability to the PBGC (other than required premium paymentspayments and there are no premium payments which have become due which are unpaid), the IRSInternal Revenue Service, any Employee Benefit Plan or any Trust trust established under Title IV of ERISA has been or is expected to be incurred by Company, any of its Subsidiaries or any of their ERISA Party (other than contributions made to an Employee Benefit Plan or such Trust or expenses paid on their behalf, in each case in the ordinary course); (iv) no Affiliates. No ERISA Event has occurred or is reasonably expected to occur; . Except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (vthrough the purchase of insurance or otherwise) the for any retired or former employee of Company, any of its Subsidiaries or any of their respective ERISA Affiliates. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by Company, any of its Subsidiaries or any of their ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan) ), did not exceed the aggregate current value of the assets of such Pension Plan; . No Pension Plan is subject to the at-risk requirements in Section 303 of ERISA and Section 430 of the Code and no Multiemployer Plan is subject to the additional funding rules in Section 305 of ERISA and Section 432 of the Code. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of Company, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (viwithin the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) no of ERISA Party is zero. Company, each of its Subsidiaries and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan; (vii) no ERISA Party has incurred . Neither any obligation in connection with the termination of, or withdrawal fromCredit Party, any Foreign Pension Plan; and (viii) the present value of its Subsidiaries or ERISA Affiliates nor any fiduciary of or trustee to any Employee Benefit Plan has engaged in a prohibited transaction as described in Section 406 of ERISA or Section 4975 of the accrued benefit liabilities (whether or not vested) under each Foreign Pension Plan, determined as of the end of Holdings’ and the Borrowers’ most recently ended Fiscal Year for which audited financial statements are available on the basis of the actuarial assumptions described in Holdings’ audited financial statements for such Fiscal Year, did not exceed the aggregate of (A) the current value of the assets of such Foreign Pension Plan allocable to such benefit liabilities and (B) the amount then reserved on Holdings’ consolidated balance sheet in respect of such liabilities (and such amount reserved on Holdings’ consolidated balance sheet does not constitute a material liability to Holdings and its Restricted Subsidiaries taken as a whole)Code.

Employee Benefit Plans. Except as could not reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect, (i) each Employee Benefit Plan and Foreign Pension Plan (and each related trust, insurance contract or fund) has been documented, funded and administered Guarantor is in compliance with all applicable Laws, including, without limitation, provisions and requirements of ERISA and the Code; Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan (iias defined in Section 3(3) the sponsor or adopting employer of ERISA), and have performed all their obligations under each Employee Benefit Plan. Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received or timely applied for a favorable determination letter, or is entitled to rely on a favorable opinion letter, as applicable, letter from the IRS Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter or opinion letter which would cause such Employee Benefit Plan to lose its qualified status; (iii) no . No liability to the PBGC (other than required premium payments), the IRSInternal Revenue Service, any Employee Benefit Plan or any Trust trust established under Title IV of ERISA has been or is expected to be incurred by Guarantor or any of its ERISA Party (other than contributions made to an Employee Benefit Plan or such Trust or expenses paid on their behalf, in each case in the ordinary course); (iv) no Affiliates. No ERISA Event has occurred or is reasonably expected to occur; . Except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (vthrough the purchase of insurance or otherwise) the for any retired or former employee of Guarantor or any of its ERISA Affiliates. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by Guarantor or any of its ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan) ), did not exceed the aggregate current value of the assets of such Pension Plan; . As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of Guarantor and its respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (viwithin the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) no of ERISA Party is zero. Guarantor and each of its ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan; (vii) no ERISA Party has incurred any obligation in connection with the termination of, or withdrawal from, any Foreign Pension Plan; and (viii) the present value of the accrued benefit liabilities (whether or not vested) under each Foreign Pension Plan, determined as of the end of Holdings’ and the Borrowers’ most recently ended Fiscal Year for which audited financial statements are available on the basis of the actuarial assumptions described in Holdings’ audited financial statements for such Fiscal Year, did not exceed the aggregate of (A) the current value of the assets of such Foreign Pension Plan allocable to such benefit liabilities and (B) the amount then reserved on Holdings’ consolidated balance sheet in respect of such liabilities (and such amount reserved on Holdings’ consolidated balance sheet does not constitute a material liability to Holdings and its Restricted Subsidiaries taken as a whole).

Employee Benefit Plans. Schedule 3.17 sets forth an accurate and complete list of all of CTC's Employee Benefit Plans to which any Acquired Company is bound (collectively referred to as "CTC's Employee Benefit Plans"). Except as could not reasonably be expected set forth on Schedule 3.17, none of the Acquired Companies has (a) established, maintained or contributed to result, either individually (or in the aggregate, in a Material Adverse Effecthas been obligated to contribute to) any Employee Benefit Plans, (ib) each proposed any Employee Benefit Plan Plans which it plans to establish or maintain or to which it plans to contribute, or (c) proposed any changes to any Employee Benefit Plans now in effect. Accurate and Foreign Pension Plan complete copies of all of CTC's Employee Benefit Plans, a list of all employees affected or covered by CTC's Employee Benefit Plans, and all Obligations thereunder have been made available to NCO. If permitted and/or required by applicable Law, the Acquired Companies have properly submitted all of CTC's Employee Benefit Plans in good faith to meet the applicable requirements of ERISA and/or the Code to the Internal Revenue Service (the "IRS") for its approval within the time prescribed therefor under applicable federal regulations. Favorable letters of determination of such tax-qualified status from the IRS are attached to Schedule 3.17. With respect to CTC's Employee Benefit Plans, the Acquired Companies will have made, on or before the Closing Date, all payments required to be made by them on or before the Closing Date and each related trustwill have accrued (in accordance with GAAP) as of the Closing Date all payments due but not yet payable as of the Closing Date, insurance contract so there will not have been, nor will there be, any Accumulated Funding Deficiencies (as defined in ERISA or fundthe Code) or waivers of such deficiencies. CTC has been documentedmade available to NCO an accurate and complete copy of the most current Form 5500 and any other form or filing required to be submitted to any governmental agency with regard to any of CTC's Employee Benefit Plans and the most current actuarial report, funded if any, with regard to any of CTC's Employee Benefit Plans. All of CTC's Employee Benefit Plans are, and administered have been, operated in material compliance with their provisions and with all applicable Laws, including, without limitation, Laws including ERISA and the Code; (ii) Code and the sponsor or adopting employer regulations and rulings thereunder. The Acquired Companies and all fiduciaries of each CTC's Employee Benefit Plan which is intended Plans have complied in all material respects with the provisions of CTC's Employee Benefit Plans and with all applicable Laws including ERISA and the Code and the regulations and rulings thereunder. There have been no Reportable Events (as defined in ERISA), no events described in Sections 4062, 4063 or 4064 of ERISA, and no termination or partial termination (including any termination or partial termination attributable to qualify under Section 401(athe Transactions contemplated by this Agreement) of the Code has received or timely applied for a favorable determination letter, or is entitled to rely on a favorable opinion letter, as applicable, from the IRS indicating that such any of CTC's Employee Benefit Plan is so qualified and nothing has occurred subsequent to Plans. There would be no Obligation of any of the issuance of such determination letter or opinion letter which would cause such Employee Benefit Plan to lose its qualified status; (iii) no liability to the PBGC (other than required premium payments), the IRS, any Employee Benefit Plan or any Trust established Acquired Companies under Title IV of ERISA has been or is expected to be incurred by if any ERISA Party (other than contributions made to an of CTC's Employee Benefit Plan or such Trust or expenses paid on their behalf, in each case in the ordinary course); (iv) no ERISA Event has occurred or is reasonably expected to occur; (v) the present value of the aggregate benefit liabilities under each Pension Plan (determined Plans were terminated as of the end Closing Date. As a result of any action or inaction prior to Closing by any of the most recent plan year on the basis Acquired Companies, none of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan) did not exceed the aggregate current value Acquired Companies has incurred, nor will incur, any withdrawal liability, nor do any of the assets of such Pension Plan; (vi) no Acquired Companies have any contingent withdrawal liability, under ERISA Party is in “default” to any Multiemployer Plan (as defined in Section 4219(c)(5ERISA or the Code). None of the Acquired Companies has incurred, or will incur, any Obligation to the Pension Benefit Guaranty Corporation (or any successor thereto). Neither the execution and delivery of this Agreement nor the consummation of the Transactions will (x) result in any payment (including any severance, unemployment compensation or golden parachute payment) becoming due from any of ERISAthe Acquired Companies under any of CTC's Employee Benefit Plans, (y) with respect increase any benefits otherwise payable under any of CTC's Employee Benefit Plans, or (z) result in the acceleration of the time of payment or vesting of any such benefits to payments any extent. There are no pending Proceedings that have been asserted or instituted against any of CTC's Employee Benefit Plans, the Assets of any of the trusts under such plans, the plan sponsor, the plan administrator or any fiduciary of any such plan (other than routine benefit claims), and, to a Multiemployer Plan; (vii) the knowledge of CTC, there are no ERISA Party facts which could form the basis for any such Proceeding. There are no investigations or audits of any of CTC's Employee Benefit Plans, any trusts under such plans, the plan sponsor, the plan administrator or any fiduciary of any such plan that have been instituted or, to the knowledge of CTC, threatened, and, to the knowledge of CTC, there are no facts which could form the basis for any such investigation or audit. Except as disclosed in Schedule 3.17, no event has incurred occurred nor will occur which will result in any obligation of the Acquired Companies having an Obligation in connection with any Employee Benefit Plan established, maintained, contributed to or to which there has been as obligation to contribute (currently or previously) by it or by any other entity which, together with any of the termination ofAcquired Companies, constitute elements of either (i) a controlled group of corporations (within the meaning of Section 414(b) of the Code), (ii) a group of trades or businesses under common control (within the meaning of Sections 414(c) of the Code or 4001 of ERISA), (iii) an affiliated service group (within the meaning of Section 414(m) of the Code), or withdrawal from, any Foreign Pension Plan; and (viiiiv) the present value another arrangement covered by Section 414(o) of the accrued benefit liabilities (whether or not vested) under each Foreign Pension Plan, determined as of the end of Holdings’ and the Borrowers’ most recently ended Fiscal Year for which audited financial statements are available on the basis of the actuarial assumptions described in Holdings’ audited financial statements for such Fiscal Year, did not exceed the aggregate of (A) the current value of the assets of such Foreign Pension Plan allocable to such benefit liabilities and (B) the amount then reserved on Holdings’ consolidated balance sheet in respect of such liabilities (and such amount reserved on Holdings’ consolidated balance sheet does not constitute a material liability to Holdings and its Restricted Subsidiaries taken as a whole)Code.

Employee Benefit Plans. Except as could not reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect, (i) each Employee Benefit Plan and Foreign Pension Plan (and each related trust, insurance contract or fund) has been documented, funded and administered in compliance with all applicable Laws, including, without limitation, ERISA and the Code; (ii) the sponsor or adopting employer of each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Code has received or timely applied for a favorable determination letter, or is entitled to rely on a favorable opinion letter, as applicable, from the IRS indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter or opinion letter which would cause such Employee Benefit Plan to lose its qualified status; (iii) no liability to the PBGC (other than required premium payments), the IRS, any Employee Benefit Plan or any Trust established under Title IV of ERISA has been or is expected to be incurred by any ERISA Party (other than contributions made to an Employee Benefit Plan or such Trust or expenses paid on their behalf, in each case in the ordinary course); (iv) no No ERISA Event has occurred or is reasonably expected to occur; (v) occur that, when taken together with all other such ERISA Events, could reasonably be expected to result in liability of any Company or any of its ERISA Affiliates or the imposition of a Lien on any of the property of any Company, which liability or Lien could in any event have a Material Adverse Effect. The present value of all accumulated benefit obligations of all underfunded Plans (based on the aggregate benefit liabilities under each Pension Plan (determined assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the end date of the most recent plan year on financial statements reflecting such amounts, exceed by more than $250,000 the basis fair market value of the property of all such underfunded Plans. Using actuarial assumptions specified for funding purposes and computation methods consistent with subpart I of subtitle E of Title IV of ERISA, the aggregate liabilities of each Company or its ERISA Affiliates to all Multiemployer Plans in the event of a complete withdrawal therefrom, as of the close of the most recent actuarial valuation for fiscal year of each such Pension Plan) did not exceed the aggregate current value of the assets of such Pension Plan; (vi) no ERISA Party is in “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan; (vii) no ERISA Party , could not reasonably be expected to result in a Material Adverse Effect. To the extent applicable, each Foreign Plan has been maintained in substantial compliance with its terms and with the requirements of any and all applicable Requirements of Law and has been maintained, where required, in good standing with applicable regulatory authorities. No Company has incurred any material obligation in connection with the termination of, of or withdrawal from, from any Foreign Pension Plan; and (viii) the . The present value of the accrued benefit liabilities (whether or not vested) under each Foreign Pension PlanPlan which is funded, determined as of the end of Holdings’ and the Borrowers’ most recently ended Fiscal Year for which audited financial statements are available fiscal year of the respective Company on the basis of the actuarial assumptions described in Holdings’ audited financial statements for such Fiscal Yearassumptions, each of which is reasonable, did not exceed the aggregate of (A) the current value of the assets property of such Foreign Pension Plan, and for each Foreign Plan allocable to such benefit liabilities and (B) which is not funded, the amount then reserved on Holdings’ consolidated balance sheet in respect obligations of such liabilities (and such amount reserved on Holdings’ consolidated balance sheet does not constitute a material liability to Holdings and its Restricted Subsidiaries taken as a whole)Foreign Plan are properly accrued.

Employee Benefit Plans. Except as could not reasonably be expected Each Loan Party, each ERISA Affiliate and Employee Benefit Plan is in compliance, and will continue to result, either individually or remain in the aggregatecompliance, in a Material Adverse Effectall material respects with all applicable provisions of ERISA, (i) the IRC and all other applicable laws and the regulations and interpretations thereof with respect to all Employee Benefit Plans. No material liability has been incurred or will be incurred by any Loan Party or any ERISA Affiliate which remains unsatisfied for any funding obligation, taxes or penalties with respect to any Employee Benefit Plan. Each Loan Party and each ERISA Affiliate has made and shall continue to make all contributions required to be made by such Person to each Employee Benefit Plan and Foreign Pension Plan (and each related trust, insurance contract when due. No Loan Party or fund) has been documented, funded and administered in compliance with all applicable Laws, including, without limitation, ERISA and the Code; (ii) the sponsor or adopting employer of each Affiliate shall establish any new Employee Benefit Plan which is intended to qualify under Section 401(a) of the Code has received or timely applied for a favorable determination letter, or is entitled to rely on a favorable opinion letter, as applicable, from the IRS indicating that such amend any existing Employee Benefit Plan is so qualified and nothing if the liability (contingent or otherwise) or increased liability (contingent or otherwise) resulting from such establishment or amendment could be material. No prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the IRC) has occurred subsequent with respect to the issuance of such determination letter or opinion letter which would cause such Employee Benefit Plan to lose its qualified status; (iii) no liability to the PBGC (other than required premium payments), the IRS, any Employee Benefit Plan or any Trust established under Title IV of ERISA has been or is expected to be incurred by any ERISA Party (other than contributions made a Multiemployer Plan) subject to an Employee Benefit Plan or such Trust or expenses paid on their behalf, Part 4 of Subtitle B of Title I of ERISA which could result in each case in the ordinary course); (iv) no ERISA material liabilities to any Loan Party. No Termination Event has occurred occurred, is planned or is reasonably expected to occur; , and no condition or event currently exists or is expected to occur that could result in any such Termination Event. Except as set forth in Schedule 4.11, no Employee Benefit Plan has incurred any "accumulated funding deficiency" (v) within the present value meaning of Section 302 of ERISA or Section 412 of the aggregate benefit liabilities under each IRC), whether or not waived. No Pension Benefit Plan has incurred any "accumulated funding deficiency" (determined as within the meaning of Section 302 of ERISA or Section 412 of the end IRC), whether or not waived. The aggregate "projected benefit obligations" (within the meaning of the most recent plan year on the basis Statement of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Financial Accounting Standards 87) under all Pension PlanBenefit Plans (other than Multiemployer Plans) did do not exceed the aggregate current fair market value of the assets of such Pension Plan; Benefit Plans by more than $250,000, in each case as of the latest actuarial valuation date for such Pension Benefit Plans (vi) no determined in accordance with the same actuarial assumptions and methods as those used by the Pension Benefit Plans' actuary in its valuation of such Pension Benefit Plans as of such valuation date). No Loan Party or ERISA Affiliate has any contingent liabilities with respect to any post-retirement benefits under any employee welfare benefit plan, other than liability for continuation coverage described in Part 6 of Title I of ERISA or disclosed on Schedule 4.11. No Loan Party nor any ERISA Affiliate has incurred, or is in “default” reasonably expected to incur any material withdrawal liability (as defined in Section 4219(c)(5) within the meaning given such term under Part I of Subtitle E of Title IV of ERISA) with respect to payments to a any Multiemployer Plan; (vii) . No Loan Party or any ERISA Affiliate has received any notification that any Multiemployer Plan is in reorganization or has been terminated, partitioned or reorganized within the meaning of Title IV of ERISA, and, to the best of each Loan Party's knowledge, no ERISA Party has incurred any obligation Multiemployer Plan is reasonably expected to be in connection with reorganization or to be terminated, partitioned or reorganized within the termination of, or withdrawal from, any Foreign Pension Plan; and (viii) the present value meaning of the accrued benefit liabilities (whether or not vested) under each Foreign Pension Plan, determined as Title IV of the end of Holdings’ and the Borrowers’ most recently ended Fiscal Year for which audited financial statements are available on the basis of the actuarial assumptions described in Holdings’ audited financial statements for such Fiscal Year, did not exceed the aggregate of (A) the current value of the assets of such Foreign Pension Plan allocable to such benefit liabilities and (B) the amount then reserved on Holdings’ consolidated balance sheet in respect of such liabilities (and such amount reserved on Holdings’ consolidated balance sheet does not constitute a material liability to Holdings and its Restricted Subsidiaries taken as a whole)ERISA.

Employee Benefit Plans. Neither any Credit Party nor any ERISA Affiliate maintains or contributes to any Employee Plan or any Multiemployer Plan other than those listed on Schedule 11.13 hereto. Each plan of any Credit Party or any ERISA Affiliate which is not a Multiemployer Plan and which is intended to be tax qualified under Code Section 401(a), has been determined by the Internal Revenue Service to qualify under Code Section 401(a), and the trusts created thereunder have been determined to be exempt from tax under the provisions of Code Section 501(a). Nothing has occurred with regard to any such plan which would cause the loss of such qualification or the imposition of any Code or ERISA tax liability or penalty to any Credit Party, or any ERISA Affiliate. Except as could not reasonably set forth on Schedule 11.13 hereto, with respect to each Employee Plan, all reports required under ERISA or any other applicable law or regulation to be expected filed by any Credit Party or any ERISA Affiliate with the relevant governmental authority have been duly filed and all such reports are 134 true and correct in all material respects as of the date given. Neither any Credit Party nor any ERISA Affiliate has engaged in a "prohibited transaction," as such term is defined in Code Section 4975 and Title I of ERISA, in connection with any Employee Plan which would subject any Credit Party or any ERISA Affiliate (after giving effect to resultany exemption) to a tax or penalty on prohibited transactions imposed by Code Section 4975 or Section 502 of ERISA which is either material or is attributable to a knowing violation of either of such sections. No plan has incurred an ERISA Event, either individually nor has any accumulated funding deficiency (as defined in Code Section 412(a)) been incurred (without regard to any waiver granted under Code Section 412), nor has any funding waiver from the Internal Revenue Service been received or requested with respect to any Pension Benefit Plan. The value of the assets of each Pension Benefit Plan subject to Title IV of ERISA equalled or exceeded the present value of the "benefit liabilities," as defined in Title IV of ERISA of such plan as of the end of the preceding plan year using plan actuarial assumptions as in effect for such plan year. The funding methods used in connection with each Pension Benefit Plan are acceptable under ERISA and the actuarial assumptions and methods used in connection with such funding are reasonable. There are no claims (other than claims for benefits in the aggregatenormal course), actions or lawsuits asserted or instituted against, and neither any Credit Party nor any ERISA Affiliate has knowledge of any threatened litigation or claims (other than claims for benefits in a Material Adverse Effectthe ordinary course), against (i) each Employee the assets of any Pension Benefit Plan and Foreign Pension or against any fiduciary of such Plan (and each related trust, insurance contract with respect to the operation of such Plan or fund) has been documented, funded and administered in compliance with all applicable Laws, including, without limitation, ERISA and the Code; (ii) the sponsor assets of any employee welfare benefit plan within the meaning of ERISA Section 3(l) or adopting employer of each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Code has received or timely applied for a favorable determination letter, or is entitled to rely on a favorable opinion letter, as applicable, from the IRS indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent against any fiduciary thereof with respect to the issuance operation of any such determination letter or opinion letter which would cause such Employee Benefit Plan to lose its qualified status; plan. Neither any Credit Party nor any ERISA Affiliate has incurred (iiia) no any liability to the PBGC (other than required routine claims and premium payments), (b) any withdrawal liability (and no event has occurred which, with the IRSgiving of notice under Section 4219 of ERISA, any Employee Benefit would result in such liability) under Section 4201 of ERISA as a result of a complete or partial withdrawal (within the meaning of Section 4203 or 4205 of ERISA) from a Multiemployer Plan or (c) any Trust liability under ERISA Section 4062 to the PBGC, or to a trustee appointed under ERISA Section 4042. No Credit Party or ERISA Affiliate has been notified or otherwise has knowledge that any Multiemployer Plan is insolvent or in reorganization within the meanings of Sections 4245 and 4241 of ERISA. Neither any Credit Party nor any ERISA Affiliate nor any organization to which any Credit Party or any such ERISA Affiliate is a successor or parent corporation within the meaning of ERISA Section 4069(b) has engaged in a transaction within the meaning of ERISA Section 4069(a). Neither any Credit Party nor any ERISA Affiliate maintains an established under Title IV welfare benefit plan within the meaning of Section 3(1) of ERISA, other than those listed on Schedule 11.13 hereto, which provides for continuing benefits or coverage for any participant -------------- or any beneficiary of a participant after such participant's termination of employment except as may be required by the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), and the regulations thereunder or by applicable federal or other statutory law or regulation (whether domestic or foreign). Each Credit Party and each ERISA Affiliate maintaining a welfare benefit plan within the meaning of Section 3(1) of ERISA has been or is expected complied with the notice and continuation coverage requirements of COBRA and the regulations thereunder so as not to be incurred by result in any ERISA Party (other than contributions made to an Employee Benefit Plan or such Trust or expenses paid on their behalf, in each case in the ordinary course); (iv) no ERISA Event has occurred or is reasonably expected to occur; (v) the present value material loss of deduction under Section 162 of the aggregate benefit liabilities under each Pension Plan (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan) did not exceed the aggregate current value of the assets of such Pension Plan; (vi) no ERISA Party is in “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan; (vii) no ERISA Party has incurred Code or any obligation in connection with the termination ofmaterial tax, penalty or withdrawal from, any Foreign Pension Plan; and (viii) the present value of the accrued benefit liabilities (whether or not vested) under each Foreign Pension Plan, determined as of the end of Holdings’ and the Borrowers’ most recently ended Fiscal Year for which audited financial statements are available on the basis of the actuarial assumptions described in Holdings’ audited financial statements for such Fiscal Year, did not exceed the aggregate of (A) the current value of the assets of such Foreign Pension Plan allocable to such benefit liabilities and (B) the amount then reserved on Holdings’ consolidated balance sheet in respect of such liabilities (and such amount reserved on Holdings’ consolidated balance sheet does not constitute a material liability to Holdings and its Restricted Subsidiaries taken as a whole).any such Credit Party or any such ERISA Affiliate. 135

Employee Benefit Plans. Except as could not reasonably be expected The Borrower, each of its Subsidiaries and each of their respective ERISA Affiliates are in compliance in all material respects with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to result, either individually or in the aggregate, in a Material Adverse Effect, (i) each Employee Benefit Plan Plan, and Foreign Pension Plan (and have performed in all material respects all their obligations under each related trust, insurance contract or fund) has been documented, funded and administered in compliance with all applicable Laws, including, without limitation, ERISA and the Code; (ii) the sponsor or adopting employer of each Employee Benefit Plan. Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received or timely applied for requested a favorable determination letter, or is entitled to rely on a favorable opinion letter, as applicable, letter from the IRS Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter or opinion letter which would cause such Employee Benefit Plan to lose its qualified status; (iii) no . No material liability to the PBGC (other than required premium payments), the IRSInternal Revenue Service, any Employee Benefit Plan or any Trust trust established under Title IV of ERISA has been or is expected to be incurred by the Borrower, any of its Subsidiaries or any of their ERISA Party (other than contributions made to an Employee Benefit Plan or such Trust or expenses paid on their behalf, in each case in the ordinary course); (iv) no Affiliates. No ERISA Event has occurred or is reasonably expected to occur; . Except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (vthrough the purchase of insurance or otherwise) for any retired or former employee of the Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by the Borrower, any of its Subsidiaries or any of their ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan) did not materially exceed the aggregate current value of the assets of such Pension Plan; . As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of the Borrower, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (viwithin the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) no of ERISA Party is not materially more than zero. The Borrower, each of its Subsidiaries and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan; (vii) no ERISA Party . Neither the Borrower nor any Subsidiary has incurred received any obligation notice or is otherwise aware that its Foreign Pension Plans are not in connection compliance with their terms or with the termination ofrequirements of any applicable laws, or withdrawal fromstatutes, any Foreign Pension Plan; rules, regulations and (viii) the present value of the accrued benefit liabilities (whether or not vested) under each Foreign Pension Planorders, determined as of the end of Holdings’ and the Borrowers’ most recently ended Fiscal Year for which audited financial statements are available on the basis of the actuarial assumptions described in Holdings’ audited financial statements for such Fiscal Year, did not exceed the aggregate of (A) the current value of the assets of unfunded liabilities with respect to such Foreign Pension Plan allocable Plans would not reasonably be expected to such benefit liabilities and (B) the amount then reserved on Holdings’ consolidated balance sheet result in respect of such liabilities (and such amount reserved on Holdings’ consolidated balance sheet does not constitute a material liability to Holdings and its Restricted Subsidiaries taken as a whole)Material Adverse Effect.

Employee Benefit Plans. Except Each Group Member and each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, other than as could would not reasonably be expected to result, either individually or in the aggregate, in have a Material Adverse Effect, (i) each Employee Benefit Plan and Foreign Pension Plan (and each related trust, insurance contract or fund) has been documented, funded and administered in compliance with all applicable Laws, including, without limitation, ERISA and the Code; (ii) the sponsor or adopting employer of each . Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received or timely applied for a favorable determination letter, or is entitled to rely on a favorable opinion letter, as applicable, letter from the IRS Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter or opinion letter which would cause such Employee Benefit Plan to lose its qualified status; (iii) no , in each case, other than as would not reasonably be expected to have a Material Adverse Effect. No material liability to the PBGC (other than required premium payments), the IRSInternal Revenue Service, any Employee Benefit Plan (other than in the ordinary course) or any Trust trust established under Title IV of ERISA has been or is expected to be incurred by any Group Member or any of their respective ERISA Party (other than contributions made Affiliates with respect to an any Employee Benefit Plan. No ERISA Event or Foreign Plan or such Trust or expenses paid on their behalf, in each case in the ordinary course); (iv) no ERISA Event has occurred or is reasonably expected to occur; (v) the occur where such ERISA Event or Foreign Plan Event would reasonably be expected to have a Material Adverse Effect. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by any Group Member or any of their respective ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan) did not exceed the aggregate current fair market value of the assets of such Pension Plan; , where such circumstance would reasonably be expected to have a Material Adverse Effect. As of the most recent valuation date for each Multiemployer Plan, the potential liability of the Group and its ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (vi) no within the meaning of Section 4203 or Section 4205 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, does not exceed $25,000,000. Each Group Member and each of their ERISA Party is Affiliates have materially complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan; (vii) no ERISA Party . To the extent applicable, each Foreign Plan has incurred any obligation been maintained in connection substantial compliance with its terms and with the termination ofrequirements of any and all applicable all laws, or withdrawal fromrules, regulations and orders of any Governmental Authority and has been maintained, where required, in good standing with applicable regulatory authorities, other than as would reasonably be expected to have a Material Adverse Effect. Each Foreign Pension Plan; Plan which is required under all applicable laws, rules, regulations and (viii) the present value orders of the accrued benefit liabilities (whether or not vested) any Governmental Authority to be funded satisfies in all material respects any 125 applicable funding standard under all applicable laws, rules, regulations and orders of any Governmental Authority. For each Foreign Pension PlanPlan which is not funded or which is not required to be fully funded under all applicable laws, determined as rules regulations and orders of any Governmental Authority, the end of Holdings’ and the Borrowers’ most recently ended Fiscal Year for which audited financial statements are available on the basis of the actuarial assumptions described in Holdings’ audited financial statements for such Fiscal Year, did not exceed the aggregate of (A) the current value of the assets unfunded obligations of such Foreign Pension Plan allocable are properly accrued in all material respects. Neither any Loan Party nor any of its Subsidiaries is or has at any time been the employer, or connected or associated with the employer (as those terms are used in the UK Pensions Act 2004) in relation to such a UK defined benefit liabilities and (B) the amount then reserved on Holdings’ consolidated balance sheet in respect of such liabilities (and such amount reserved on Holdings’ consolidated balance sheet does not constitute a material liability to Holdings and its Restricted Subsidiaries taken as a whole)pension plan.

Employee Benefit Plans. Except as could not reasonably be expected to resultwould not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (i) Holdings, each of its Subsidiaries and each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan and Foreign Pension Plan (and have performed all their obligations under each related trustEmployee Benefit Plan, insurance contract or fund) has been documented, funded and administered in compliance with all applicable Laws, including, without limitation, ERISA and the Code; (ii) the sponsor or adopting employer of each Employee Benefit Plan which that is intended to qualify under Section 401(a) of the Internal Revenue Code has received or timely applied for a favorable determination letter, or is entitled to rely on a favorable opinion letter, as applicable, letter from the IRS Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter or opinion letter which that would cause such Employee Benefit Plan to lose its qualified status; , (iii) no liability to the PBGC (other than required premium payments), the IRSInternal Revenue Service, any Employee Benefit Plan or any Trust trust established under Title IV of ERISA has been or is expected to be incurred by Holdings, any of its Subsidiaries or any of their ERISA Party (other than contributions made to an Employee Benefit Plan or such Trust or expenses paid on their behalf, in each case in the ordinary course); Affiliates and (iv) no ERISA Event has occurred or is reasonably expected to occur; . Except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (vthrough the purchase of insurance or otherwise) for any retired or former employee of Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates. Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, the present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by Holdings, any of its Subsidiaries or any of their ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan) did not exceed the aggregate current value of the assets of such Pension Plan; . As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of Holdings, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (viwithin the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) no of ERISA Party is $0. Holdings, each of its Subsidiaries and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan; (vii) no ERISA Party has incurred any obligation in connection with the termination of, or withdrawal from, any Foreign Pension Plan; and (viii) the present value of the accrued benefit liabilities (whether or not vested) under each Foreign Pension Plan, determined as of the end of Holdings’ and the Borrowers’ most recently ended Fiscal Year for which audited financial statements are available on the basis of the actuarial assumptions described in Holdings’ audited financial statements for such Fiscal Year, did not exceed the aggregate of (A) the current value of the assets of such Foreign Pension Plan allocable to such benefit liabilities and (B) the amount then reserved on Holdings’ consolidated balance sheet in respect of such liabilities (and such amount reserved on Holdings’ consolidated balance sheet does not constitute a material liability to Holdings and its Restricted Subsidiaries taken as a whole).

Employee Benefit Plans. Except as could not reasonably be expected to resultCompany, either individually or in the aggregate, in a Material Adverse Effect, (i) each Employee Benefit Plan and Foreign Pension Plan (of its subsidiaries and each related trust, insurance contract or fund) has been documented, funded and administered of their respective ERISA Affiliates are in material compliance with all applicable Laws, including, without limitation, provisions and requirements of ERISA and the Code; (ii) Internal Revenue Code and the sponsor or adopting employer of regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan. Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received or timely applied for a favorable determination letter, or is entitled to rely on a favorable opinion letter, as applicable, letter from the IRS Internal Revenue Service indicating that such Employee Benefit Plan is so qualified or has an application pending for such qualification, and nothing has occurred subsequent to the issuance of such determination letter or opinion letter which would cause such Employee Benefit Plan to lose its qualified status; (iii) no . No liability to the PBGC (other than required premium payments), ) or the IRS, any Employee Benefit Plan or any Trust established under Title IV of ERISA Internal Revenue Service has been or is expected to be incurred by Company, any of its subsidiaries or any of their ERISA Party (other than contributions made Affiliates with respect to an any Employee Benefit Plan or such Trust or expenses paid on their behalf, in each case in the ordinary course); (iv) no Plan. No ERISA Event has occurred or is reasonably expected to occur; . Except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, or otherwise funded entirely by the participants thereof, or accrued for on the financial statements of Company or its Restricted Subsidiaries, no Employee Benefit Plan provides health or welfare benefits (vthrough the purchase of insurance or otherwise) the for any retired or former employee of Company, any of its subsidiaries or any of their respective ERISA Affiliates. The present value of the aggregate benefit liabilities under each Pension Plan subject to Title IV of ERISA sponsored, maintained or contributed to by Company, any of its subsidiaries or any of their ERISA Affiliates (determined as of the end of the most recent plan year valuation date on the basis of the actuarial assumptions specified for funding purposes pursuant to Section 430 of the Internal Revenue Code in the most recent actuarial valuation for such Pension Plan) ), did not exceed the aggregate current value of the assets of such Pension Plan; Plan by more than $10,000,000 in the aggregate. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of Company, its subsidiaries and their respective ERISA Affiliates for a complete or partial withdrawal from such Multiemployer Plan (vi) no within the meaning of Section 4203 or Section 4205 of ERISA), when aggregated with such potential liability for a complete or partial withdrawal from all Multiemployer Plans, is zero. Company, each of its subsidiaries and each of their ERISA Party is Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan; (vii) no ERISA Party has incurred any obligation in connection with the termination of, or withdrawal from, any Foreign Pension Plan; and (viii) the present value of the accrued benefit liabilities (whether or not vested) under each Foreign Pension Plan, determined as of the end of Holdings’ and the Borrowers’ most recently ended Fiscal Year for which audited financial statements are available on the basis of the actuarial assumptions described in Holdings’ audited financial statements for such Fiscal Year, did not exceed the aggregate of (A) the current value of the assets of such Foreign Pension Plan allocable to such benefit liabilities and (B) the amount then reserved on Holdings’ consolidated balance sheet in respect of such liabilities (and such amount reserved on Holdings’ consolidated balance sheet does not constitute a material liability to Holdings and its Restricted Subsidiaries taken as a whole).

Employee Benefit Plans. Except as could not reasonably be expected Holdings, each of its Subsidiaries and each of their respective ERISA Affiliates are in compliance in all material respects with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to resulteach Employee Benefit Plan, either individually or in the aggregate, in a Material Adverse Effect, (i) and have performed all their obligations under each Employee Benefit Plan and Foreign Pension Plan (and each related trust, insurance contract or fund) has been documented, funded and administered except where noncompliance could not be reasonably likely to result in compliance with all applicable Laws, including, without limitation, ERISA and the Code; (ii) the sponsor or adopting employer liability in excess of each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Code has received or timely applied for a favorable determination letter, or is entitled to rely on a favorable opinion letter, as applicable, from the IRS indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter or opinion letter which would cause such Employee Benefit Plan to lose its qualified status; (iii) no $10,000,000. No liability to the PBGC (other than required premium payments), the IRSInternal Revenue Service, any Employee Benefit Plan or any Trust trust established under Title IV of ERISA has been or is expected to be incurred by Holdings, any of its Subsidiaries or any of their ERISA Party (other than contributions made Affiliates that could reasonably be expected to an Employee Benefit Plan or such Trust or expenses paid on their behalf, in each case in the ordinary course); (iv) no have a Material Adverse Effect. No ERISA Event has occurred or is reasonably expected to occur; occur that is reasonably likely to result in liability in excess of $10,000,000. Except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (vthrough the purchase of insurance or otherwise) for any retired or former employee of Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates, except where the failure of such representation to be true and correct could reasonably be expected to result in a Material Adverse Effect. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by Holdings, any of its Subsidiaries or any of their ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan) ), did not exceed the aggregate current value of the assets of such Pension Plan; (vi) Plan and there has been no ERISA Party determination that any Pension Plan is in “at risk” status, except where the failure of such representation to be true and correct could reasonably be expected to result in a Material Adverse Effect. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of Holdings, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISA is less than $10,000,000. Holdings, each of its Subsidiaries and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan; (vii) no ERISA Party has incurred any obligation in connection with the termination of, or withdrawal from, any Foreign Pension Plan; and (viii) the present value of the accrued benefit liabilities (whether or not vested) under each Foreign Pension Plan, determined as of the end of Holdings’ and the Borrowers’ most recently ended Fiscal Year for which audited financial statements are available on the basis of the actuarial assumptions described in Holdings’ audited financial statements for such Fiscal Year, did not exceed the aggregate of (A) the current value of the assets of such Foreign Pension Plan allocable except where noncompliance could reasonably be expected to such benefit liabilities and (B) the amount then reserved on Holdings’ consolidated balance sheet in respect of such liabilities (and such amount reserved on Holdings’ consolidated balance sheet does not constitute have a material liability to Holdings and its Restricted Subsidiaries taken as a whole)Material Adverse Effect.

Employee Benefit Plans. Except as could would not reasonably be expected to resultexpected, either individually or in the aggregate, in to have a Material Adverse Effect: (a) the Parent Borrower, (i) each Employee Benefit Plan and Foreign Pension Plan (of its Subsidiaries and each related trust, insurance contract or fund) has been documented, funded and administered of their respective ERISA Affiliates are in compliance with all applicable Laws, including, without limitation, provisions and requirements of ERISA and the CodeCode and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan; (iib) the sponsor or adopting employer of each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Code has received or timely applied for a favorable determination letter, or is entitled to rely on a favorable opinion letter, as applicable, letter from the IRS Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and qualified, and, to the knowledge of a Responsible Officer of the Parent Borrower, nothing has occurred subsequent to the issuance of such determination letter or opinion letter which would cause such Employee Benefit Plan to lose its qualified status; (iiic) no liability to the PBGC (other than required premium payments), the IRSInternal Revenue Service, any Employee Benefit Plan or any Trust trust established under Title IV of ERISA has been or is expected to be incurred by the Parent Borrower, any of its Subsidiaries or any of their ERISA Party (other than contributions made to an Employee Benefit Plan or such Trust or expenses paid on their behalf, in each case in the ordinary course)Affiliates; (ivd) no ERISA Event or Canadian Pension Event has occurred or is reasonably expected to occur; (ve) the present value Parent Borrower and each of the aggregate benefit liabilities its Subsidiaries are in compliance with all applicable provisions and requirements of applicable laws with respect to each Canadian Pension Plan and have performed all their obligations under each Pension Plan (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan) did not exceed the aggregate current value of the assets of such Canadian Pension Plan; (vif) no ERISA Party is all Canadian Pension Plans have been established, administered, maintained and funded in “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan; (vii) no ERISA Party has incurred any obligation in connection accordance with the termination of, or withdrawal from, any Foreign terms of such Canadian Pension PlanPlan and all applicable laws; and (viiig) the present value each Canadian Pension Plan that is intended to qualify for tax- preferred or tax-exempt treatment has been duly registered or qualified, as applicable, in accordance with applicable laws, and nothing has subsequently occurred which would cause such Canadian Pension Plan to lose such status; and (h) no taxes, penalties or fees are owing or exigible under any Canadian Pension Plan. As of the accrued benefit liabilities (whether or not vested) under each Foreign Pension Plandate of this Agreement, determined as none of the end Parent Borrower or any of Holdings’ and the Borrowers’ most recently ended Fiscal Year for which audited financial statements are available on the basis of the actuarial assumptions described in Holdings’ audited financial statements for such Fiscal Yearits Subsidiaries sponsors, did not exceed the aggregate of (A) the current value of the assets of such Foreign Pension Plan allocable maintains, contributes to such benefit liabilities and (B) the amount then reserved on Holdings’ consolidated balance sheet or has any liability or contingent liability in respect of such liabilities (and such amount reserved on Holdings’ consolidated balance sheet does not constitute a material liability to Holdings and its Restricted Subsidiaries taken as a whole)any Canadian Defined Benefit Plan.

Employee Benefit Plans. Except as could not reasonably be expected to result, (either individually or in the aggregate, ) to result in a Material Adverse Effectliability to the Credit Parties in excess of $2,500,000 at any time, (ia) Borrower, each of its Restricted Subsidiaries and each of their respective ERISA Affiliates are in compliance in all material respects with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan Plan, and Foreign Pension Plan have performed all their obligations under each Employee Benefit Plan, (and each related trust, insurance contract or fundb) has been documented, funded and administered in compliance with all applicable Laws, including, without limitation, ERISA and the Code; (ii) the sponsor or adopting employer of each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received or timely applied for a favorable determination letter, or is entitled to rely on a favorable opinion letter, as applicable, letter from the IRS Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter or opinion letter which would cause such Employee Benefit Plan to lose its qualified status; , (iiic) no liability to the PBGC (other than required premium payments), the IRSInternal Revenue Service, any Employee Benefit Plan or any Trust trust established under Title IV of ERISA has been or is expected to be incurred by Borrower, any of its Restricted Subsidiaries or any of their ERISA Party Affiliates, (other than contributions made to an Employee Benefit Plan or such Trust or expenses paid on their behalf, in each case in the ordinary course); (ivd) no ERISA Event has occurred or is reasonably expected to occur; , (ve) except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Borrower, any of its Restricted Subsidiaries or any of their respective ERISA Affiliates, (f) the present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by Borrower, any of its Restricted Subsidiaries or any of their ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan) ), did not exceed the aggregate current value of the assets of such Pension Plan; , (vig) no as of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of Borrower, its Restricted Subsidiaries and their respective ERISA Party Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISA is zero, and (h) Borrower, each of its Restricted Subsidiaries and each of their ERISA Affiliates, where applicable, have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan; (vii) no ERISA Party has incurred any obligation in connection with the termination of, or withdrawal from, any Foreign Pension Plan; and (viii) the present value of the accrued benefit liabilities (whether or not vested) under each Foreign Pension Plan, determined as of the end of Holdings’ and the Borrowers’ most recently ended Fiscal Year for which audited financial statements are available on the basis of the actuarial assumptions described in Holdings’ audited financial statements for such Fiscal Year, did not exceed the aggregate of (A) the current value of the assets of such Foreign Pension Plan allocable to such benefit liabilities and (B) the amount then reserved on Holdings’ consolidated balance sheet in respect of such liabilities (and such amount reserved on Holdings’ consolidated balance sheet does not constitute a material liability to Holdings and its Restricted Subsidiaries taken as a whole).