Common use of Employee Benefit Plans Clause in Contracts

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) 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, (b) each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status, (c) no liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any 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 Affiliates, (d) no ERISA Event has occurred or is reasonably expected to occur and (e) 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 value of the assets of such Pension 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 (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 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 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.

Employee Benefit Plans. Except as could not reasonably be expected to have result, either individually or in the aggregate, in a Material Adverse Effect, (ai) Borrower, each of its Subsidiaries Employee Benefit Plan and Foreign Pension Plan (and each of their respective ERISA Affiliates are related trust, insurance contract or fund) has been documented, funded and administered in compliance with all applicable provisions and requirements of Laws, including, without limitation, ERISA and the Internal Revenue Code and Code; (ii) the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, (b) 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 letter, or is entitled to rely on a favorable opinion letter, as applicable, from the Internal Revenue Service IRS indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, 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, ; (ciii) no liability to the PBGC (other than required premium payments), the Internal Revenue ServiceIRS, any Employee Benefit Plan or any trust Trust established under Title IV of ERISA has been or is expected to be incurred by Borrowerany ERISA Party (other than contributions made to an Employee Benefit Plan or such Trust or expenses paid on their behalf, any of its Subsidiaries or any of their ERISA Affiliates, in each case in the ordinary course); (div) no ERISA Event has occurred or is reasonably expected to occur and occur; (ev) 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-aggregate current aggregate value of the assets of such Pension Plan by more than $150,000,000. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report Plan; (vi) no ERISA Party is available, the potential liability of Borrower, 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 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 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 have a Material Adverse Effect, (a) BorrowerEach 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 each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, (b) each . Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified andqualified, or is maintained pursuant to a volume submitter or prototype document that is subject to a favorable advisory or opinion letter from the knowledge of BorrowerInternal Revenue Service, and nothing has occurred subsequent to the issuance of such determination letter determination, advisory or opinion letter, as the case may be, which would cause such Employee Benefit Plan to lose its qualified status, (c) no . No liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan (other than in the ordinary course) or any trust established under Title IV of ERISA has been or is expected to be incurred by Borrowerany Loan Party, any of its Subsidiaries or any of their respective ERISA Affiliates, (d) no Affiliates with respect to any Employee Benefit Plan. No ERISA Event has occurred or is reasonably expected to occur and (e) except 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 (through the purchase of insurance or otherwise) for any retired or former employee of Borrowerany 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 Borrowerany 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 then-aggregate current aggregate fair market value of the assets of such Pension Plan by more than $150,000,000Plan. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is availablePlan, the potential liability of Borrowerany Loan Party, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (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, based on information available pursuant to Section 4221(e) of ERISA, is not more than $150,000,000zero. Except as could not reasonably be expected to have a Material Adverse Effect, BorrowerEach Loan 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.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) Borrower, Each Loan Party and 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, Plan and have performed all their obligations under each Employee Benefit PlanPlan except, (b) in each case, where failure to do so, individually or in the aggregate, could not be reasonably expected 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 a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified andqualified, to the knowledge of Borrower, and nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status, (c) no . No liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by Borrower, any Loan Party or any of its Subsidiaries or any of their ERISA Affiliates, (d) no except, in each case, for a liability or liabilities that could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect. No ERISA Event has occurred or is reasonably expected to occur and (e) except 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 (through the purchase of insurance or otherwise) for any retired or former employee of Borrower, any Loan Party or 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 maintained, or contributed to by Borrower, any Loan Party or 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-aggregate current aggregate value of the assets of such Pension Plan by more than $150,000,000Plan. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of Borrower, any Loan Party and 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, ERISA is not more than $150,000,000zero. Except as could not reasonably be expected to have a Material Adverse Effect, Borrower, Each Loan Party and 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.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) Borrower, each of its Subsidiaries the Guarantors 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 each Employee Benefit Plan, and have performed all their material obligations under each Employee Benefit Plan, (b) each . Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to or is comprised of a master or prototype plan that has received a favorable opinion letter from the knowledge of Borrower, 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, (c) no . No material liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by Borrower, any of its Subsidiaries the Guarantors or any of their ERISA Affiliates, (d) no . No ERISA Event has occurred or is reasonably expected to occur and (e) except 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 (through the purchase of insurance or otherwise) for any retired or former employee of Borrower, any of its Subsidiaries Borrower or any of their respective ERISA Affiliatesthe Guarantors. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by Borrower, any of its Subsidiaries 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 then-aggregate current aggregate value of the assets of such Pension Plan by more than $150,000,000Plan. 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 the Guarantors 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, ERISA is not more than $150,000,000zero. Except as could not reasonably be expected to have a Material Adverse Effect, Borrower, each of its Subsidiaries 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.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) BorrowerCompany, 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, (b) each . Each Employee Benefit Plan which that is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, and nothing has occurred subsequent to the issuance of such determination letter which that would cause such Employee Benefit Plan to lose its qualified status, (c) no . No liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by BorrowerCompany, any of its Subsidiaries or any of their ERISA Affiliates, (d) no . No ERISA Event has occurred or is reasonably expected to occur and (e) except 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 (through the purchase of insurance or otherwise) for any retired or former employee of BorrowerCompany, 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 BorrowerCompany, 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-aggregate current aggregate value of the assets of such Pension Plan by more than $150,000,000Plan. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of BorrowerCompany, 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, ERISA is not more than $150,000,000zero. Except as could not reasonably be expected to have a Material Adverse Effect, BorrowerCompany, 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.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) BorrowerHoldings, 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 each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, (b) each Plan in all material respects. Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, and nothing has occurred subsequent to the issuance of such determination letter which reasonably would be expected to cause such Employee Benefit Plan to lose its qualified status, (c) no . No liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or reasonably is expected to be incurred by BorrowerHoldings, any of its Subsidiaries or any of their ERISA Affiliates. Except as set forth in Schedule 4.19 (and except for changes in matters identified in Schedule 4.19 that are not, (d) individually or in the aggregate, material), no ERISA Event has occurred or is reasonably expected to occur occur. Except as set forth in Schedule 4.19, and (e) 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 BorrowerHoldings, any of its Subsidiaries or any of their respective ERISA Affiliates. The 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 BorrowerHoldings, any of its Subsidiaries or any of their ERISA Affiliates 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-aggregate current aggregate value of the assets of such Pension Plan by more than $150,000,000Plan. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of BorrowerNeither Holdings, its Subsidiaries and nor their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA)maintains, when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant contributes to Section 4221(e) of ERISA, or is not more than $150,000,000. Except as could not reasonably be expected required to have a Material Adverse Effect, Borrower, each of its Subsidiaries and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect contribute to each Multiemployer Plan and are not in “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a any Multiemployer Plan.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) BorrowerCompany, 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, (b) each . Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, and nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status, (c) no . No liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by BorrowerCompany, any of its Subsidiaries or any of their ERISA Affiliates, (d) no . No ERISA Event has occurred or is reasonably expected to occur and (e) except 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 (through the purchase of insurance or otherwise) for any retired or former employee of BorrowerCompany, 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 BorrowerCompany, 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-aggregate current aggregate value of the assets of such Pension Plan by more than $150,000,000Plan. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of BorrowerCompany, 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, ERISA is not more than $150,000,000zero. Except as could not reasonably be expected to have a Material Adverse Effect, BorrowerCompany, 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.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) BorrowerHoldings, 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, and have performed in all material respects all their obligations under each Employee Benefit Plan, (b) each . Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, 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 Borrower, Holdings and its Subsidiaries nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status, (c) no . No liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by BorrowerHoldings, any of its Subsidiaries or any of their respective ERISA Affiliates, (d) no Affiliates with respect to any Employee Benefit Plan. No ERISA Event has occurred or is reasonably expected to occur and (e) except 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 (through the purchase of insurance or otherwise) for any retired or former employee of BorrowerHoldings, any of its Subsidiaries or any of their respective ERISA AffiliatesAffiliates 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 BorrowerHoldings, 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 then-aggregate current aggregate fair market value of the assets of such Pension Plan by more than $150,000,000except 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 availablePlan, the potential liability of BorrowerHoldings, its Subsidiaries and their respective ERISA Affiliates for a complete or partial withdrawal from such Multiemployer Plan (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, based on information available pursuant to Section 4221(e) of ERISA, is not more than $150,000,000. Except as Plans could not reasonably be expected to have 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, BorrowerHoldings, 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.

Employee Benefit Plans. Except as could not reasonably be expected Neither the Borrower nor any of its Restricted Subsidiaries or any ERISA Affiliate thereof maintains, sponsors, or participates in, contributes to have a Material Adverse Effector has any obligation, (a) Borrowerwhether actual or contingent, to any Multiemployer Plans. The Borrower and each of its Restricted Subsidiaries and each of their respective ERISA Affiliates are in material compliance with all applicable provisions and requirements of applicable law, including 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 material obligations under each Employee Benefit Plan, (b) in each case, except to the extent such non-performance would not reasonably be expected to result in liabilities to the Loan Parties in excess of $30.0 million. Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the 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 Borrowerthe Borrower and each of its Restricted Subsidiaries, nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status, (c) no liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any 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 Affiliates, (d) no . No ERISA Event has occurred or is reasonably expected to occur and (e) except occur, which would reasonably be expected to cause a liability of the Borrower or any of its Restricted Subsidiaries in excess of $30.0 million. Except to the extent (i) set forth on Schedule 3.21, (ii) required under Section 4980B of the Internal Revenue Code or similar state lawslaws or (iii) as would not 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 any retired or former employee of Borrower, the Borrower any of its Restricted 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 value of the assets of such Pension 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 (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 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 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.

Employee Benefit Plans. Except as could not reasonably be expected to have result in a Material Adverse Effect, (a) BorrowerHoldings, 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. Other than with respect to any retirement plans newly adopted or spun-off as contemplated under the Acquisition Agreement, and have performed all their obligations under each Employee Benefit Plan, (b) each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to or has a determination letter request pending with the knowledge of Borrower, Internal Revenue Service and nothing has occurred subsequent to the issuance of such determination letter which would reasonably be expected to cause such Employee Benefit Plan to lose its qualified status, . No liability (ci) no liability to the PBGC (other than required premium payments), ) or the Internal Revenue Service, in either case, with respect to any Employee Benefit Plan, or (ii) to any Employee Benefit Plan or any trust established under Title IV of ERISA ERISA, in any case, has been or is expected to be incurred by BorrowerHoldings, any of its Subsidiaries or any of their ERISA Affiliates, (d) no except as could not reasonably be expected to result in 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, could reasonably be expected to result in a Material Adverse Effect. The aggregate liability of Holdings and (e) except its Subsidiaries with respect to “expected post-retirement benefit obligations” within the extent required under Section 4980B meaning 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 AffiliatesFinancial 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 BorrowerHoldings, 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-aggregate current aggregate value of the assets of such Pension Plan by more than $150,000,000an 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 BorrowerHoldings, 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 not more than $150,000,000. Except as could not reasonably be expected to have result in a Material Adverse Effect, Borrower. Holdings, each 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 and are not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan.

Employee Benefit Plans. Except as could not reasonably be expected Subject to have a Material Adverse Effect, (a) BorrowerSection 7.10, each of its Subsidiaries and each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA the WPL Benefit Plans, the IES Benefit Plans and the Internal Revenue Code and Interstate Benefit Plans in effect at the regulations and published interpretations thereunder date hereof shall be maintained in effect with respect to each Employee the employees or former employees of WPL and any of its Subsidiaries, IES and any of its Subsidiaries, and Interstate and any of its Subsidiaries, respectively, who are covered by any such Benefit Plan immediately prior to the 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 WPL Benefit Plan, and have performed all their obligations under each Employee IES Benefit Plan or Interstate Benefit Plan, (b) each Employee to amend, modify, suspend, revoke or terminate any such plan; provided, further, however, that the Company or its Subsidiaries shall provide to the Affiliated Employees for a period of not less than one year following the Effective Time benefits, other than with respect to plans referred to in Section 8.11, which are no less favorable in the aggregate than those provided under the WPL Benefit Plan which is intended to qualify under Section 401(a) Plans, the IES Benefit Plans or the Interstate Benefit Plans, as the case may be. Without limitation of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that foregoing, each participant of any such Employee WPL Benefit Plan is so qualified andPlan, to the knowledge of Borrower, nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status, (c) no liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee IES Benefit Plan or any trust established Interstate Benefit Plan shall receive credit for purposes of eligibility to participate, vesting, benefit accrual and eligibility to receive benefits under Title IV a benefit plan of ERISA has been the Company or is expected to be incurred by Borrower, any of its Subsidiaries or Affiliates for service credited for the corresponding purpose under such benefit plan; provided, however, that such crediting of service shall not operate to duplicate any of their ERISA Affiliates, (d) no ERISA Event has occurred benefit to any such participant or is reasonably expected to occur and (e) 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) funding for any retired such benefit. Any person hired by the Company or former employee of Borrower, any of its Subsidiaries after the Closing Date who was not employed by any party hereto or any of their respective ERISA Affiliates. The present value 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 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 value of the assets of such Pension 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 (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 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 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 Planapplicable plan.

Employee Benefit Plans. Except as could not reasonably be No ERISA Event has occurred or is expected to 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 Material Adverse Effect, (a) Borrower, contribution to or a benefit under each ERISA Plan. The liability 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 Controlled Group member with respect to each Employee Benefit 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): (a) the ERISA Plan and have performed all their obligations under each Employee Benefit Planany associated trust operationally comply with the applicable requirements of Code Section 401(a), (b) each Employee Benefit 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 is intended to qualify a retroactive amendment can be made within the “remedial amendment period” available under Code Section 401(a401(b) of (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely), (c) the Internal Revenue Code has ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service indicating stating that such Employee Benefit the ERISA Plan is so qualified qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, to if applicable, that any cash or deferred arrangement under the knowledge of Borrower, nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit ERISA Plan to lose its qualified status, (c) no liability to the PBGC (other than required premium paymentsqualifies under Code Section 401(k), unless the Internal Revenue Service, any Employee Benefit ERISA Plan or any trust established under Title IV of ERISA was first adopted at a time for which the above-described “remedial amendment period” has been or is expected to be incurred by Borrower, any of its Subsidiaries or any of their ERISA Affiliatesnot yet expired, (d) no the ERISA Event has occurred or is reasonably expected Plan currently satisfies the requirements of Code Section 410(b), without regard to occur 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 required under Section 4980B 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 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(as determined in accordance with Statement of Accounting Standards No. 87, maintained or contributed “Employers’ Accounting for Pensions”, as applicable 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 Borrower from time to time) does not exceed the then-current aggregate fair market value of the assets of such Pension 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 (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 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 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 Planassets.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) 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, (b) each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status, (c) no liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any 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 Affiliates, (d) no ERISA Event has occurred or is reasonably expected to occur and (e) 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 value of the assets of such Pension Plan by more than $150,000,00070,000,000. 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 (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 more than $150,000,00070,000,000. Except as could not reasonably be expected to have a Material Adverse Effect, Borrower, each of its Subsidiaries and each of their ERISA 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.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) Borrower, The Borrower and each of its Subsidiaries Subsidiary and each of their respective ERISA Affiliates are 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 each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, (b) each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to the knowledge of any Executive Officer of the Borrower, nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status, (c) no liability Liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan (except in the ordinary course) or any trust established under Title IV of ERISA has been or is expected to be incurred by the Borrower, any of its Subsidiaries Subsidiary or any of their respective ERISA Affiliates, (d) no ERISA Event has occurred or is reasonably expected to occur and occur, (e) 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 of its Subsidiaries Subsidiary or any of their respective ERISA Affiliates. The , (f) the present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by the Borrower, any of its Subsidiaries Subsidiary or any of their respective ERISA Affiliates 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-aggregate current aggregate value of the assets of such Pension Plan by more than $150,000,000. As Plan, (g) 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 (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 ERISAERISA is zero, is not more than $150,000,000. Except as could not reasonably be expected to have a Material Adverse Effect, (h) the Borrower, each of its Subsidiaries Subsidiary and each of their respective ERISA Affiliates have 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, (i) each Employee Benefit Plan has been operated in compliance with its terms and the applicable provisions and requirements of ERISA, the Internal Revenue Code and other Laws, and (j) there has been no Prohibited Transaction or violation of the fiduciary responsibility rules with respect to any Employee Benefit Plan or Pension Plan that has resulted or could reasonably be expected to result in a Material Adverse Effect; in each case (a) through (i), except as would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect.

Employee Benefit Plans. (a) Except as could would not reasonably be expected to have a Material Adverse Effect, (a) BorrowerHoldings, each of its Subsidiaries and and, with respect to a Pension Plan, each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code (or similar Law applicable outside of the United States) 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, (b) each . 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 a favorable determination letter from the 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 BorrowerHoldings and Tronox US, nothing has occurred subsequent to the issuance of such determination 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, (c) no . No material liability to the PBGC (other than required premium payments), payments and required minimum funding contributions) or the Internal Revenue ServiceService (or similar Governmental Authority or Governmental Entity outside of the United States), any Employee Benefit Plan or any 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 BorrowerHoldings, any of its Subsidiaries or any of their ERISA Affiliates, (d) no ERISA Event has occurred . No fact or is circumstance exists that reasonably could be expected to occur and (eresult in the imposition of a Lien or security interest pursuant to Section 430(k) except to of the extent required under Section 4980B Internal Revenue Code, a violation of 436 of the Internal Revenue Code or similar state lawsERISA and, 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 value of the assets of such Pension 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 (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 more than $150,000,000. Except except as could not reasonably be expected to have a Material Adverse Effect, Borrower, each of its Subsidiaries and each of their no ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect Event has occurred or is reasonably expected 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 Planoccur.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) Borrower, each of its Subsidiaries and each of their respective ERISA Affiliates All UPC Plans are in compliance with all the applicable provisions and requirements terms of ERISA and ERISA, the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit PlanCode, and have performed all their obligations under each Employee Benefit Planany other applicable Laws, (b) each Employee Benefit Plan the breach or violation of which is intended reasonably likely to qualify have, individually or in the aggregate, a Material Adverse Effect on UPC. For purposes of this Agreement, the term "UPC Plan" means each bonus, incentive compensation, severance pay, medical or other insurance program, retirement plan, or other employee benefit plan program, agreement, or arrangement sponsored, maintained, or contributed to by UPC or any trade or business, whether or not incorporated, that together with UPC or any of 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 favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, nothing has occurred subsequent to the issuance of such determination letter "UPC ERISA Affiliate") or under which would cause such Employee Benefit Plan to lose its qualified status, (c) no liability to the PBGC (other than required premium payments), the Internal Revenue Service, 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 Borrower, any of its Subsidiaries UPC or any UPC ERISA 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 their 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 Affiliates, (d) no ERISA Event has occurred or Affiliate is reasonably expected required to occur and (e) except to the extent required pay under Section 4980B 412 of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (through under 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 terms of the aggregate benefit liabilities under each Pension Plan sponsoredUPC Plans, 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 and no accumulated funding purposes in the most recent actuarial valuation for such Pension Plan), did not exceed the then-current aggregate value of the assets of such Pension 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 deficiency (within the meaning of Section 4203 412 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to the Internal Revenue Code or Section 4221(e) 302 of ERISA, is whether or 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 Affiliates have complied with the requirements of Section 515 of ERISA waived) exists with respect to any UPC Plan. There are no Material actions, suits, or claims pending, or, to the Knowledge of UPC, threatened or anticipated relating to any UPC Plan. There has been no Material adverse change in the financial position or funded status of any UPC Plan that is subject to Title IV of ERISA since the date of the information relating to the financial position and funded status of each Multiemployer Plan and are not such plan contained in “default” (as defined in Section 4219(c)(5) of ERISA) the most recent Annual Report on Form 10-K filed by UPC with respect to payments to a Multiemployer Planthe SEC.

Employee Benefit Plans. Except as could not reasonably Each contribution required to be expected made to have a Material Adverse EffectGuaranteed Pension Plan, (awhether required to be made to satisfy the minimum funding requirements or to avoid the incurrence of, the notice or lien provisions of §303(k) Borrowerof ERISA, 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 or otherwise, has been timely made. No minimum funding waiver has been requested with respect to each Employee Benefit any Guaranteed Pension Plan, and have performed all their obligations under each Employee Benefit Plan, (b) each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status, (c) no . No liability to the PBGC (other than required premium paymentsinsurance premiums, all of which have been paid) has been incurred by the Company or any ERISA Affiliate with respect to any Guaranteed Pension Plan and there has not been any ERISA 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 (which in each case occurred within fifteen (15) months of the date of the representation), and on the Internal Revenue Serviceactuarial methods and assumptions employed for that valuation, any Employee Benefit Plan or any 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 Affiliates, (d) no ERISA Event has occurred or is reasonably expected to occur and (e) 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 of all such Guaranteed Pension Plan sponsored, maintained or contributed to by Borrower, any Plans within the meaning of its Subsidiaries or any §4001 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 value of the assets of all such Guaranteed Pension Plan Plans by more than $150,000,00050,000,000, disregarding for this purpose the benefit liabilities and assets of any Guaranteed Pension Plan with assets in excess of benefit liabilities. As The administrator of the most recent valuation date 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 each Multiemployer 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 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 in “at risk” status (within the meaning of Section 4203 303 of ERISA) 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 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 incurred or is reasonably expected to 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 Company nor any ERISA Affiliate has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization (within the meaning of Section 4241 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 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 Affiliates have complied with insolvent (within the requirements meaning of Section 515 of ERISA with respect to each Multiemployer Plan and are not in “default” (as defined in Section 4219(c)(5) 4245 of ERISA) with respect or has been determined to payments be in "endangered" or "critical" status within the meaning of Section 432 of the Code or Section 305 of ERISA and no Multiemployer Plan is reasonably expected to a Multiemployer Planbe in "endangered" or "critical" status."

Employee Benefit Plans. Except as could not reasonably be No ERISA Event has occurred or is expected to 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 Material Adverse Effect, (a) Borrower, contribution to or a benefit under each ERISA Plan. The liability 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 Controlled Group member with respect to each Employee Benefit PlanERISA 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): (a) the ERISA Plan and have performed all their obligations under each Employee Benefit Planany associated trust operationally comply with the applicable requirements of Code Section 401(a), (b) each Employee Benefit 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 is intended to qualify a retroactive amendment can be made within the “remedial amendment period” available under Code Section 401(a401(b) of (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely), (c) the Internal Revenue Code has ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service indicating stating that such Employee Benefit the ERISA Plan is so qualified qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, to if applicable, that any cash or deferred arrangement under the knowledge of Borrower, nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit ERISA Plan to lose its qualified status, (c) no liability to the PBGC (other than required premium paymentsqualifies under Code Section 401(k), unless the Internal Revenue Service, any Employee Benefit ERISA Plan or any trust established under Title IV of ERISA was first adopted at a time for which the above-described “remedial amendment period” has been or is expected to be incurred by Borrower, any of its Subsidiaries or any of their ERISA Affiliatesnot yet expired, (d) no the ERISA Event has occurred or is reasonably expected Plan currently satisfies the requirements of Code Section 410(b), without regard to occur any retroactive amendment that may be made within the above-described “remedial amendment period”, and (e) except no contribution made to the extent required ERISA Plan is subject to an excise tax under Code 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 value of the assets of such Pension 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 (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 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 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 Plan4972.

Employee Benefit Plans. Except as could with respect to any matters that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, (a) each of the Borrower, each of its the Subsidiaries and each of 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 have has performed all their its obligations under each Employee Benefit Plan, (b) each Employee Benefit Plan which that is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter (or opinion letter issued to a prototype type sponsor) from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, and nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status, (c) no liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any 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 Affiliates, (d) no ERISA Event has occurred or is reasonably expected to occur and (e) 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 the Borrower, any of its Subsidiaries 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 then-aggregate current aggregate value of the assets of such Pension Plan by more than $150,000,000. As and (d) 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 Subsidiaries and 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 ERISAERISA is zero. No liability to the PBGC (other than required premium payments), is not more than $150,000,000the 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 or their ERISA Affiliates. Except as could not No ERISA Event has occurred that would reasonably be expected to have a Material Adverse Effect, 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 “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan.

Employee Benefit Plans. Except In each case, except as could would not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect, (ai) Borrower, each of its the Credit Parties and the OZ 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, (bii) each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, and nothing has occurred subsequent to the issuance of such determination 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, (ciii) no liability to the PBGC (other than required premium paymentspayments due but not delinquent), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by Borrower, the Credit Parties or any of its the OZ Subsidiaries or any of their ERISA Affiliates, (div) no ERISA Event has occurred or is reasonably expected to occur and occur, (ev) 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, the Credit Parties or any of its the OZ Subsidiaries or any of their respective ERISA Affiliates. The , (vi) the present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by Borrower, any of its Subsidiaries Credit Party or OZ Subsidiary or any of their ERISA Affiliates 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-aggregate current aggregate value of the assets of such Pension Plan by more than $150,000,000. As Plan, and (vii) each of the most recent valuation date for each Multiemployer Plan for which Credit Parties and 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 (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 more than $150,000,000. Except as could not reasonably be expected to have a Material Adverse Effect, Borrower, each of its OZ Subsidiaries and each of their respective ERISA Affiliates have has complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are is not in “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) BorrowerHoldings, 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 each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, (b) each Plan in all material respects. Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the 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 BorrowerHoldings, nothing has occurred subsequent to the issuance of such determination letter which reasonably would be expected to cause such Employee Benefit Plan to lose its qualified status, (c) no . No liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or reasonably is expected to be incurred by BorrowerHoldings, any of its Subsidiaries or any of their ERISA Affiliates. Except as set forth in Schedule 4.19 (and except for changes in matters identified in Schedule 4.19 that are not, (d) individually or in the aggregate, material), no ERISA Event has occurred or is reasonably expected to occur occur. Except as set forth in Schedule 4.19, and (e) 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 BorrowerHoldings, any of its Subsidiaries or any of their respective ERISA Affiliates. The 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 BorrowerHoldings, any of its Subsidiaries or any of their ERISA Affiliates 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-aggregate current aggregate value of the assets of such Pension Plan by more than $150,000,000Plan. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of BorrowerNeither Holdings, its Subsidiaries and nor their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA)maintains, when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant contributes to Section 4221(e) of ERISA, or is not more than $150,000,000. Except as could not reasonably be expected required to have a Material Adverse Effect, Borrower, each of its Subsidiaries and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect contribute to each any Multiemployer Plan and are has not incurred any liability in “default” (as defined respect of any Multiemployer Plan that has not been satisfied in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Planfull.

Employee Benefit Plans. Except (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 have a Material Adverse Effect. No Reportable Event has occurred during the past five years as could to which Holdings, the Company, any of the Material 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 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, (a) 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, (b) each Employee Benefit Plan which is intended to qualify under Section 401(a) excess of the Internal Revenue Code has received a favorable determination letter from present value of all benefit liabilities of all underfunded Plans (based on those assumptions used to fund each such Plan) as of the Internal Revenue Service indicating that last annual valuation dates applicable thereto for which valuations are available, over the value of the assets of all such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, nothing has occurred subsequent to the issuance of such determination letter which under funded Plans would cause such Employee Benefit Plan to lose its qualified status, (c) no liability to the PBGC (other than required premium payments), the Internal Revenue Service, 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 Borrower, any of its Subsidiaries or any of their ERISA Affiliates, (d) 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, would reasonably be expected to result in a Material Adverse Effect. None of Holdings, the Company, the Material Subsidiaries and (e) 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 value of the assets of such Pension Plan by more than $150,000,000. As of the most recent valuation date for each has received any written notification that any 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 (in reorganization or has been terminated 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) Title IV of ERISA, or has knowledge that any Multiemployer Plan is not more than $150,000,000. Except as could not reasonably expected to be in reorganization or to be terminated, where such reorganization or termination has had or would reasonably be expected to have have, through increases in the contributions required to be made to such Plan or otherwise, a Material Adverse Effect, 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 “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan.

Employee Benefit Plans. Except 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 have a Material Adverse Effect. No Reportable Event has occurred during the past five years as to which the Borrower, any Subsidiary 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 have a Material Adverse Effect. As of the Restatement Date, the excess of the present value of all benefit liabilities under each Plan of the Borrower, the 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 could not reasonably be expected to have a Material Adverse Effect, (a) 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, (b) each Employee Benefit Plan which is intended to qualify under Section 401(a) excess of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status, (c) no liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any 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 Affiliates, (d) no ERISA Event has occurred or is reasonably expected to occur and (e) 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 all benefit liabilities under of all underfunded Plans (based on those assumptions used to fund each Pension Plan sponsored, maintained or contributed to by Borrower, any of its Subsidiaries or any of their ERISA Affiliates (determined such Plan) as of the end of last annual valuation dates applicable thereto for which valuations are 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 then-current aggregate value of the assets of all such Pension 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 (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 more than $150,000,000. Except as underfunded Plans could not reasonably be expected to have a Material Adverse Effect, Borrower, each of its Subsidiaries and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA . No event has occurred or circumstance exists with respect to each any Multiemployer Plan that could reasonably be expected to have a Material Adverse Effect. None of the Borrower, the Subsidiaries and are not the ERISA Affiliates has received any written notification that any Multiemployer Plan 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 , or has knowledge that any Multiemployer Plan is reasonably expected to payments 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 Plan or otherwise, a Multiemployer PlanMaterial Adverse Effect.

Employee Benefit Plans. Except in each case, as could would not reasonably be expected to have result in a Material Adverse Effect, (a) Borrower, each of its Subsidiaries and each of their respective no 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 Event has occurred or would reasonably be expected to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Planoccur, (b) each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status, (c) no liability to the PBGC (other than required premium payments), ) or the Internal Revenue ServiceService in respect of any Employee Benefit Plan, or to any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is would reasonably be expected to be incurred by Borrower, any of its Subsidiaries Borrower or any of their respective ERISA Affiliates, (d) no ERISA Event has occurred or is reasonably expected to occur and (ec) except the actuarial present value of all benefit liabilities under each Pension Plan (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 last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Pension Plan allocable to such accrued benefits. 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, Borrower or 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 value of the assets of such Pension Plan by more than $150,000,000. As of the most recent valuation date for each Multiemployer Plan for which the an actuarial report is available, the potential liability of Borrower, Borrower and 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 not more than $150,000,000. Except as could would not reasonably be expected to have result in a Material Adverse Effect, 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 “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse EffectHoldings, (a) Borrower, each of its Subsidiaries the Borrower and each of their respective ERISA Affiliates are other Restricted Subsidiary 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 each Employee Benefit Plan, and have has performed all their its obligations under each Employee Benefit Plan, (b) each Employee Benefit Plan which is intended except where such failure to qualify under Section 401(a) of comply or perform, individually or in the Internal Revenue Code has received aggregate, could not reasonably be expected to have a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status, (c) no Material Adverse Effect. No liability to the PBGC (other than required premium payments), the Internal Revenue Service, ) 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 of its Subsidiaries other Restricted Subsidiary or any of their respective ERISA Affiliates, (d) no except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No ERISA Event has occurred or is reasonably expected to occur and (e) except that, alone or together with any other ERISA Events that have occurred or are reasonably expected to the extent required under Section 4980B of the Internal Revenue Code or similar state lawsoccur, 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 Affiliatescould 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 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-aggregate current aggregate value of the assets of such Pension Plan by more than $150,000,000an 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, its the other Restricted 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 not more than $150,000,000. Except as could not reasonably be expected to have a Material Adverse Effect. Holdings, the Borrower, each of its Subsidiaries other Restricted Subsidiary and each of their respective ERISA Affiliates have has complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are is not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan, except where such failure to comply or such default, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) Borrower, each of Borrower and 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 each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, (b) each Plan in all material respects. Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, and nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status, (c) no . No liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by Borrower, Borrower or any of its Subsidiaries or any of their ERISA Affiliates, (d) no Restricted Subsidiaries. No ERISA Event has occurred or is reasonably expected to occur and (e) except 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 (through the purchase of insurance or otherwise) for any retired or former employee of Borrower, Borrower or any of its Subsidiaries or any of their respective ERISA AffiliatesRestricted Subsidiaries. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by Borrower, Borrower or 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 then-aggregate current aggregate value of the assets of such Pension Plan by more than $150,000,000Plan. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of Borrower, Borrower and its Restricted 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, ERISA is not more than $150,000,000zero. Except as could not reasonably be expected to have a Material Adverse Effect, Borrower, each of Borrower and 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.

Employee Benefit Plans. Except as could not reasonably Each contribution required to be expected made to have a Material Adverse EffectGuaranteed Pension Plan, (awhether required to be made to satisfy the minimum funding requirements or to avoid the incurrence of, the notice or lien provisions of §303(k) Borrowerof ERISA, 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 or otherwise, has been timely made. No minimum funding waiver has been requested with respect to each Employee Benefit any Guaranteed Pension Plan, and have performed all their obligations under each Employee Benefit Plan, (b) each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status, (c) no . No liability to the PBGC (other than required premium paymentsinsurance premiums, all of which have been paid) has been incurred by the Company or any ERISA Affiliate with respect to any Guaranteed Pension Plan and there has not been any ERISA 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 (which in each case occurred within fifteen (15) months of the date of the representation), and on the Internal Revenue Serviceactuarial methods and assumptions employed for that valuation, any Employee Benefit Plan or any 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 Affiliates, (d) no ERISA Event has occurred or is reasonably expected to occur and (e) 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 of all such Guaranteed Pension Plan sponsored, maintained or contributed to by Borrower, any Plans within the meaning of its Subsidiaries or any §4001 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 value of the assets of all such Guaranteed Pension Plan Plans by more than $150,000,000100,000,000, disregarding for this purpose the benefit liabilities and assets of any Guaranteed Pension Plan with assets in excess of benefit liabilities. As The administrator of the most recent valuation date 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 each Multiemployer 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 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 in “at risk” status (within the meaning of Section 4203 303 of ERISA) 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 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 incurred or is reasonably expected to 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 Company nor any ERISA Affiliate has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization (within the meaning of Section 4241 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 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 Affiliates have complied with insolvent (within the requirements meaning of Section 515 of ERISA with respect to each Multiemployer Plan and are not in “default” (as defined in Section 4219(c)(5) 4245 of ERISA) with respect or has been determined to payments be in “endangered” or “critical” status within the meaning of Section 432 of the Code or Section 305 of ERISA and no Multiemployer Plan is reasonably expected to a Multiemployer Planbe in “endangered” or” "critical’ status.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) BorrowerHoldings, 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, (b) each . Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, and nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status, (c) no . No liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by BorrowerHoldings, any of its Subsidiaries or any of their ERISA Affiliates, (d) no . No ERISA Event has occurred or is reasonably expected to occur and (e) except 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 (through the purchase of insurance or otherwise) for any retired or former employee of BorrowerHoldings, 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 BorrowerHoldings, 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-aggregate current aggregate value of the assets of such Pension Plan by more than $150,000,000Plan. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of BorrowerHoldings, 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, ERISA is not more than $150,000,000zero. Except as could not reasonably be expected to have a Material Adverse Effect, BorrowerHoldings, 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.

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 have a Material Adverse Effect, (a) 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, (b) each Employee Benefit Plan which is intended to qualify under Section 401(a) . Each of the Internal Revenue Code employee benefit plans listed, or required to be listed, on Schedule 4.14 has received a favorable determination letter from the Internal Revenue Service indicating that been operated and administered in accordance with applicable law, including without limitation ERISA, except for any such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, nothing has occurred subsequent to the issuance of such determination 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, (c) no liability to the PBGC (other than required premium payments), the Internal Revenue Serviceincur, 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 by Borrower, any of its Subsidiaries or any of their ERISA Affiliates, (d) no ERISA Event has occurred or listed on Schedule 4.14 that is reasonably expected to occur and (e) except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides a group 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 value of the assets of such Pension 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 (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(e5000(b)(1) of ERISAthe Code, is in compliance with the provisions of Section 4980B(f) of the Code, except for any such non-compliance which would not more than $150,000,000subject 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. Except as could There is not reasonably be expected any pending or, to have a Material Adverse Effect, the best knowledge of Borrower, each threatened claim by or on behalf 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” any employee benefit plan, by any employee covered under any such plan or otherwise involving any employee benefit plan (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Planother than routine non-contested claims for benefits).

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) BorrowerHoldings, 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 PlanPlan except for such violations which, (b) each individually or in the aggregate, could not reasonably be expected 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 a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status, (c) no qualified. No material liability to the PBGC (other than required premium payments), the Internal 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 BorrowerHoldings, any of its Subsidiaries or any of their ERISA Affiliates, (d) no . No ERISA Event has occurred or is reasonably expected to occur and (e) except 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 (through the purchase of insurance or otherwise) for any retired or former employee of BorrowerHoldings, 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 As of the most recent plan year on valuation date for any Pension Plan, the basis amount of the actuarial assumptions specified for funding purposes unfunded benefit liabilities (as defined in Section 4001(a)(18) of ERISA), individually or in the most recent actuarial valuation aggregate for all Pension Plans (excluding for purposes of such computation any Pension PlanPlans with respect to which assets exceed benefit liabilities), did does not exceed the then-current aggregate value of the assets of such Pension Plan by more than $150,000,0001,000,000. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of BorrowerHoldings, 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 does not more than exceed $150,000,0001,000,000. Except as could not reasonably be expected to have a Material Adverse Effect, BorrowerHoldings, 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.

Employee Benefit Plans. Except as could would not reasonably be expected to have result in a Material Adverse Effect, (a) BorrowerIssuer, each of 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, (b) each Plan in all respects. Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code either (i) is a 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 determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified qualified, and, to the knowledge of Borrowerin each such case, nothing has occurred subsequent to the issuance of such determination letter which that would cause such Employee Benefit Plan to lose its qualified status, (c) no . No liability to the PBGC (other than required premium payments), ) or the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA Service has been or is expected to be incurred by BorrowerIssuer, any of its Subsidiaries or any of their respective ERISA Affiliates, (d) no Affiliates with respect to any Employee Benefit Plan except as could not reasonably be expected to have a Material Adverse Effect. No ERISA Event has occurred or is reasonably expected to occur 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 (e) except 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 (through the purchase of insurance or otherwise) for any retired or former employee of BorrowerIssuer, 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-aggregate current aggregate fair market value of the assets of such Pension Plan by more than $150,000,000a material amount. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of BorrowerIssuer, its Subsidiaries and their respective ERISA Affiliates for a complete or partial withdrawal from such Multiemployer Plan (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, based on information available pursuant to Section 4221(e) of ERISA, is not more than $150,000,000. Except as an amount that could not reasonably be expected to have a Material Adverse Effect, Borrower, each exceed $2,000,000. The execution and delivery of its Subsidiaries this Agreement and each the issuance and sale of their ERISA Affiliates have complied with the requirements Notes hereunder will not involve any transaction that is subject to the prohibitions of Section 515 406 of ERISA or in connection with respect which a tax could be imposed pursuant to Section 4975(c)(1)(A)-(D) of the Internal Revenue Code. The representation by each Note Party to each Multiemployer Plan Holder in the preceding sentence is made in reliance upon and are not in “default” (as defined subject to the accuracy of such Holder’s representation in Section 4219(c)(5) 5.5 as to the sources of ERISA) with respect the funds used to payments pay the purchase price of the Notes to a Multiemployer Planbe purchased by such Holder.

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 have a Material Adverse Effect. The excess of the present value of all benefit liabilities under each Plan of Holdings, the 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 could not reasonably be expected to have a Material Adverse Effect, (a) 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, (b) each Employee Benefit Plan which is intended to qualify under Section 401(a) excess of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status, (c) no liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any 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 Affiliates, (d) no ERISA Event has occurred or is reasonably expected to occur and (e) 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 all benefit liabilities under of all underfunded Plans (based on those assumptions used to fund each Pension Plan sponsored, maintained or contributed to by Borrower, any of its Subsidiaries or any of their ERISA Affiliates (determined such Plan) as of the end of last annual valuation dates applicable thereto for which valuations are 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 then-current aggregate value of the assets of all such Pension 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 (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 more than $150,000,000. Except as underfunded Plans could not reasonably be expected to have a Material Adverse Effect. No ERISA Event has occurred or is reasonably expected to occur that, Borrowerwhen taken together with all other such ERISA Events which have occurred or for which liability is reasonably expected to occur, each could reasonably be expected to result in a Material Adverse Effect. None of its Holdings, the Restricted Subsidiaries and each of their the ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each has received any written notification that any Multiemployer Plan and are not 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 , or has knowledge that any Multiemployer Plan is reasonably expected to payments be in reorganization or to be terminated, where such reorganization or termination has had or could reasonably be expected to have a Multiemployer PlanMaterial Adverse Effect.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) Parent, Borrower, each of its their respective 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, (b) each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the 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 which would cause such Employee Benefit Plan to lose its qualified status, (c) no liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by Parent, Borrower, any of its their respective Subsidiaries or any of their ERISA Affiliates, (d) no ERISA Event has occurred or is reasonably expected to occur and (e) 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 its 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 its 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 value of the assets of such Pension Plan by more than $150,000,00070,000,000. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of Parent, Borrower, its their respective 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 not more than $150,000,00070,000,000. Except as could not reasonably be expected to have a Material Adverse Effect, Parent, Borrower, each of its their respective 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.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) BorrowerHoldings, 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, (b) each . Each Employee Benefit Plan which that is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, and nothing has occurred subsequent to the issuance of such determination letter which that would cause such Employee Benefit Plan to lose its qualified status, (c) no . No liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by BorrowerHoldings, any of its Subsidiaries or any of their ERISA Affiliates, (d) no . No ERISA Event has occurred or is reasonably expected to occur and (e) except 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 (through the purchase of insurance or otherwise) for any retired or former employee of BorrowerHoldings, 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 BorrowerHoldings, 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-aggregate current aggregate value of the assets of such Pension Plan by more than $150,000,000Plan. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of BorrowerHoldings, 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, ERISA is not more than $150,000,000zero. Except as could not reasonably be expected to have a Material Adverse Effect, BorrowerHoldings, 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.

Employee Benefit Plans. Except (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 have a Material Adverse Effect. No Reportable Event has occurred during the past five years as to which the Borrowers, Holdings, Intermediate Holdings, any Subsidiary 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 have a Material Adverse Effect. As of the Restatement Effective Date, the excess of the present value of all benefit liabilities under each Plan of the Borrowers, Holdings, Intermediate Holdings, the 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 could not reasonably be expected to have a Material Adverse Effect, (a) 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, (b) each Employee Benefit Plan which is intended to qualify under Section 401(a) excess of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status, (c) no liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any 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 Affiliates, (d) no ERISA Event has occurred or is reasonably expected to occur and (e) 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 all benefit liabilities under of all underfunded Plans (based on those assumptions used to fund each Pension Plan sponsored, maintained or contributed to by Borrower, any of its Subsidiaries or any of their ERISA Affiliates (determined such Plan) as of the end of last annual valuation dates applicable thereto for which valuations are 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 then-current aggregate value of the assets of all such Pension 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 (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 more than $150,000,000. Except as underfunded Plans could not reasonably be expected to have a Material Adverse Effect. None of the Borrowers, BorrowerHoldings, each of its Intermediate Holdings, the Subsidiaries and each of their the ERISA Affiliates has incurred or could reasonably be expected to incur any Withdrawal Liability that could reasonably be expected to have complied with a Material Adverse Effect. None of the requirements of Section 515 of Borrowers, Holdings, Intermediate Holdings, the Subsidiaries and the ERISA with respect to each Affiliates has received any written notification that any Multiemployer Plan and are not 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 , or has knowledge that any Multiemployer Plan is reasonably expected to payments 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 Plan or otherwise, a Multiemployer PlanMaterial Adverse Effect.

Employee Benefit Plans. Except as could not reasonably be expected (either individually or in the aggregate) to have a Material Adverse Effectresult in liability to the Credit Parties in excess of $2,500,000 at any time, (a) 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, and have performed all their obligations under each Employee Benefit Plan, (b) each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, and nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status, (c) no liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any 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 Affiliates, (d) no ERISA Event has occurred or is reasonably expected to occur and occur, (e) 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. The , (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 then-aggregate current aggregate value of the assets of such Pension Plan by more than $150,000,000. As Plan, (g) 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 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(eis zero, and (h) of ERISA, is not more than $150,000,000. Except as could not reasonably be expected to have a Material Adverse Effect, each Borrower, each of its Restricted Subsidiaries and each of their ERISA Affiliates 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.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) Borrower, each of its Subsidiaries The Borrower and each of their respective ERISA Affiliates are Restricted Subsidiary 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 each Employee Benefit Plan, and have has performed all their its obligations under each Employee Benefit Plan, (b) each Employee Benefit Plan which is intended except where such failure to qualify under Section 401(a) of comply or perform, individually or in the Internal Revenue Code has received aggregate, could not reasonably be expected to have a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status, (c) no Material Adverse Effect. No liability to the PBGC (other than required premium payments), the Internal Revenue Service, ) 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 of its Subsidiaries Restricted Subsidiary or any of their respective ERISA Affiliates, (d) no except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No ERISA Event has occurred or is reasonably expected to occur and (e) except that, alone or together with any other ERISA Events that have occurred or are reasonably expected to the extent required under Section 4980B of the Internal Revenue Code or similar state lawsoccur, 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 Affiliatescould 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 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-aggregate current aggregate value of the assets of such Pension Plan by more than $150,000,000an 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, its the Restricted 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 not more than $150,000,000. Except as could not reasonably be expected to have a Material Adverse Effect, . The Borrower, each of its Subsidiaries Restricted Subsidiary and each of their respective ERISA Affiliates have has complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are is not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan, except where such failure to comply or such default, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) BorrowerParent, each of its Subsidiaries and each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of applicable law, including, without limitation, 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, ; (b) each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified andqualified, to the knowledge and each trust forming a part of Borrower, nothing has occurred subsequent to the issuance of such determination letter which would cause any such Employee Benefit Plan that is intended to lose its qualified status, qualify for exemption from taxation under Section 501(a) of the Internal Revenue Code is so exempt; (c) no liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by BorrowerParent, any of its Subsidiaries or any of their ERISA Affiliates, ; (d) no ERISA Event has occurred or is reasonably expected to occur and occur; (e) 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 BorrowerParent, any of its Subsidiaries or any of their respective ERISA Affiliates. The ; (f) the present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by BorrowerParent, 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-aggregate current aggregate value of the assets of such Pension Plan by more than $150,000,000. As Plan; (g) as of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of BorrowerParent, 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, ERISA is not more than $150,000,000. Except as could not reasonably be expected to have a Material Adverse Effect, Borrowerzero; 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.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) BorrowerHoldings, 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 in all material respects with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, (b) each . Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, and nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status, (c) no . No material liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by BorrowerHoldings, any of its Subsidiaries or any of their ERISA Affiliates, (d) no . No ERISA Event has occurred or is reasonably expected to occur and (e) except 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 (through the purchase of insurance or otherwise) for any retired or former employee of BorrowerHoldings, 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 BorrowerHoldings, 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-aggregate current aggregate value of the assets of such Pension Plan by more than $150,000,000Plan. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of BorrowerHoldings, 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, ERISA is not more than $150,000,000zero. Except as could not reasonably be expected to have a Material Adverse Effect, BorrowerHoldings, 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.

Employee Benefit Plans. Except as could not reasonably be No ERISA Event has occurred or is expected to 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 Material Adverse Effect, (a) Borrower, contribution to or a benefit under each ERISA Plan. The liability 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 Controlled Group member with respect to each Employee Benefit 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): (a) the ERISA Plan and have performed all their obligations under each Employee Benefit Planany associated trust operationally comply with the applicable requirements of Code Section 401(a), (b) each Employee Benefit 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 is intended to qualify a retroactive amendment can be made within the “remedial amendment period” available under Code Section 401(a401(b) of (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely), (c) the Internal Revenue Code has ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service indicating stating that such Employee Benefit the ERISA Plan is so qualified qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, to if applicable, that any cash or deferred arrangement under the knowledge of Borrower, nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit ERISA Plan to lose its qualified status, (c) no liability to the PBGC (other than required premium paymentsqualifies under Code Section 401(k), unless the Internal Revenue Service, any Employee Benefit ERISA Plan or any trust established under Title IV of ERISA was first adopted at a time for which the above-described “remedial amendment period” has been or is expected to be incurred by Borrower, any of its Subsidiaries or any of their ERISA Affiliatesnot yet expired, (d) no the ERISA Event has occurred or is reasonably expected Plan currently satisfies the requirements of Code Section 410(b), without regard to occur 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 required under Section 4980B 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 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(as determined in accordance with Statement of Accounting Standards No. 87, maintained or contributed “Employers’ Accounting for Pensions”, as applicable 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 Nordson from time to time) does not exceed the then-current aggregate fair market value of the assets of such Pension 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 (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 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 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 Planassets.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) Borrower, Holdings and 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 each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, (b) each . Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, and nothing has occurred subsequent to the issuance of such determination letter which has caused or would reasonably be expected to cause such Employee Benefit Plan to lose its qualified status, (c) no . No liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA ) has been or is expected to be incurred by BorrowerHoldings, any of its Subsidiaries or any of their ERISA AffiliatesAffiliates with respect to 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 Section 4975 of the Internal Revenue Code. Except as set forth on Schedule 4.20, (d) no ERISA Event has occurred or is reasonably expected to occur occur. Except as set forth on Schedule 4.20, and (e) 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 (through the purchase of insurance or otherwise) for any retired or former employee of BorrowerHoldings, 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 BorrowerHoldings, 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-aggregate current aggregate value of the assets of such Pension Plan by more than $150,000,000Plan. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of BorrowerHoldings, its Subsidiaries and their respective ERISA Affiliates for a complete or partial withdrawal from such Multiemployer Plan (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, based on information available pursuant to Section 4221(e) of ERISA, is not more than $150,000,000zero. Except as could not reasonably be expected to have a Material Adverse Effectset forth on Schedule 4.20, BorrowerHoldings, 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.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) The Borrower, each of its Subsidiaries Restricted Subsidiary and each of their respective ERISA Affiliates are 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 each Employee Benefit Plan, and have has performed all their its obligations under each Employee Benefit Plan, (b) each except where such failure to comply or perform, individually or in the aggregate, would not reasonably be expected 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 a favorable determination letter or opinion letter from the Internal Revenue Service IRS indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, 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, (c) no . No liability to the PBGC (other than required premium payments), the Internal Revenue ServiceIRS, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by the Borrower, any of its Subsidiaries Restricted Subsidiary or any of their respective ERISA Affiliates, (d) no except as would not, individually or in the 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 and (e) 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 (through the purchase of insurance or otherwise) for any retired or former employee of the Borrower, any of its Subsidiaries 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 of its Subsidiaries 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 Planof Accounting Standards Codification Topic 715), did not exceed the then-aggregate current aggregate value of the assets of such Pension Plan by more than $150,000,000Plan. 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 the Restricted 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, ERISA is not more than $150,000,000zero. Except as could not reasonably be expected to have a Material Adverse Effect, The Borrower, each of its Subsidiaries Restricted Subsidiary and each of their respective ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are is not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan. None of the Borrower or any of its Subsidiaries is an entity deemed to hold “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA).

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) Borrower, each of its Subsidiaries The Borrower and each of their respective ERISA Affiliates are Restricted Subsidiary 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 each Employee Benefit Plan, and have has performed all their its obligations under each Employee Benefit Plan, (b) each Employee Benefit Plan which is intended except where such failure to qualify under Section 401(a) of comply or perform, individually or in the Internal Revenue Code has received aggregate, could not reasonably be expected to have a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status, (c) no Material Adverse Effect. No liability to the PBGC (other than required premium payments), the Internal Revenue Service, ) 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 of its Subsidiaries Restricted Subsidiary or any of their respective ERISA Affiliates, (d) no except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No ERISA Event has occurred or is reasonably expected to occur and (e) except that, alone or together with any other ERISA Events that have occurred or are reasonably expected to the extent required under Section 4980B of the Internal Revenue Code or similar state lawsoccur, 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 Affiliatescould 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 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-aggregate current aggregate value of the assets of such Pension Plan by more than $150,000,000an 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, its the Restricted 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 not more than $150,000,000. Except as could not reasonably be expected to have a Material Adverse Effect, . The Borrower, each of its Subsidiaries Restricted Subsidiary and each of their respective ERISA Affiliates have has complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are is not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan, except where such failure to comply or such default, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) BorrowerEach Loan Party, each of its Subsidiaries ERISA Affiliate and each of their respective ERISA Affiliates are Employee Benefit Plan is in compliance compliance, and will continue to remain in compliance, in all material respects with all applicable provisions of ERISA, the IRC and requirements of ERISA and the Internal Revenue Code all other applicable laws and the regulations and published interpretations thereunder 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 have performed all their obligations under each Employee Benefit Plan, (b) each Plan when due. No Loan Party or ERISA Affiliate shall establish any new Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such or amend any existing Employee Benefit Plan is so qualified and, to if the knowledge 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 Borrower, nothing Section 406 of ERISA or Section 4975 of the IRC) has occurred subsequent with respect to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status, (c) no liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established under (other than a Multiemployer Plan) subject to Part 4 of Subtitle B of Title IV I of ERISA has been or is expected which could result in material liabilities to be incurred by Borrower, any of its Subsidiaries or any of their ERISA Affiliates, (d) no ERISA 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 and (e) except to the extent required under Section 4980B of the Internal Revenue Code or similar state lawsthat could result in any such Termination Event. Except as set forth in Schedule 4.11, no Employee Benefit Plan provides health has incurred any "accumulated funding deficiency" (within the meaning of Section 302 of ERISA or welfare benefits Section 412 of the IRC), whether or not waived. No Pension Benefit Plan has incurred any "accumulated funding deficiency" (through within the purchase meaning of insurance Section 302 of ERISA or otherwise) for any retired Section 412 of the IRC), whether or former employee of Borrower, any of its Subsidiaries or any of their respective ERISA Affiliatesnot waived. The present value aggregate "projected benefit obligations" (within the meaning of the aggregate benefit liabilities Statement of Financial Accounting Standards 87) under each all Pension Plan sponsored, maintained or contributed to by Borrower, any of its Subsidiaries or any of their ERISA Affiliates Benefit Plans (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 other than Multiemployer Plans) do not exceed the then-current aggregate fair market value of the assets of such Pension Plan Benefit Plans by more than $150,000,000. As 250,000, in each case as of the most recent latest actuarial valuation date for each Multiemployer Plan such Pension Benefit Plans (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 which the actuarial report 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 available, the potential reasonably expected to incur any material withdrawal liability of Borrower, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning given such term under Part I of Section 4203 Subtitle E of Title IV of ERISA)) to any Multiemployer Plan. No Loan Party or any ERISA Affiliate has received any notification that any Multiemployer Plan is in reorganization or has been terminated, when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) partitioned or reorganized within the meaning of Title IV of ERISA, and, to the best of each Loan Party's knowledge, no Multiemployer Plan is not more than $150,000,000. Except as could not reasonably be expected to have a Material Adverse Effectbe in reorganization or to be terminated, Borrower, each partitioned or reorganized within the meaning 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) Title IV of ERISA) with respect to payments to a Multiemployer Plan.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) Borrower, NewPageHoldCo and each of its Subsidiaries and each of their respective ERISA Affiliates are in substantial 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, (b) each Plan in all material respects. Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service or NewPageHoldCo or its Subsidiaries shall submit an application to the Internal Revenue Service to receive such a letter, indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, and nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status, (c) no . No liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by BorrowerNewPageHoldCo, any of its Subsidiaries or any of their ERISA Affiliates, (d) no . No ERISA Event has occurred or is reasonably expected to occur and (e) except occur. Except to the extent required under Section 4980B of the Internal Revenue Code or similar state lawslaws and except 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 BorrowerNewPageHoldCo, 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 BorrowerNewPageHoldCo, any of its Subsidiaries or any of their ERISA Affiliates 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-aggregate current aggregate value of the assets of such Pension Plan by more than $150,000,000in an amount that would reasonably be expected to have a Material Adverse Effect. As of the most recent valuation date for each Multiemployer Plan occurring on or prior to the date hereof for which the actuarial report is available, the potential liability of BorrowerNewPageHoldCo, 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 upon request pursuant to Section 4221(e) of ERISA, ERISA is not more than $150,000,000zero. Except as could not reasonably be expected to have a Material Adverse Effect, BorrowerNewPageHoldCo, 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.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) Borrower, each Graystone has previously made available to Tower true and complete copies of its Subsidiaries and each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements employee pension benefit plans which Graystone or Graystone Bank currently maintains within the meaning of ERISA Section 3(2), profit sharing plans, stock purchase plans, deferred compensation and the Internal Revenue Code supplemental income plans, supplemental executive retirement plans, employment agreements, annual or long term incentive plans, severance plans, policies and the regulations and published interpretations thereunder with respect to each Employee Benefit Planagreements, group insurance plans, and have performed all their obligations other employee welfare benefit plans within the meaning of ERISA Section 3(1) (including vacation pay, sick leave, short-term disability, long-term disability, and medical plans) and all other employee benefit plans, policies, agreements and arrangements, all of which are set forth in the Graystone Disclosure Schedule, maintained or contributed to for the benefit of the employees or former employees (including retired employees) and any beneficiaries thereof or directors or former directors of Graystone or any Graystone Subsidiary (the “Graystone Benefit Plans”), together with (i) the most recent actuarial (if any) and financial reports relating to those plans which constitute “qualified plans” under each Employee Benefit PlanIRC Section 401(a), (bii) each Employee Benefit Plan the most recent annual reports relating to such plans filed by them, respectively, with any government agency, and (iii) all rulings and determination letters which is intended pertain to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that any such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status, (c) no liability to the PBGC (other than required premium payments), the Internal Revenue Serviceplans. Neither Graystone, any Employee Benefit Plan Graystone Subsidiary nor any pension plan maintained by Graystone or any trust established Graystone Subsidiary, has incurred, directly or indirectly, within the past six (6) years any liability under Title IV of ERISA has been or is expected to be incurred by Borrower, any of its Subsidiaries or any of their ERISA Affiliates, (d) no ERISA Event has occurred or is reasonably expected to occur and (e) except including to the extent required Pension Benefit Guaranty Corporation) or to the IRS with respect to any pension plan qualified under IRC Section 4980B 401(a) which liability has resulted in or will result in a Material Adverse Effect with respect to Graystone, except liabilities to the Pension Benefit Guaranty Corporation pursuant to ERISA Section 4007, all of which have been fully paid, nor has any reportable event under ERISA Section 4043 occurred with respect to any such pension plan. With respect to each of such plans that is subject to Title IV of ERISA, 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 accrued benefits under each Pension Plan sponsoredsuch plan, 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 based upon the actuarial assumptions specified used for funding purposes in the plan’s most recent actuarial report did not, as of its latest valuation for such Pension Plan)date, did not exceed the then-then current aggregate value of the assets of such Pension Plan by more than $150,000,000plan allocable to such accrued benefits. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report Neither Graystone nor any Graystone Subsidiary has incurred or is available, the potential subject to any liability of Borrower, its Subsidiaries and their respective under ERISA Affiliates Section 4201 for a complete or partial withdrawal from such Multiemployer Plan (a multi-employer plan. All “employee benefit plans,” as defined in ERISA Section 3(3), comply and within the meaning past six (6) years have complied in all material respects with (i) relevant provisions of ERISA and (ii) in the case of plans intended to qualify for favorable income tax treatment, provisions of the IRC relevant to such treatment. To the Knowledge of Graystone, no prohibited transaction (which shall mean any transaction prohibited by ERISA Section 4203 406 and not exempt under ERISA Section 408 or any transaction prohibited under IRC Section 4975) has occurred within the past six (6) years with respect to any employee benefit plan maintained by Graystone or any Graystone Subsidiary which would result in the imposition, directly or indirectly, of ERISA)an excise tax under IRC Section 4975 or other penalty under ERISA or the IRC, when aggregated with such potential liability for a complete withdrawal from all Multiemployer Planswhich, based on information available pursuant to Section 4221(e) of ERISAindividually or in the aggregate, is not more than $150,000,000. Except as could not reasonably be expected to have has resulted in or will result in a Material Adverse Effect, Borrower, each of its Subsidiaries and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA Effect with respect to each Multiemployer Plan Graystone. Graystone and the Graystone Subsidiaries provide continuation coverage under group health plans for separating employees and “qualified beneficiaries” in accordance with the provisions of IRC Section 4980B(f). Such group health plans are not in “default” (as defined in compliance with Section 4219(c)(51862(b)(1) of ERISA) with respect to payments to a Multiemployer Planthe Social Security Act. Neither Graystone nor any Graystone Subsidiary is aware of any existing or contemplated audit of any of its employee benefit plans by the IRS or U.S. Department of Labor.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) BorrowerHoldings, 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, (b) each Plan except for instances of noncompliance that could not reasonably be expected 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 a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, and nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status, (c) no status and reasonably be expected to have a Material Adverse Effect. No liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan (other than contributions in the ordinary course) or any trust established under Title IV of ERISA has been or is expected to be incurred by BorrowerHoldings, any of its Subsidiaries or any of their ERISA Affiliates, (d) no Affiliates except for liabilities that could not reasonably be expected to have a Material Adverse Effect. No ERISA Event has occurred or is reasonably expected to occur and (e) except 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 (through the purchase of insurance or otherwise) for any retired or former employee of BorrowerHoldings, any of its Subsidiaries or any of their respective ERISA AffiliatesAffiliates 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 BorrowerHoldings, any of its Subsidiaries or any of their ERISA Affiliates 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-aggregate current aggregate value of the assets of such Pension Plan by more than $150,000,000except 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 BorrowerHoldings, 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, ERISA is not more than $150,000,000. Except as zero except when such liability could not reasonably be expected to have a Material Adverse Effect, Borrower. 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, except for instances of default that could not reasonably be expected to have a Material Adverse Effect.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse EffectEach of Holdings, (a) Borrower, each of its Subsidiaries the Borrower and each of their respective the ERISA Affiliates are is in compliance with all the applicable provisions and requirements of ERISA and the Internal Revenue provisions of the Code relating to ERISA 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, (b) each Employee Benefit Plan any similar applicable non-U.S. law except for such noncompliance which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status, (c) no liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is could not reasonably be expected to be incurred by Borrower, any of its Subsidiaries or any of their ERISA Affiliates, (d) no ERISA 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 occur and (e) except to the extent required under Section 4980B result in a Material Adverse Effect. As of the Internal Revenue Code or similar state lawsClosing Date, 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 all benefit liabilities under each Pension Plan sponsoredof Holdings, maintained or contributed to by Borrower, any of its Subsidiaries or any of their the Borrower and the ERISA Affiliates (determined on a termination basis and based on those assumptions used to fund such Plan) did not, as of the end of last annual valuation date applicable thereto for which a valuation is available, exceed by more than $20,000,000 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 value of the assets of such Pension Plan 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 $150,000,000. As 20,000,000 the value of the most recent valuation date for each 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 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 (in reorganization or has been terminated 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) Title IV of ERISA, and no Multiemployer Plan is not more than $150,000,000. Except as reasonably expected to be in reorganization or to be terminated, where such reorganization or termination has resulted or could not reasonably be expected to have result, through increases in the contributions required to be made to such Plan or otherwise, in a Material Adverse Effect, 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 “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) Borrower, The Borrower and 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 Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, (b) each except such non-compliances that, either individually or in the aggregate, has not had, or could not reasonably be expected 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 a favorable determination letter from the Internal Revenue Service covering all tax law changes prior to the Economic Growth and Tax Relief Reconciliation Act of 2001 or is comprised of a master or prototype plan that has received a favorable opinion letter from the IRS indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, and nothing has occurred subsequent to the issuance of such determination letter which would reasonably be expected to cause such Employee Benefit Plan to lose its qualified status, (c) no except such non-compliances that, either individually or in the aggregate, has not had, or could not reasonably be expected to have, a Material Adverse Effect. No liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan (other than the payment of benefits in the ordinary course) or any trust established under Title IV of ERISA has been or is expected to be incurred by the Borrower, any of its Restricted Subsidiaries or any of their respective ERISA Affiliates, (d) no except such liabilities that, individually or in the aggregate, as could not reasonably be expected to have a Material Adverse Effect. No ERISA Event has occurred or is reasonably expected to occur and occur, except such ERISA Events (eindividually or in the aggregate) except as could not 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 lawslaws or as set forth on Schedule 4.19, 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. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained except such non-compliances that, either individually 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)aggregate, did has not exceed the then-current aggregate value of the assets of such Pension Plan by more than $150,000,000. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is availablehad, the potential liability of Borrower, 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 not more than $150,000,000. Except as or could not reasonably be expected to have have, a Material Adverse Effect, . The Borrower, 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 “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan, except for any such non-compliances or “defaults” as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) 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 each Employee Benefit Plan, and have performed in all material respects all their obligations under each Employee Benefit Plan, (b) each . Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, and nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status, (c) no . No material liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any 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 Affiliates, (d) no . No ERISA Event has occurred or is reasonably expected to occur and (e) except 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 (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 materially exceed the then-aggregate current aggregate value of the assets of such Pension Plan by more than $150,000,000Plan. 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 (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, ERISA is not materially more than $150,000,000zero. Except as could not reasonably be expected to have a Material Adverse Effect, 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.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) BorrowerHoldings, 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 each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, except (bwith respect to any matter specified in the preceding clause, either individually or in the aggregate) each such as is not 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 a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, and nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status, (c) no . No liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by BorrowerHoldings, any of its Subsidiaries or any of their ERISA Affiliates, (d) no . No ERISA Event has occurred or is reasonably expected to occur and (e) except 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 (through the purchase of insurance or otherwise) for any retired or former employee of BorrowerHoldings, 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 BorrowerHoldings, 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-aggregate current aggregate value of the assets of such Pension Plan by more than $150,000,000Plan. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of BorrowerHoldings, 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, ERISA is not more than $150,000,000zero. Except as could not reasonably be expected to have a Material Adverse Effect, BorrowerHoldings, 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.

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 set forth on the Employee BenefitBenefits ScheduleSchedules Fund neither maintainmaintains nor has entered into any Benefit Plan 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 action thereafter. To the extent such lawlaws or regulationsregulation are applicable thereto of such plan that is an employee pension benefit plan within the meaning of Section 32 of ERISA that is intended to be expected qualified plan under Section 401a of the Code has been amended to have a Material Adverse Effect, (a) Borrower, each of its Subsidiaries comply in all material respectsrespect with current law as required 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 such plan either has obtained favorable determination letter with respect to each Employee 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 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 be paid to participantsparticipant in such Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, (b) each Employee Benefit Plan which . There is intended no pending litigation or to qualify under Section 401(a) the best knowledge of Fund overtly threatened litigation or pending claim other than benefit claimsclaim made in the ordinary course by Or on behalf of or against any of the Internal Revenue Code 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 received a favorable determination letter from the Internal Revenue Service indicating that been in compliance in all material respectrespects with and each such Employee Benefit Plan is so qualified and, 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 under ERISA the Code or any other applicable law. Fund is current in transferring to the appropriate custodianscustodian of 403b plansplan any amountsamount withheld from employeesemployee pay or 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 be deemed single employer with the meaning of 4001 of ERISA has incurred nor to the best knowledge of Borrower, nothing has occurred subsequent Fund is reasonably likely to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status, (c) no Section incur any liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by Borrower, in connection with any of its Subsidiaries or any of their ERISA Affiliates, (d) no ERISA Event has occurred or is reasonably expected to occur and (e) except plan subject to the extent required under Section 4980B provisionsprovision of the Internal Revenue Code Title IV of ERISA now 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, heretofore maintained or contributed to by Borrower, 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 its Subsidiaries or any 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 their ERISA Affiliates (determined as and the Code have been satisfied in all material respectsrespect with respect to each of the end of the most recent Benefit Plans. Neither Fund nor any ERISA Affiliate is required to contribute to an employee benefit 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 value of the assets of such Pension Plan by more than $150,000,000. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report that is available, the potential liability of Borrower, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (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 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 Affiliates have complied with the requirements of Section 515 33 of ERISA with respect to each Multiemployer Plan and are not in “default” (nor has been so required during the five-year period ending on the Closing Date. Neither Fund nor any member of 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 any Benefit Plan that would result directly or indirectly in the imposition of any excise tax under Section 4975 of the Code nor has any reportable event under Section 4043 of ERISA occurred with respect to a Multiemployer any Benefit Plan.

Employee Benefit Plans. Except as could is not reasonably be expected likely to have a Material Adverse Effect, : (a) 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, ; (b) each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, and nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status, ; (c) no liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any 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 Affiliates, ; (d) no ERISA Event has occurred or is reasonably expected likely to occur occur; and (e) except 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 then-aggregate current aggregate value of the assets of such Pension Plan by more than $150,000,000Plan. 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 (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, 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 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.zero

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) BorrowerLux 1, 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, (b) each except for non-compliance which could not reasonably be expected 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 so qualifies, except for non-compliance which could not reasonably be expected to have a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status, Material Adverse Effect. No (ci) no liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan Service or any trust established under Title IV of ERISA has been or (ii) any Lien is outstanding or is reasonably expected to be incurred by BorrowerLux 1, any of its Subsidiaries or any of their ERISA Affiliates, (d) no Affiliates in connection with any Pension Plan. No ERISA Event has occurred or is reasonably expected to occur and (e) except occur. Except as set forth on Schedule 4.20 or 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 BorrowerLux 1, any of its Subsidiaries or any of their respective ERISA Affiliates. The present value None of the aggregate benefit liabilities under each Pension Plan Plans sponsored, maintained or contributed to by BorrowerLux 1, any and of its Subsidiaries or any of their respective ERISA Affiliates is in “at risk” status (determined as defined in Section 430 of the end Internal Revenue Code or Section 303 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 PlanERISA), did not exceed the then-current aggregate value of the assets of such Pension 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 BorrowerLux 1, 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 not more than $150,000,000. Except as ERISA could not reasonably be expected to have a Material Adverse Effect, Borrower. Lux 1, 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, except for non-compliance which could not reasonably be expected to have a Material Adverse Effect.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) BorrowerCompany, 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 have a Material Adverse Effect, and have performed all their obligations under each Employee Benefit Plan, (b) each . Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, and nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status, (c) no . No liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by BorrowerCompany, any of its Subsidiaries or any of their ERISA Affiliates, (d) no . No ERISA Event has occurred or is reasonably expected to occur and (e) except 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 (through the purchase of insurance or otherwise) for any retired or former employee of BorrowerCompany, 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 BorrowerCompany, 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-aggregate current aggregate value of the assets of such Pension Plan by more than $150,000,000Plan. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of BorrowerCompany, 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, ERISA is not more than $150,000,000zero. Except as could not reasonably be expected to have a Material Adverse Effect, BorrowerCompany, 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.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse EffectThe GP, (a) the Borrower, each of its Subsidiaries Subsidiary and each of their respective ERISA Affiliates are 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 each Employee Benefit Plan, and have has performed all their its obligations under each Employee Benefit Plan, (b) each except where such failure to comply or perform, individually or in the aggregate, could not reasonably be expected to result in material liability to the GP, the Borrower, any Subsidiary or any of their respective ERISA Affiliates. Each Employee Benefit Plan which that is intended to qualify under Section 401(a) of the Internal Revenue Code has received received, requested or may still timely request a favorable determination determination, advisory or opinion letter from the Internal Revenue Service IRS indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, and nothing has occurred subsequent to the issuance of any such determination determination, advisory or opinion letter which would that could reasonably be expected to cause such Employee Benefit Plan to lose its qualified status; and, (cin the case of an Employee Benefit Plan that is intended to qualify under Section 401(a) no of the Internal Revenue Code but has not yet obtained such letter, the Borrower reasonably believes that such a favorable determination, advisory or opinion letter from the IRS will be timely received. No material liability to the PBGC (other than required premium payments), ) or the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA IRS has been or is expected to be incurred by the GP, the Borrower, any of its Subsidiaries Subsidiary or any of their respective ERISA Affiliates, (d) no Affiliates with respect to an Employee Benefit Plan. No ERISA Event has occurred or is reasonably expected to occur and (e) except that, alone or together with any other ERISA Events that have occurred or are reasonably expected to occur, 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 lawslaws or as set forth on Schedule 4.18, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of the GP, the Borrower, any of its Subsidiaries 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 GP, the Borrower, any of its Subsidiaries 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 then-current aggregate value of the assets of such Pension Plan by more than $150,000,000an amount that could, individually or in the aggregate, 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 estimated liability of the GP, the Borrower, its the 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) 101 of ERISAERISA does not exceed $20,000,000. The GP, is not more than $150,000,000. Except as could not reasonably be expected to have a Material Adverse Effect, the Borrower, each of its Subsidiaries Subsidiary and each of their respective ERISA Affiliates have has complied in all material respects with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are is not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) BorrowerHoldings, each of its Subsidiaries Subsidiary and each of their respective ERISA Affiliates are 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 each Employee Benefit Plan, and have has performed all their its obligations under each Employee Benefit Plan, (b) each except where such failure to comply or perform, individually or in the aggregate, would not reasonably be expected 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 a favorable determination letter or opinion letter from the Internal Revenue Service IRS indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, 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, (c) no . No liability to the PBGC (other than required premium payments), the Internal Revenue ServiceIRS, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by BorrowerHoldings, any of its Subsidiaries Subsidiary or any of their respective ERISA Affiliates, (d) no except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No ERISA Event has occurred or is reasonably expected to occur and (e) 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, and except as would not, individually or in the 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 any retired or former employee of BorrowerHoldings, any of its Subsidiaries 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 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 value of the assets of such Pension 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 (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 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 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.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) BorrowerCompany, 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, and have performed in all material respects all their obligations under each Employee Benefit Plan, (b) each . Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination or opinion letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, and nothing has occurred subsequent to the issuance of such determination or opinion letter which would cause such Employee Benefit Plan to lose its qualified status, (c) no . No liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by BorrowerCompany, any of its Subsidiaries or any of their ERISA Affiliates, (d) no . No ERISA Event has occurred or is reasonably expected to occur and (e) except 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 (through the purchase of insurance or otherwise) for any retired or former employee of BorrowerCompany, 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 BorrowerCompany, 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-aggregate current aggregate value of the assets of such Pension Plan by more than $150,000,000Plan. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of BorrowerCompany, 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, ERISA is not more than $150,000,000zero. Except as could not reasonably be expected to have a Material Adverse Effect, BorrowerCompany, 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.

Employee Benefit Plans. Except (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 have a Material Adverse Effect. No Reportable Event has occurred during the past five years as to which the Borrowers, Holdings, Intermediate Holdings, any Subsidiary 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 have a Material Adverse Effect. As of the Closing Date, the excess of the present value of all benefit liabilities under each Plan of the Borrowers, Holdings, Intermediate Holdings, the 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 could not reasonably be expected to have a Material Adverse Effect, (a) 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, (b) each Employee Benefit Plan which is intended to qualify under Section 401(a) excess of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status, (c) no liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any 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 Affiliates, (d) no ERISA Event has occurred or is reasonably expected to occur and (e) 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 all benefit liabilities under of all underfunded Plans (based on those assumptions used to fund each Pension Plan sponsored, maintained or contributed to by Borrower, any of its Subsidiaries or any of their ERISA Affiliates (determined such Plan) as of the end of last annual valuation dates applicable thereto for which valuations are 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 then-current aggregate value of the assets of all such Pension 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 (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 more than $150,000,000. Except as underfunded Plans could not reasonably be expected to have a Material Adverse Effect. None of the Borrowers, BorrowerHoldings, each of its Intermediate Holdings, the Subsidiaries and each of their the ERISA Affiliates has incurred or could reasonably be expected to incur any Withdrawal Liability that could reasonably be expected to have complied with a Material Adverse Effect. None of the requirements of Section 515 of Borrowers, Holdings, Intermediate Holdings, the Subsidiaries and the ERISA with respect to each Affiliates has received any written notification that any Multiemployer Plan and are not 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 , or has knowledge that any Multiemployer Plan is reasonably expected to payments 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 Plan or otherwise, a Multiemployer PlanMaterial Adverse Effect.

Employee Benefit Plans. Except In each case, except as could would not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect, (ai) Borrower, each of its the Credit Parties and the Sculptor 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, (bii) each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, and nothing has occurred subsequent to the issuance of such determination 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, (ciii) no liability to the PBGC (other than required premium paymentspayments due but not delinquent), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by Borrower, the Credit Parties or any of its the Sculptor Subsidiaries or any of their ERISA Affiliates, (div) no ERISA Event has occurred or is reasonably expected to occur and occur, (ev) 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, the Credit Parties or any of its the Sculptor Subsidiaries or any of their respective ERISA Affiliates. The , (vi) the present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by Borrower, any of its Subsidiaries Credit Party or Sculptor Subsidiary or any of their ERISA Affiliates 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-aggregate current aggregate value of the assets of such Pension Plan by more than $150,000,000. As Plan, and (vii) each of the most recent valuation date for each Multiemployer Plan for which Credit Parties or any of 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 (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 more than $150,000,000. Except as could not reasonably be expected to have a Material Adverse Effect, Borrower, each of its Sculptor Subsidiaries and each of their respective ERISA Affiliates have has complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are is not in “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse EffectAll employee benefits plans and other benefit programs, (a) Borrower, each policies and arrangements covering employees of Kimco and its Subsidiaries (the "Kimco Benefit Plans") are listed in the Kimco Disclosure Letter. True and each complete copies of their respective ERISA Affiliates are the Kimco Benefit Plans have been made available to Price REIT. To the extent applicable, the Kimco Benefit Plans comply, in compliance all material respects, with all applicable provisions and the requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit PlanCode, and have performed all their obligations under each Employee Benefit Plan, (b) each Employee any Kimco Benefit Plan which is intended to qualify be qualified under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from been determined by the Internal Revenue Service indicating that such Employee IRS to be so qualified. No Kimco Benefit Plan is so qualified and, to the knowledge of Borrower, nothing or has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status, (c) no liability to the PBGC (other than required premium payments), the Internal Revenue Service, 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 or is expected to be incurred by Borrower, any of maintained and administered in all material respects in compliance with its Subsidiaries or any of their terms and with ERISA Affiliates, (d) no ERISA Event has occurred or is reasonably expected to occur and (e) except the Code to the extent required under Section 4980B applicable thereto. To the knowledge of the Internal Revenue Code executive officers of Kimco, there are no pending or similar state lawsanticipated claims against or otherwise involving any of the Kimco Benefit Plans and no suit, no Employee action or other litigation (excluding claims for benefits incurred in the ordinary course of Kimco Benefit Plan provides health activities) has been brought against or welfare benefits (through the purchase of insurance or otherwise) with respect to any such Kimco Benefit Plan, except 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 foregoing which would not have a Kimco Material Adverse Effect. All material contributions required to by Borrower, any of its Subsidiaries or any of their ERISA Affiliates (determined be made as of the end of date hereof to 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 value of the assets of such Pension Plan by more than $150,000,000Kimco Benefit Plans have been timely made or provided for. 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 (Neither Kimco nor any entity under "common control" with Kimco within the meaning of ERISA Section 4203 of ERISA)4001 has contributed to, when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plansor been required to contribute to, based on information available pursuant to Section 4221(e) 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 Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in “default” 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 Planany employee, director or consultant of Kimco or any of its Subsidiaries.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) BorrowerHoldings, 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, (b) each . Each Employee Benefit Plan which is intended to qualify under Section 401(a) of 57 the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service or a favorable opinion letter from a prototype plan sponsor, as applicable indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, and nothing has occurred subsequent to the issuance of such determination or opinion letter which would cause such Employee Benefit Plan to lose its qualified status, (c) no . No liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by BorrowerHoldings, any of its Subsidiaries or any of their ERISA Affiliates, (d) no . No ERISA Event has occurred or is reasonably expected to occur and (e) 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 (through the purchase of insurance or otherwise) for any retired or former employee of BorrowerHoldings, 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 BorrowerHoldings, 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-aggregate current aggregate value of the assets of such Pension Plan by more than $150,000,000an 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 BorrowerHoldings, 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 not more than $150,000,000. Except as ERISA could not reasonably be expected to have result in a Material Adverse Effect, Borrower. 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 PlanPlan in a manner that could reasonably be expected to result in a Material Adverse Effect.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) BorrowerHoldings, 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, (b) each . Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service or a favorable opinion letter from a prototype plan sponsor, as applicable indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, and nothing has occurred subsequent to the issuance of such determination or opinion letter which would cause such Employee Benefit Plan to lose its qualified status, (c) no . No liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by BorrowerHoldings, any of its Subsidiaries or any of their ERISA Affiliates, (d) no . No ERISA Event has occurred or is reasonably expected to occur and (e) 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 (through the purchase of insurance or otherwise) for any retired or former employee of BorrowerHoldings, 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 BorrowerHoldings, 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-aggregate current aggregate value of the assets of such Pension Plan by more than $150,000,000an 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 BorrowerHoldings, 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 not more than $150,000,000. Except as ERISA could not reasonably be expected to have result in a Material Adverse Effect, Borrower. 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 PlanPlan in a manner that could reasonably be expected to result in a Material Adverse Effect.

Employee Benefit Plans. Except as could not reasonably be expected (i) The written terms of each Compensation and Benefit Plan of Parent and its Subsidiaries comply in all material respects, and, to have a Material Adverse Effect, (a) Borrowerthe knowledge of Parent and Skyline, each of such Compensation and Benefit Plan has been operated and administered in all material respects in accordance with its Subsidiaries terms and each of their respective ERISA Affiliates are with applicable law, including, but not limited to, ERISA, the Code, the Securities Act, the Exchange Act, the Age Discrimination in compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the Employment Act, or any regulations and published interpretations thereunder with respect to each Employee Benefit Planor rules promulgated thereunder, and all filings, disclosures and notices required by ERISA, the Code, the Securities Act, the Exchange Act, the Age Discrimination in Employment Act and any other applicable law have performed all their obligations under each Employee Benefit Plan, (b) each Employee been timely made. Each Compensation and Benefit Plan which is a Pension Plan and which is intended to qualify be qualified under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from (including a determination that the Internal Revenue Service indicating that related trust under such Employee Compensation and Benefit Plan is so qualified andexempt from tax under Section 501(a) of the Code) from the IRS or the Compensation and Benefit Plan uses a prototype or volume submitter plan that is the subject of an IRS opinion or advisory letter. Parent and Skyline have no knowledge of any circumstances which could adversely affect such qualification or which are likely to result in the revocation of any existing favorable determination letter or in not receiving a favorable determination letter. There is no material pending or, to the knowledge of BorrowerParent or Skyline, nothing has occurred subsequent threatened legal action, suit or claim relating to the issuance of such determination letter which would cause such Employee its Compensation and Benefit Plan to lose its qualified status, (c) no liability to the PBGC (Plans other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by Borrower, routine claims for benefits. Neither it nor any of its Subsidiaries has engaged in a transaction, or failed to take any of their ERISA Affiliatesaction, (d) no ERISA Event has occurred or is with respect to any Compensation and Benefit Plan that would reasonably be expected to occur and (e) except to the extent required under Section 4980B of the Internal Revenue Code subject it 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 to a tax or any of their respective ERISA Affiliates. The present value penalty imposed by either Section 4975 of the aggregate benefit liabilities under each Pension Plan sponsoredCode or Section 502 of ERISA, maintained or contributed to by Borrower, assuming for purposes of Section 4975 of the Code that the taxable period of any of its Subsidiaries or any of their ERISA Affiliates (determined such transaction expired as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes date hereof. No individual who is or was a “fiduciary,” as defined in the most recent actuarial valuation for such Pension Plan), did not exceed the then-current aggregate value of the assets of such Pension 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 (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(e3(21) 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 any Compensation and Benefit Plan of Parent and its Subsidiaries and each has any liability (including threatened, anticipated or contingent) for breach 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 fiduciary duty under ERISA) with respect to payments to a Multiemployer Plan.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) Borrower, Holdings and 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, (b) each except as would not reasonably be expected 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 a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, and nothing has occurred subsequent to the issuance of such determination letter which would reasonably be expected to cause such Employee Benefit Plan to lose its qualified status, (c) no . No liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan (other than the payment of benefits in the ordinary course) or any trust established under Title IV of ERISA has been or is expected to be incurred by BorrowerHoldings, any of its Subsidiaries or any of their respective ERISA Affiliates, (d) no except as would not reasonably be expected to have a Material Adverse Effect. No ERISA Event has occurred or is reasonably expected to occur and (e) occur, except as would not 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 lawslaws 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 BorrowerHoldings, 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 value of the assets of such Pension 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 (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 more than $150,000,000. Except as could not reasonably be expected to have a Material Adverse Effect, BorrowerHoldings, each 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 and are not in “material "default” " (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) BorrowerHoldings, 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, and have performed all their obligations in all material respects under each Employee Benefit Plan, (b) each . Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, and nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status, (c) no . No liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by BorrowerHoldings, any of its Subsidiaries or any of their ERISA Affiliates, (d) no . No ERISA Event has occurred or is reasonably expected to occur occur. Except as disclosed in the Historical Financial Statements and (e) 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 BorrowerHoldings, 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 BorrowerHoldings, 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-aggregate current aggregate value of the assets of such Pension Plan by more than $150,000,000Plan. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of BorrowerHoldings, 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, ERISA is not more than $150,000,000zero. Except as could not reasonably be expected to have a Material Adverse Effect, BorrowerHoldings, 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.

Employee Benefit Plans. (a) Except as could not not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (a) the 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, (b) each . Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, and nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status, (c) no . No liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any 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 Affiliates, (d) no . No ERISA Event has occurred or is reasonably expected to occur and (e) except 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 (through 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 then-aggregate current aggregate value of the assets of such Pension Plan by more than $150,000,000Plan. 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 (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, ERISA is not more than $150,000,000zero. Except as could not reasonably be expected to have a Material Adverse Effect, 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.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) Borrower, each of its Subsidiaries The Borrower and each of their respective ERISA Affiliates are Restricted Subsidiary 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 each Employee Benefit Plan, and have has performed all their its obligations under each Employee Benefit Plan, (b) each Employee Benefit Plan which is intended except where such failure to qualify under Section 401(a) of comply or perform, individually or in the Internal Revenue Code has received aggregate, could not reasonably be expected to have a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status, (c) no Material Adverse Effect. No liability to the PBGC (other than required premium payments), the Internal Revenue Service, ) 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 of its Subsidiaries Restricted Subsidiary or any of their respective ERISA Affiliates (with respect to ERISA Affiliates, (d) no 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 in the aggregate, reasonably be expected to have a Material Adverse Effect. No ERISA Event has occurred or is reasonably expected to occur and (e) except that, alone or together with any other ERISA Events that have occurred or are reasonably expected to the extent required under Section 4980B of the Internal Revenue Code or similar state lawsoccur, 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 Affiliatescould 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 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-aggregate current aggregate value of the assets of such Pension Plan by more than $150,000,000an 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 Borrower, its the Borrower and the Restricted Subsidiaries and any of their respective ERISA 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) 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 not more than $150,000,000. Except as could not reasonably be expected to have a Material Adverse Effect, Borrower, . The Borrower and each of its Subsidiaries Restricted Subsidiary and each of their respective ERISA Affiliates have (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 are is not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan, except where such failure to comply or such default, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) The Borrower, each of its Subsidiaries Restricted Subsidiary and each of their respective ERISA Affiliates are 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 each Employee Benefit Plan, and have has performed all their its obligations under each Employee Benefit Plan, (b) each except where such failure to comply or perform, individually or in the aggregate, would not reasonably be expected 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 a favorable determination letter or opinion letter from the Internal Revenue Service IRS indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, 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, (c) no . No liability to the PBGC (other than required premium payments), the Internal Revenue ServiceIRS, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by the Borrower, any of its Subsidiaries Restricted Subsidiary or any of their respective ERISA Affiliates, (d) no except as would not, individually or in the 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 and (e) 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 (through the purchase of insurance or otherwise) for any retired or former employee of the Borrower, any of its Subsidiaries 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 of its Subsidiaries 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 Planof Accounting Standards Codification Topic 715), did not exceed the then-aggregate current aggregate value of the assets of such Pension Plan by more than $150,000,000Plan. 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 the Restricted 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(e101(l) of ERISA, ERISA is not more than $150,000,000zero. Except as could not reasonably be expected to have a Material Adverse Effect, The Borrower, each of its Subsidiaries Restricted Subsidiary and each of their respective ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are is not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan. None of the Borrower or any of its Subsidiaries is an entity deemed to hold “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA).

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) BorrowerThe Company, 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, (b) each . Each Employee Benefit Plan which that is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, and nothing has occurred subsequent to the issuance of such determination letter which that would cause such Employee Benefit Plan to lose its qualified status, (c) no . No liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by Borrowerthe Company, any of its Subsidiaries or any of their ERISA Affiliates, (d) no . No ERISA Event has occurred or is reasonably expected to occur and (e) except 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 (through the purchase of insurance or otherwise) for any retired or former employee of Borrowerthe 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 Borrowerthe 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 then-aggregate current aggregate value of the assets of such Pension Plan by more than $150,000,000Plan. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of Borrowerthe Company, 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, ERISA is not more than $150,000,000zero. Except as could not reasonably be expected to have a Material Adverse Effect, BorrowerThe 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.

Employee Benefit Plans. Except (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 have a Material Adverse Effect. No Reportable Event has occurred during the past five years as to which the Borrowers, Holdings, Intermediate Holdings, any Subsidiary 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 have a Material Adverse Effect. As of the Closing Date and the Restatement Effective Date, the excess of the present value of all benefit liabilities under each Plan of the Borrowers, Holdings, Intermediate Holdings, the 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 could not reasonably be expected to have a Material Adverse Effect, (a) 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, (b) each Employee Benefit Plan which is intended to qualify under Section 401(a) excess of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status, (c) no liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any 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 Affiliates, (d) no ERISA Event has occurred or is reasonably expected to occur and (e) 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 all benefit liabilities under of all underfunded Plans (based on those assumptions used to fund each Pension Plan sponsored, maintained or contributed to by Borrower, any of its Subsidiaries or any of their ERISA Affiliates (determined such Plan) as of the end of last annual valuation dates applicable thereto for which valuations are 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 then-current aggregate value of the assets of all such Pension 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 (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 more than $150,000,000. Except as underfunded Plans could not reasonably be expected to have a Material Adverse Effect. None of the Borrowers, BorrowerHoldings, each of its Intermediate Holdings, the Subsidiaries and each of their the ERISA Affiliates has incurred or could reasonably be expected to incur any Withdrawal Liability that could reasonably be expected to have complied with a Material Adverse Effect. None of the requirements of Section 515 of Borrowers, Holdings, Intermediate Holdings, the Subsidiaries and the ERISA with respect to each Affiliates has received any written notification that any Multiemployer Plan and are not 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 , or has knowledge that any Multiemployer Plan is reasonably expected to payments 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 Plan or otherwise, a Multiemployer PlanMaterial Adverse Effect.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) Borrower, each of its Subsidiaries and each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA ERISA, and the Internal Revenue Code and and, in each case, the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, (b) in each case, in all material respects. Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrowerany Credit Party, nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status, (c) no . No liability under Title IV of ERISA to the PBGC (other than required premium payments), the Internal 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 Borrower, any of its Subsidiaries or any of their ERISA Affiliates, (d) no . No ERISA Event has occurred or is reasonably expected to occur and (eoccur. 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) except of ERISA. 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 AffiliatesAffiliates 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 then-aggregate current aggregate value of the assets of such Pension Plan by more than $150,000,000Plan. 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 (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, ERISA is not more than $150,000,000zero. Except as could not reasonably be expected to have a Material Adverse Effect, 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.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) 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, (b) each except as could not reasonably be expected 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 a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, and nothing has occurred subsequent to the issuance of such determination letter which would reasonably be expected to cause such Employee Benefit Plan to lose its qualified status, (c) no . No liability to the PBGC (other than required premium paymentspayments due but not delinquent), the Internal Revenue Service, any Employee Benefit Plan or any 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 Affiliates, (d) no Affiliates except as could not reasonably be expected to 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 and (e) except 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 (through the purchase of insurance or otherwise) for any retired or former employee of Borrower, Borrower or any of its Subsidiaries or any of their respective ERISA AffiliatesSubsidiaries. 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-aggregate current aggregate value of the assets of such Pension Plan by more than $150,000,000Plan. 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 (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(e101(l) of ERISA, ERISA is not more than $150,000,000zero. Except as could not reasonably be expected to have a Material Adverse Effect, 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.

Employee Benefit Plans. Except as could would not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect, : (a) the Parent 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, ; (b) each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified qualified, and, to the knowledge of a Responsible Officer of the Parent Borrower, nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status, ; (c) no liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any 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 Affiliates, ; (d) no ERISA Event or Canadian Pension Event has occurred or is reasonably expected to occur and occur; (e) except the Parent Borrower and each of 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 Canadian Pension Plan; (f) all Canadian Pension Plans have been established, administered, maintained and funded in accordance with the extent required terms of such Canadian Pension Plan and all applicable laws; and (g) 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 Section 4980B any Canadian Pension Plan. As of the Internal Revenue Code date of this Agreement, none of the Parent Borrower 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 sponsors, maintains, contributes to or has any liability or contingent liability in respect 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 value of the assets of such Pension 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 (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 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 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 Canadian Defined Benefit Plan.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (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 each Employee Benefit Plan, and have performed in all material respects all their obligations under each Employee Benefit Plan, (b) each . Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received or requested a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, and nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status, (c) no . No material liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any 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 Affiliates, (d) no . No ERISA Event has occurred or is reasonably expected to occur and (e) except 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 (through 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 then-aggregate current aggregate value of the assets of such Pension Plan by more than $150,000,000Plan. 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 (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, ERISA is not materially more than $150,000,000zero. Except as could not reasonably be expected to have a Material Adverse Effect, 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. Neither the Borrower nor any Subsidiary has received any notice or is otherwise aware that its Foreign Pension Plans are not in compliance with their terms or with the requirements of any applicable laws, statutes, rules, regulations and orders, and the aggregate unfunded liabilities with respect to such Foreign Pension Plans would not reasonably be expected to result in a Material Adverse Effect.

Employee Benefit Plans. (a) Except as could not reasonably be expected to have a Material Adverse Effect, (a) Borrower, each of its Holdings, the Restricted Subsidiaries and each of their respective the ERISA Affiliates are is in compliance with all the applicable provisions and requirements of ERISA and the Internal Revenue provisions of the Code relating to Employee Benefit Plans 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, (b) each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, nothing any similar applicable non-U.S. law. No Reportable Event has occurred subsequent during the past five years as to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status, (c) no liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by BorrowerHoldings, any of its 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 their ERISA Affiliates, (d) no ERISA Event has occurred or is which to file could not reasonably be expected to occur and (e) except to the extent required under Section 4980B have a Material Adverse Effect. The excess 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 all benefit liabilities under each Pension Plan sponsoredof Holdings, maintained or contributed to by Borrower, any of its the Subsidiaries or any of their 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 then-current aggregate value of the assets of such Pension 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 (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 more than $150,000,000. Except as could not reasonably be expected to have a Material Adverse Effect, Borrowerand the excess of the 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 which valuations are available, each over the value of its the assets of all such underfunded Plans could not reasonably be expected to 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, could reasonably be expected to result in a Material Adverse Effect. None of Holdings, the Restricted Subsidiaries and each of their the ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each has received any written notification that any Multiemployer Plan and are not 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 , or has knowledge that any Multiemployer Plan is reasonably expected to payments be in reorganization or to be terminated, where such reorganization or termination has had or could reasonably be expected to have a Multiemployer PlanMaterial Adverse Effect.

Employee Benefit Plans. Except (a) Each of the Borrowers, Holdings, their 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 have a Material Adverse Effect. No Reportable Event has occurred during the past five years as to which the Borrowers, Holdings, any of their 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 have a Material Adverse Effect. As of the Closing Date, the excess of the present value of all benefit liabilities under each Plan of the Borrowers, Holdings, their 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 could not reasonably be expected to have a Material Adverse Effect, (a) 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, (b) each Employee Benefit Plan which is intended to qualify under Section 401(a) excess of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status, (c) no liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any 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 Affiliates, (d) no ERISA Event has occurred or is reasonably expected to occur and (e) 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 all benefit liabilities under of all underfunded Plans (based on those assumptions used to fund each Pension Plan sponsored, maintained or contributed to by Borrower, any of its Subsidiaries or any of their ERISA Affiliates (determined such Plan) as of the end of last annual valuation dates applicable thereto for which valuations are 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 then-current aggregate value of the assets of all such Pension 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 (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 more than $150,000,000. Except as under funded Plans could not reasonably be expected to have a Material Adverse Effect. No ERISA Event has occurred or is reasonably expected to occur that, Borrowerwhen taken together with all other such ERISA Events which have occurred or for which liability is reasonably expected to occur, each could reasonably be expected to result in a Material Adverse Effect. None of its the Borrowers, Holdings, their Subsidiaries and each of their the ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each has received any written notification that any Multiemployer Plan and are not 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 , or has knowledge that any Multiemployer Plan is reasonably expected to payments 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 Plan or otherwise, a Multiemployer PlanMaterial Adverse Effect.

Employee Benefit Plans. Except (a) Section 3.15(a) of the Disclosure Letter sets forth a true, correct and complete list of each material Benefit Plan. With respect to the Benefit Plans listed on Section 3.15(a) of the Disclosure Letter, to the extent applicable, true, correct and complete copies of the following have been provided to Parent by the Company: (i) such Benefit Plans, including amendments thereto; (ii) the most recent annual report on Form 5500 filed with respect to each such Benefit Plan (if required by applicable Law) and the most recent actuarial report, financial statement or valuation report in respect of each such Benefit Plan, if any; (iii) the most recent summary plan description for each such Benefit Plan for which a summary plan description is required by applicable Law and all related summaries of material modifications; (iv) the most recent Internal Revenue Service determination, notification, or opinion letter, if any, received with respect to any such applicable Benefit Plan; (v) each trust agreement relating to any such Benefit Plan (as could applicable); and (vi) all material correspondence to or from any Governmental Authority relating to any such Benefit Plan. Each Benefit Plan has been administered in accordance with its terms except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect, (a) Borrower, each of . The Company and its Subsidiaries (with respect to each Benefit Plan) and each of their respective ERISA Affiliates Benefit Plan (and any related trust) are in compliance with all the applicable provisions and requirements of ERISA and ERISA, the Internal Revenue Code and all other applicable Laws and, other than routine claims for benefits, there are no Actions that are pending or, to the regulations and published interpretations thereunder with respect Knowledge of the Company, threatened against or involving any Benefit Plan or asserting any rights to each Employee or claims for benefits under any Benefit Plan, and have performed all their obligations under except in each Employee Benefit Plan, (b) each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status, (c) no liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan case for non-compliance or any trust established under Title IV of ERISA has been such suits, claims, proceedings, actions, governmental audits or is expected to be incurred by Borrowerinvestigations that, any of its Subsidiaries individually or any of their ERISA Affiliates, (d) no ERISA Event has occurred or is reasonably expected to occur and (e) 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)aggregate, did have not exceed the then-current aggregate value of the assets of such Pension 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 had 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 not more than $150,000,000. Except as could would not reasonably be expected to have a Material Adverse Effect, 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 “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan.

Employee Benefit Plans. Except as as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (ai) Borrowereach Credit Party, 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, (bii) each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, and nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status, (ciii) no liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by Borrowereach Credit Party, any of its Subsidiaries or any of their ERISA Affiliates, (div) no ERISA Event has occurred or is reasonably expected to occur occur, and (ev) except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan 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 Borrowerany 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 Borrowerany Credit Party, any of its Subsidiaries or any of their ERISA Affiliates 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 then-aggregate current aggregate value of the assets of such Pension Employee Benefit Plan by more than $150,000,000an 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 Borrowerany Credit Party, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA)) from such Multiemployer Plan, when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e101(l) of ERISA, ERISA is not more than $150,000,000an amount which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Except as as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, Borrowereach 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.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) 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 each Employee Benefit Plan, and have performed all their obligations under administered and operated each Employee Benefit Plan, (b) each Plan materially in accordance with its terms. Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status, (c) no . No liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any 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 Affiliates, (d) no . No ERISA Event has occurred or is reasonably expected to occur and (e) 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 Affiliatesoccur. 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 then-aggregate current aggregate value of the assets of such Pension Plan by more than $150,000,000Plan. 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 (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, ERISA is not more than $150,000,000zero. Except as could not reasonably be expected to have a Material Adverse Effect, 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.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) BorrowerThe Borrowers, each of its their 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, (b) each except where such non-compliance or non-performance would not reasonably be expected to result in a Material Adverse Effect. Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, and nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status, (c) no status that would reasonably be expected to result in a Material Adverse Effect. No liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by BorrowerBorrowers, any of its their Subsidiaries or any of their ERISA Affiliates, (d) no Affiliates except to the extent reflected on the consolidated financial statements of the Lead Borrower and its Subsidiaries and the notes thereto. No ERISA Event has occurred or is reasonably expected to occur and (e) except that would reasonably be expected to result in 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 (through the purchase of insurance or otherwise) for any retired or former employee of BorrowerBorrowers, any of its their 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 Borrowerthe Borrowers, any of its their Subsidiaries or any of their ERISA Affiliates 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-aggregate current aggregate value of the assets of such Pension Plan by more than $150,000,000Plan. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of Borrowerthe Borrowers, its their 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 ERISAERISA is zero. The Borrowers, is not more than $150,000,000. Except as could not reasonably be expected to have a Material Adverse Effect, Borrower, each of its their 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.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) Borrower, each of its Subsidiaries and each of their respective ERISA Affiliates are Guarantor 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 each Employee Benefit PlanPlan (as defined in Section 3(3) of ERISA), and have performed all their obligations under each Employee Benefit Plan, (b) each . Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, and nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status, (c) no . No liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by Borrower, Guarantor or any of its Subsidiaries or any of their ERISA Affiliates, (d) no . No ERISA Event has occurred or is reasonably expected to occur and (e) except 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 (through the purchase of insurance or otherwise) for any retired or former employee of Borrower, Guarantor or 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, Guarantor or 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-aggregate current aggregate value of the assets of such Pension Plan by more than $150,000,000Plan. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of Borrower, Guarantor and 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, ERISA is not more than $150,000,000zero. Except as could not reasonably be expected to have a Material Adverse Effect, Borrower, Guarantor and 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.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) BorrowerThe Company, 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 each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, (b) each Employee Benefit . Each Pension Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Pension Plan is so qualified and, to the knowledge of Borrower, and nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Pension Plan to lose its qualified status, (c) no . No material liability to the PBGC (other than required premium payments), ) or the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA Service has been or is expected to be incurred by Borrowerthe Company, any of its Subsidiaries or any of their ERISA Affiliates, (d) no . No ERISA Event has occurred or is reasonably expected to occur and (e) except 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 (through the purchase of insurance or otherwise) for any retired or former employee of Borrowerthe Company, any of its Subsidiaries or any of their respective ERISA Affiliates. The present value No Pension Plan has become subject to the funding based benefit restrictions under Section 436 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 value of the assets of such Pension Plan by more than $150,000,000Code. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of BorrowerCompany, 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, ERISA is not more greater than $150,000,00025,000. Except as could not reasonably be expected to have a Material Adverse Effect, BorrowerThe 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.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse EffectEach Benefit Plan of NHP has been administered in compliance, in all material respects, with its terms, and is in compliance in all material respects with applicable laws, rules and regulations, (aincluding, without limitation, provisions relating to funding, filing, termination, reporting, disclosure and continuation coverage obligations pursuant to Title V of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA")). No Benefit Plan of NHP has been the subject of a "reportable event" (as defined in Section 4043 of ERISA) Borrower, each (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 its Subsidiaries and each the Code or in Part 4 of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements Subtitle B of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder Title I of ERISA) with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, (b) each Employee 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 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 Internal Revenue 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 issued each such Benefit Plan a favorable determination letter from which is currently applicable. NHP is not aware of any circumstance or event which would jeopardize the Internal Revenue Service indicating that such Employee tax-qualified status of any Benefit Plan is so qualified andof NHP or the tax-exempt status of any related trust, to the knowledge of Borrower, nothing has occurred subsequent to the issuance of such determination letter which or would cause such Employee the imposition of any material liability, penalty or tax under ERISA or the Code with respect to any Benefit Plan of NHP. No material liabilities to lose its qualified status, (c) no liability to the PBGC or on behalf of participants (other than required premium paymentsroutine claims for benefits), the Internal Revenue ServiceIRS, the United States Department of Labor, the Pension Benefit Guaranty Corporation or to any Employee Benefit Plan other Person or any trust established under Title IV of ERISA has entity have been or is are reasonably expected to be incurred by Borroweras 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 or any of their ERISA Affiliates, (d) no ERISA Event has occurred subsidiaries maintains or is reasonably expected obligated to occur and (e) except to the extent required under Section 4980B of the Internal Revenue Code contribute to, 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, has ever maintained or contributed been obligated to contribute to, a "multi-employer plan" (as such term is defined by Borrower, any Section 4001(a)(3) of its Subsidiaries ERISA) 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 value of the assets of such Pension 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 "multiple employer 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(e413(c) of ERISA, is not more than $150,000,000the Code). Except as could not reasonably be expected to have a Material Adverse Effectset forth in SCHEDULE 4.11 or in the NHP SEC Reports or as otherwise required by applicable law, Borrower, each neither NHP nor any of its Subsidiaries and each subsidiaries maintains any retiree life and/or retiree health insurance plans which provide for continuing benefits or coverage for any employee or any beneficiary of their ERISA Affiliates have complied with an employee after such employee's termination of employment. Except as set forth in SCHEDULE 4.11 or in the requirements NHP SEC Reports, the consummation of Section 515 the transactions contemplated by this Agreement will not (a) entitle any employee of ERISA with respect NHP or its subsidiaries to each Multiemployer Plan and are not 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 “default” (as defined in Section 4219(c)(5) any liability under Title IV of ERISA) with respect to payments to a Multiemployer Plan.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) Borrower, each of its Subsidiaries 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, (b) each other than as would not reasonably be expected 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 a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, and nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status, (c) 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 Internal Revenue Service, any Employee Benefit Plan (other than in the ordinary course) or any trust established under Title IV of ERISA has been or is expected to be incurred by Borrower, any of its Subsidiaries Group Member or any of their respective ERISA Affiliates, (d) no Affiliates with respect to any Employee Benefit Plan. No ERISA Event or Foreign Plan Event has occurred or is reasonably expected to occur and (e) except where such ERISA Event or Foreign Plan Event would reasonably be expected 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 Affiliateshave a Material Adverse Effect. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by Borrower, any of its Subsidiaries 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 then-aggregate current aggregate fair market value of the assets of such Pension Plan by more than $150,000,000Plan, where such circumstance would 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 availablePlan, the potential liability of Borrower, the Group and its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (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, based on information available pursuant to Section 4221(e) of ERISA, is does not more than exceed $150,000,00025,000,000. Except as could not reasonably be expected to have a Material Adverse Effect, Borrower, each of its Subsidiaries Each Group Member 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. 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 all laws, rules, 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 Plan which is required under all applicable laws, rules, regulations and orders of 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 Plan which is not funded or which is not required to be fully funded under all applicable laws, rules regulations and orders of any Governmental Authority, the unfunded obligations of such Foreign Plan 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 a UK defined benefit pension plan.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) BorrowerCompany, each of its Subsidiaries 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 each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, (b) each . Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified andor has an application pending for such qualification, to the knowledge of Borrower, and nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status, (c) no . No liability to the PBGC (other than required premium payments), ) or the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA Service has been or is expected to be incurred by BorrowerCompany, any of its Subsidiaries subsidiaries or any of their ERISA Affiliates, (d) no Affiliates with respect to any Employee Benefit Plan. No ERISA Event has occurred or is reasonably expected to occur and (e) except 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 (through the purchase of insurance or otherwise) for any retired or former employee of BorrowerCompany, any of its Subsidiaries 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 BorrowerCompany, any of its Subsidiaries 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 then-aggregate current aggregate value of the assets of such Pension Plan by more than $150,000,00010,000,000 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 BorrowerCompany, its Subsidiaries subsidiaries and their respective ERISA Affiliates for a complete or partial withdrawal from such Multiemployer Plan (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, based on information available pursuant to Section 4221(e) of ERISA, is not more than $150,000,000zero. Except as could not reasonably be expected to have a Material Adverse Effect, BorrowerCompany, each of its Subsidiaries 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.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) BorrowerHoldings, 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, and have performed all their obligations under each Employee Benefit PlanPlan in all material respects. Except as set forth on Schedule 4.20, (b) each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, and nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status, (c) no . No liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by BorrowerHoldings, any of its Subsidiaries or any of their ERISA AffiliatesAffiliates that, (d) no either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. No ERISA Event has occurred or is reasonably expected to occur and (e) except 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 (through the purchase of insurance or otherwise) for any retired or former employee of BorrowerHoldings, any of its Subsidiaries or any of their respective ERISA AffiliatesAffiliates (other than life insurance policies for terminated employees in the ordinary course of business consistent with past practice). The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by BorrowerHoldings, any of its Subsidiaries or any of their ERISA Affiliates 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-aggregate current aggregate value of the assets of such Pension Plan by more than $150,000,000in an amount that 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 none of BorrowerHoldings, its Subsidiaries and or their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan would become subject to any material liability under ERISA if Holdings, its Subsidiaries or any of their respective ERISA Affiliates were to withdraw completely (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 more than $150,000,000. Except as could not reasonably be expected to have a Material Adverse Effect, BorrowerHoldings, each 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 and are not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan.

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 to have a Material Adverse Effectset forth on Schedule 3.17, none of the Acquired Companies has (a) Borrowerestablished, each maintained or contributed to (or has been obligated to contribute to) any Employee Benefit Plans, (b) proposed any Employee Benefit 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 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 Subsidiaries 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 will have accrued (in accordance with GAAP) as of the Closing Date all payments due but not yet payable as of the Closing Date, so there will not have been, nor will there be, any Accumulated Funding Deficiencies (as defined in ERISA or the Code) or waivers of such deficiencies. CTC has made 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, if any, with regard to any of CTC's Employee Benefit Plans. All of CTC's Employee Benefit Plans are, and have been, operated in material compliance with their respective ERISA Affiliates are in compliance provisions and with all applicable provisions and requirements of Laws including ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each rulings thereunder. The Acquired Companies and all fiduciaries of CTC's Employee Benefit PlanPlans 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 have performed all their obligations under each no termination or partial termination (including any termination or partial termination attributable to the Transactions contemplated by this Agreement) of any of CTC's Employee Benefit PlanPlans. There would be no Obligation of any of the Acquired Companies under Title IV of ERISA if any of CTC's Employee Benefit Plans were terminated as of the Closing Date. As a result of any action or inaction prior to Closing by any of the Acquired Companies, none of the Acquired Companies has incurred, nor will incur, any withdrawal liability, nor do any of the Acquired Companies have any contingent withdrawal liability, under ERISA to any Multiemployer Plan (as defined in ERISA 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 the Acquired Companies under any of CTC's Employee Benefit Plans, (by) each increase any benefits otherwise payable under any of CTC's Employee Benefit Plan which is intended to qualify under Section 401(aPlans, or (z) result in the acceleration of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating time of payment or vesting of any such benefits to any extent. There are no pending Proceedings that such have been asserted or instituted against any of CTC's Employee Benefit Plan is so qualified 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 the knowledge of BorrowerCTC, nothing there are no 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 occurred subsequent to nor will occur which will result in any of the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status, (c) no liability to the PBGC (other than required premium payments), the Internal Revenue Service, Acquired Companies having an Obligation in connection with any Employee Benefit Plan established, maintained, contributed to or any trust established under Title IV of ERISA to which there has been as obligation to contribute (currently or is expected to be incurred previously) by Borrowerit or by any other entity which, together with any of its Subsidiaries or any the Acquired Companies, constitute elements of their ERISA Affiliates, either (di) no ERISA Event has occurred or is reasonably expected to occur and (e) except to the extent required under Section 4980B a controlled group 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 value of the assets of such Pension 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 corporations (within the meaning of Section 4203 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), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to (iii) an affiliated service group (within the meaning of Section 4221(e414(m) of ERISAthe Code), 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 Affiliates have complied with the requirements of or (iv) another arrangement covered by Section 515 of ERISA with respect to each Multiemployer Plan and are not in “default” (as defined in Section 4219(c)(5414(o) of ERISA) with respect to payments to a Multiemployer Planthe Code.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) BorrowerParent, 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, (b) each . Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, and nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status, (c) no . No liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by BorrowerParent, any of its Subsidiaries or any of their ERISA Affiliates, (d) no . No ERISA Event has occurred or is reasonably expected to occur and (e) except 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 (through the purchase of insurance or otherwise) for any retired or former employee of BorrowerParent, 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 BorrowerParent, 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-aggregate current aggregate value of the assets of such Pension Plan by more than $150,000,000Plan. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of BorrowerParent, 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, ERISA is not more than $150,000,000zero. Except as could not reasonably be expected to have a Material Adverse Effect, BorrowerParent, 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.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) Parent Borrower, each of its Subsidiaries and each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA ERISA, and the Internal Revenue Code and and, in each case, the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, (b) in each case, in all material respects. Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to the best knowledge of Borrowerany Credit Party, nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status, (c) no . No liability under Title IV of ERISA to the PBGC (other than required premium payments), the Internal 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 Parent Borrower, any of its Subsidiaries or any of their ERISA Affiliates, (d) no . No ERISA Event has occurred or is reasonably expected to occur and (eoccur. There are no pending or, to the knowledge of Parent 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 Parent 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) except of ERISA. 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 its Subsidiaries or any of their respective ERISA AffiliatesAffiliates that would reasonably be expected to result in a material liability to Parent Borrower or any of its Subsidiaries. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by Parent 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-aggregate current aggregate value of the assets of such Pension Plan by more than $150,000,000Plan. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of Parent Borrower, 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, ERISA is not more than $150,000,000zero. Except as could not reasonably be expected to have a Material Adverse Effect, Parent 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. No UK Credit Party nor any of its Subsidiaries is or has at any time (a) been an employer (for the purposes of sections 38 to 51 of the Pensions Act 2004) of an occupational pension scheme which is not a money purchase scheme (both terms as defined in the Pensions Schemes Act 1993); or (b) been “connected” with or an “associate” of (as those terms are used in sections 38 and 43 of the Pensions Act 2004) such an employer.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) BorrowerHoldings, 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, and have performed all their obligations under each Employee Benefit Plan, (b) 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 Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status, (c) no $10,000,000. No liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by BorrowerHoldings, any of its Subsidiaries or any of their ERISA Affiliates, (d) no Affiliates that could reasonably be expected to have a Material Adverse Effect. No ERISA Event has occurred or is reasonably expected to occur and (e) except 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 (through the purchase of insurance or otherwise) for any retired or former employee of BorrowerHoldings, 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 BorrowerHoldings, 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-aggregate current aggregate value of the assets of such Pension Plan by more than $150,000,000and there has been no 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 BorrowerHoldings, 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, ERISA is not more less than $150,000,00010,000,000. Except as could not reasonably be expected to have a Material Adverse Effect, BorrowerHoldings, 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 PlanPlan except where noncompliance could reasonably be expected to have a Material Adverse Effect.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) BorrowerParent, 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 Employee Benefit Pension Plan, and have performed all their obligations under each Employee Benefit Plan, (b) each Employee Benefit Pension Plan which is intended except for instances of noncompliance that could not reasonably be expected to qualify under Section 401(a) of the Internal Revenue Code has received have a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status, (c) no Material Adverse Effect. No liability to the PBGC (other than required premium payments), the Internal Revenue ServiceService (to the extent related to Pension Plans), any Employee Benefit Pension Plan (other than contributions in the ordinary course) or any trust established under Title IV of ERISA has been or is expected to be incurred by BorrowerParent, any of its Restricted Subsidiaries or any of their ERISA AffiliatesAffiliates except for liabilities that, (d) no individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No ERISA Event has occurred or is reasonably expected to occur and (e) except that could reasonably be expected 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 Affiliateshave a Material Adverse Effect. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by BorrowerParent, 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 then-aggregate current aggregate value of the assets of such Pension Plan by more than $150,000,000an 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 BorrowerParent, its Restricted 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 not more than $150,000,000. Except as ERISA could not reasonably be expected to have result in a Material Adverse Effect, Borrower. 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 PlanPlan in a manner that could reasonably be expected to result in a Material Adverse Effect.

Employee Benefit Plans. (a) Except as could not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect, (ai) Borrower, Company and each of its Subsidiaries (and in the case of a Pension Plan or a Multiemployer Plan, each of their respective ERISA Affiliates Affiliates) are in compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and other applicable federal and state laws and the regulations and published interpretations thereunder thereunder, applicable to such entities, with respect to each Employee Benefit Plan, Plan and Pension Plan and have performed all their obligations under each Employee Benefit Plan and Pension Plan, (bii) each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the 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 BorrowerCompany, nothing has occurred subsequent to the issuance of such the determination letter which would cause such Employee Benefit Plan or Pension Plan to lose its qualified status, (ciii) no liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan and Pension Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by BorrowerCompany, any of its Subsidiaries or any of their ERISA Affiliates, (div) no ERISA Event has occurred and neither Company nor any ERISA Affiliate is aware of any fact, event or is reasonably expected to occur and (e) 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 value of the assets of such Pension 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 (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 more than $150,000,000. Except as circumstance that could not reasonably be expected to have a Material Adverse Effectconstitute or result in an ERISA Event, 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 “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) 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 Affiliates has any potential liability 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.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) BorrowerSchedule 5.13(a) of the Disclosure Schedules sets forth a true, each accurate and correct list of its Subsidiaries and each all Employee Benefit Plans (but only including current Employee Benefit Plans with respect to subsection (iv) of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements the definition of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with Employee Benefit Plan) With respect to each Employee Benefit Plan, the Company has made available to Parent true, accurate and complete copies of each of the following (to the extent applicable): (i) if the Employee Benefit Plan has been reduced to writing, the plan document, as currently in effect including all amendments, and any prior versions of the plan document under which any unpaid benefits have performed accrued, (ii) if the Employee Benefit Plan has not been reduced to writing, a written summary of all their obligations material current plan terms, (iii) copies of any current trust agreements, custodial agreements, insurance policies, administrative agreements, investment policies, and investment management and investment advisory agreements, (iv) the most recent summary plan description, together with any summaries of material modifications related thereto, distributed to participants, (v) in the case of any Employee Benefit Plan that is intended to be qualified under each Code Section 401(a), the most recent determination letter from the IRS, if any, and a copy of any pending request for such determination, or any IRS prototype or volume submitter plan opinion or advisory letter upon which the Target Entities may rely, (vi) in the case of any funding arrangement intended to qualify as a VEBA under Code Section 501(c)(9), a copy of the IRS letter determining that it so qualifies and (vii) in the case of any Employee Benefit Plan for which Forms 5500 are required to be filed, a copy of the three (3) most recently filed Forms 5500, with schedules attached. None of the Target Entities nor any ERISA Affiliate has any announced plan or commitment, whether or not legally binding, to create any additional Employee Benefit Plan or to amend or modify any existing Employee Benefit Plan, (b) each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status, (c) no liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any 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 Affiliates, (d) no ERISA Event has occurred or is reasonably expected to occur and (e) except to the extent required under Section 4980B of the Internal Revenue Code by applicable Law or similar state laws, no necessary to bring an existing 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 value of the assets of such Pension 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 (within the meaning of Section 4203 of ERISA), when aggregated into compliance 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 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 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 Planapplicable Law.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) 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, (b) each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status, (c) no liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any 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 Affiliates, (d) no No ERISA Event has occurred or is reasonably expected to occur and (e) except that, when taken together with all other such ERISA Events, could reasonably be expected to the extent required under Section 4980B result in liability of the Internal Revenue Code any Company 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 ERISA Affiliates or the imposition of a Lien on any of their respective 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 assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed by more than $250,000 the fair market value of the property of all such underfunded Plans. Using actuarial assumptions and computation methods consistent with subpart I of subtitle E of Title IV of ERISA, the aggregate liabilities of each Company or its ERISA AffiliatesAffiliates to all Multiemployer Plans in the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Multiemployer Plan, 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 or withdrawal from any Foreign Plan. The present value of the aggregate accrued benefit liabilities (whether or not vested) under each Pension Foreign Plan sponsoredwhich is funded, 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 recently ended fiscal year of the respective Company on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan)assumptions, each of which is reasonable, did not exceed the then-current aggregate value of the assets property of such Pension Plan by more than $150,000,000. As of the most recent valuation date Foreign Plan, and for each Multiemployer Foreign Plan for which the actuarial report is availablenot funded, the potential liability obligations of Borrower, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Foreign 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 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 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 Planproperly accrued.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) 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, (b) each except where such noncompliance or nonperformance could not, individually or in the aggregate, reasonably be expected to result in a material liability to the Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates. Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, and nothing has occurred subsequent to the issuance of such determination letter which would reasonably be expected to cause such Employee Benefit Plan to lose its qualified status, (c) no liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any 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 Affiliates, (d) no . No ERISA Event has occurred or is reasonably expected to occur and (e) except 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 welfare life benefits (through the purchase of insurance or otherwise) for any retired or former employee of Borrower, or 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-aggregate current aggregate value of the assets of such Pension Plan by more than $150,000,000an 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 (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, based on information available pursuant to Section 4221(e) of ERISA, is not more than $150,000,000. Except as could not reasonably in an amount that would be expected material to have a Material Adverse Effect, the Borrower, each any of its Subsidiaries or any of their respective ERISA 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.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) BorrowerHoldings, 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, (b) 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 Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status, (c) no $10,000,000. No liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by BorrowerHoldings, any of its Subsidiaries or any of their ERISA Affiliates, (d) no Affiliates that could reasonably be expected to have a Material Adverse Effect. No ERISA Event has occurred or is reasonably expected to occur and (e) except 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 (through the purchase of insurance or otherwise) for any retired or former employee of BorrowerHoldings, 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 BorrowerHoldings, 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-aggregate current aggregate value of the assets of such Pension Plan by more than $150,000,000and there has been no 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 BorrowerHoldings, 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, ERISA is not more less than $150,000,00010,000,000. Except as could not reasonably be expected to have a Material Adverse Effect, BorrowerHoldings, 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 PlanPlan except where noncompliance could reasonably be expected to have a Material Adverse Effect.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) 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 each Employee Benefit Plan, and have performed in all material respects their obligations under each Employee Benefit Plan, (b) each . Each Employee Benefit Plan which complies in form and operation in all material respects with its terms and applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder. Each Employee Benefit Plan that is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, nothing has occurred subsequent to the issuance of such determination letter which that would cause such Employee Benefit Plan to lose its qualified status, (c) no . No liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any 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 Affiliates, (d) no . No ERISA Event has occurred or is is, to Borrower’s knowledge, reasonably expected to occur and (e) except occur. Except to the extent required under Section 4980B of the Internal Revenue Code or similar state lawslaws or to the extent 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 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-aggregate current aggregate value of the assets of such Pension Plan by more than $150,000,000Plan. 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 (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 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 respective ERISA Affiliates have complied with made all required contributions to each Pension Plan and no application for a funding waiver or the requirements extension of any amortization period pursuant to Section 515 412 of the Internal Revenue Code or Section 302 of ERISA has been made with respect to each Multiemployer Plan and are not 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.

Employee Benefit Plans. Except as could not reasonably be expected (either individually or in the aggregate) to have a Material Adverse Effectresult in liability to the Credit Parties in excess of $2,500,000 at any time, (a) 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, and have performed all their obligations under each Employee Benefit Plan, (b) each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, and nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status, (c) no liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any 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 Affiliates, (d) no ERISA Event has occurred or is reasonably expected to occur and occur, (e) 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. The , (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 then-aggregate current aggregate value of the assets of such Pension Plan by more than $150,000,000. As Plan, (g) 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 (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 ERISAERISA is zero, is not more than $150,000,000. Except as could not reasonably be expected to have a Material Adverse Effect, and (h) Borrower, each of its Restricted Subsidiaries and each of their ERISA Affiliates 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.