Common use of ERISA Clause in Contracts

ERISA. Except as set forth on Schedule 4.13, neither a material Reportable Event nor a failure by the Borrower or any Commonly Controlled Entity to make by its due date a required installment under Section 430(j) of the Code with respect to any Plan or the failure by any Plan to satisfy the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, whether or not waived has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code. No termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period. The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) 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 Plan allocable to such accrued benefits by a material amount. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability under ERISA, and neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. No Multiemployer Plan is, or is expected to be, in Reorganization, Insolvent, or in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA) that has resulted or could reasonably be expected to result in a material liability to the Borrower or any Commonly Controlled Entity.

ERISA. Except as set forth on Schedule 4.13(i) No liability under Section 4062, neither a material Reportable Event nor a failure 4063, 4064 or 4069 of ERISA has been or is expected by the Borrower Seller to be incurred by the Seller or any Commonly Controlled Entity to make by its due date a required installment under Section 430(j) of the Code ERISA Affiliate thereof with respect to any Plan which is a Single-Employer Plan in an amount that could reasonably be expected to have a Material Adverse Effect. (ii) No Plan of the Seller which is a Single-Employer Plan had an accumulated funding deficiency, whether or not waived, as of the failure by last day of the most recent fiscal year of such Plan ended prior to the date hereof. Neither the Seller nor any ERISA Affiliate thereof is (i) required to give security to any Plan which is a Single-Employer Plan pursuant to satisfy the minimum funding standards Section 401(a) (within the meaning of Section 412 29) of the Code or Section 302 307 of ERISA, or (ii) applicable subject to a Lien in favor of such Plana Plan under Section 302(f) of ERISA. (iii) Each Plan of the Seller, whether or not waived has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan, each of its Subsidiaries and each Plan has complied of its ERISA Affiliates is in compliance in all material respects with the applicable provisions of ERISA and the Code. No termination , except where the failure to comply would not result in any Material Adverse Effect. (iv) Neither the Seller nor any of its Subsidiaries has incurred a Single Employer Plan has occurred, and no Lien in favor tax liability under Section 4975 of the PBGC Code or a penalty under Section 502(i) of ERISA in respect of any Plan which has arisennot been paid in full, during such five-year period. The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of except where the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets incurrence of such Plan allocable to such accrued benefits by tax or penalty would not result in a material amount. Material Adverse Effect. (v) Neither the Borrower Seller nor any Commonly Controlled Entity of its Subsidiaries or any ERISA Affiliate thereof has had incurred or reasonably expects to incur any withdrawal liability under Section 4201 of ERISA as a result of a complete or partial withdrawal from any a Multiemployer Plan which will result in withdrawal liability to the Seller, any of its Subsidiaries or any ERISA Affiliate thereof in an amount that has resulted or could reasonably be expected to result in have a material liability under ERISA, and neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. No Multiemployer Plan is, or is expected to be, in Reorganization, Insolvent, or in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA) that has resulted or could reasonably be expected to result in a material liability to the Borrower or any Commonly Controlled EntityMaterial Adverse Effect.

ERISA. (a) Except as set forth on Schedule 4.13would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect: (i) neither a material Reportable Event nor a failure by the Borrower or any Commonly Controlled Entity to make by its due date a required installment under Section 430(j) of the Code with respect to any Plan or the failure by any Plan to satisfy meet the minimum funding standards (within the meaning of Section 412 412(a) of the Code or Section 302 302(a)(2) of ERISA) applicable to such Plan, whether or not waived has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Single Employer Plan, and each Single Employer Plan has complied in all material respects with the applicable provisions of ERISA and the Code. No ; (ii) no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisenarisen on the assets of the Borrower or any of its Restricted Subsidiaries, during such five-year period. The ; the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) 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 Single Employer Plan allocable to such accrued benefits by a material amount. Neither benefits; (iii) none of the Borrower nor or any Commonly Controlled Entity of its Restricted Subsidiaries has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could would reasonably be expected to result in a material liability under ERISA, and neither ; (iv) none of the Borrower nor or any Commonly Controlled Entity of its Restricted Subsidiaries would become subject to any material liability under ERISA if the Borrower or any such Commonly Controlled Entity Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. No ; and (v) no Multiemployer Plan isis Insolvent. (b) The Borrower and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or is expected the Code with respect to be, in Reorganization, Insolvent, or in “endangered” or “critical” status (any plan within the meaning of Section 432 3(3) of ERISA which is subject to Title IV of ERISA or Section 412 of the Code or Section 305 302 of ERISAERISA that is maintained by a Commonly Controlled Entity (other than the Borrower and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that has resulted or could would reasonably be expected likely to have a Material Adverse Effect and result in a material liability to direct obligation of the Borrower or any Commonly Controlled Entityof its Restricted Subsidiaries to pay money.

ERISA. Except as set forth on Schedule 4.13, neither Neither a material Reportable Event nor a any failure by the Borrower or any Commonly Controlled Entity to make by its due date a required installment under Section 430(j) of the Code with respect to any Plan or the failure by any Plan to satisfy the minimum funding standards (within the meaning of Section 412 or 430 of the Code or Section 302 of ERISA) applicable to such Plan), including any “accumulated funding deficiency,” whether or not waived waived, has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code. There has been no failure to make by its due date a required installment under Section 430(j) of the Code with respect to any Single Employer Plan nor a failure by any Loan Party or any Commonly Controlled Entity to make any required contribution to a Multiemployer Plan. There has been no determination that any Single Employer Plan is or is expected to be in “at risk” status (within the meaning of Section 430 of the Code or Section 303 of ERISA). No termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period. The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) 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 Plan allocable to such accrued benefits by a material amount. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability under ERISA, and neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. No such Multiemployer Plan is, is in Reorganization or Insolvent or is expected to be, in Reorganization, Insolvent, or be in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA) that has resulted or could reasonably be expected to result in a material liability to the Borrower or any Commonly Controlled Entity).

ERISA. Except as set forth on Schedule 4.13, neither Neither a material Reportable Event nor a failure by the Borrower or any Commonly Controlled Entity to make by its due date a required installment under Section 430(j) of the Code with respect to any Plan or the failure by any Plan to satisfy the minimum an "accumulated funding standards deficiency" (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan), whether or not waived waived, has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Single Employer Plan, and each Single Employer Plan has complied in all material respects with the applicable provisions of ERISA and the Code, except with respect to any such event or failure to comply where the liability which could reasonably be expected to be incurred would not have a Material Adverse Effect. No termination of a Single Employer Plan whose accrued benefits exceeded the assets thereof has occurred, and no Lien in favor of the PBGC or a Plan has arisen, and neither the Borrower nor any Commonly Controlled Entity has received a notice from the PBGC or a plan administrator of an intention to terminate any Single Employer Plan or to appoint a trustee to administer any Single Employer Plan, during such five-year period. The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) 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 Plan allocable to such accrued benefits by an amount which if such Plan then terminated could reasonably be expected to have a material amountMaterial Adverse Effect. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability under ERISAPlan, and neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. No Multiemployer Plan is, or is expected to be, which in Reorganization, Insolvent, or in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA) that has resulted or any event could reasonably be expected to result in have a material liability to Material Adverse Effect. Neither the Borrower or nor any Commonly Controlled EntityEntity has received notice that any such Multiemployer Plan is in Reorganization or Insolvent, where the liability resulting therefrom could reasonably be expected to have a Material Adverse Effect.

ERISA. Except as set forth on Schedule 4.13, neither would not result in a material Reportable Event nor a failure by the Borrower or any Commonly Controlled Entity to make by its due date a required installment under Section 430(jMaterial Adverse Effect: (a) of the Code with respect to any Plan or the failure by any Plan to satisfy the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, whether or not waived has occurred during During the five-year period prior to the date on which this representation is made or deemed made made: (i) no Termination Event has occurred, and, to the best knowledge of the Credit Parties, no event or condition has occurred or exists as a result of which any Termination Event could reasonably be expected to occur, with respect to any Plan; (ii) no "accumulated funding deficiency," as such term is defined in Section 302 of ERISA and Section 412 of the Code, and whether or not waived, has occurred with respect to any Plan; (iii) each Plan has complied been maintained, operated, and funded in all compliance with its own terms and in material respects compliance with the applicable provisions of ERISA and ERISA, the Code. No termination of a Single Employer Plan has occurred, and any other applicable federal or state laws; and (iv) no Lien lien in favor of or the PBGC or a Plan has arisen, during such five-year period. arisen or is reasonably likely to arise on account of any Plan. (b) The actuarial present value of all accrued benefits "benefit liabilities" under each Single Employer Plan (based on those determined within the meaning of Section 401(a)(2) of the Code, utilizing the actuarial assumptions used to fund such Plans) ), whether or not vested, did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the current value of the assets of such Plan allocable to such accrued benefits by a material amountliabilities. (c) Neither the Borrower, nor any of its Subsidiaries nor any ERISA Affiliate has incurred, or, to the best knowledge of the Credit Parties, are reasonably expected to incur, any withdrawal liability under ERISA to any Multiemployer Plan or Multiple Employer Plan. Neither the Borrower Borrower, nor any Commonly Controlled Entity of its Subsidiaries nor any ERISA Affiliate has had a complete or partial withdrawal from received any notification that any Multiemployer Plan that has resulted or could reasonably be expected to result is in a material liability under ERISA, and neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. No Multiemployer Plan is, or is expected to be, in Reorganization, Insolvent, or in “endangered” or “critical” status reorganization (within the meaning of Section 432 4241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA), or has been terminated (within the meaning of Title IV of ERISA), and no Multiemployer Plan is, to the best knowledge of the Code Credit Parties, reasonably expected to be in reorganization, insolvent, or terminated. (d) No prohibited transaction (within the meaning of Section 406 of ERISA or Section 305 4975 of ERISAthe Code) that or breach of fiduciary responsibility has resulted occurred with respect to a Plan which has subjected or could reasonably be expected to result in a material liability to may subject the Borrower or any Commonly Controlled Entityof its Subsidiaries or any ERISA Affiliate to any liability under Sections 406, 409, 502(i), or 502(l) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which the Borrower or any of its Subsidiaries or any ERISA Affiliate has agreed or is required to indemnify any person against any such liability. (e) The present value (determined using actuarial and other assumptions which are reasonable with respect to the benefits provided and the employees participating) of the liability of the Borrower and its Subsidiaries and each ERISA Affiliate for post-retirement welfare benefits to be provided to their current and former employees under Plans which are welfare benefit plans (as defined in Section 3(1) of ERISA), net of all assets under all such Plans allocable to such benefits, are reflected on the Financial Statements in accordance with FAS 106. (f) Each Plan which is a welfare plan (as defined in Section 3(1) of ERISA) to which Sections 601-609 of ERISA and Section 4980B of the Code apply has been administered in compliance in all material respects with such sections.

ERISA. Except as set forth on Schedule 4.13, neither a material Reportable Event nor a failure by the Borrower or any Commonly Controlled Entity to make by its due date a required installment under Section 430(j(a) of the Code with respect to any Plan or the failure by any Plan to satisfy the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, whether or not waived has occurred during During the five-year period prior to the date on which this representation is made or deemed made made: (i) no Termination Event has occurred, and, to the best knowledge of the Credit Parties, no event or condition has occurred or exists as a result of which any Termination Event could reasonably be expected to occur, with respect to any Plan; (ii) no "accumulated funding deficiency," as such term is defined in Section 302 of ERISA and Section 412 of the Code, and whether or not waived, has occurred with respect to any Plan; (iii) each Plan has complied been maintained, operated, and funded in all compliance with its own terms and in material respects compliance with the applicable provisions of ERISA and ERISA, the Code. No termination of a Single Employer Plan has occurred, and any other applicable federal or state laws; and (iv) no Lien lien in favor of the PBGC or a Plan has arisen, during such five-year period. arisen or is reasonably likely to arise on account of any Plan. (b) The actuarial present value of all accrued benefits "benefit liabilities" under each all Single Employer Plan Plans (based on those determined within the meaning of Section 401(a)(2) of the Code, utilizing the actuarial assumptions used to fund such Plans) ), whether or not vested, did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the current value of the assets of all such Plan allocable to such accrued benefits by a material amount. Plans. (c) Neither the Borrower, any of the Subsidiaries of the Borrower nor any Commonly Controlled Entity ERISA Affiliate has had a complete or partial incurred, or, to the best knowledge of the Credit Parties, could be reasonably expected to incur, any withdrawal from liability under ERISA to any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability under ERISAMultiple Employer Plan. Neither the Borrower, and neither any of the Subsidiaries of the Borrower nor any Commonly Controlled Entity ERISA Affiliate would become subject to any material withdrawal liability under ERISA if the Borrower, any of the Subsidiaries of the Borrower or any such Commonly Controlled Entity ERISA Affiliate were to withdraw completely from all Multiemployer Plans and Multiple Employer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. No Neither the Borrower, any of the Subsidiaries of the Borrower nor any ERISA Affiliate has received any notification that any Multiemployer Plan is, or is expected to be, in Reorganization, Insolvent, or in “endangered” or “critical” status reorganization (within the meaning of Section 432 4241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA), or has been terminated (within the meaning of Title IV of ERISA), and no Multiemployer Plan is, to the best knowledge of the Code Credit Parties, reasonably expected to be in reorganization, insolvent, or terminated. (d) No prohibited transaction (within the meaning of Section 406 of ERISA or Section 305 4975 of ERISAthe Code) that or breach of fiduciary responsibility has resulted occurred with respect to a Plan which has subjected or could reasonably be expected to result in a material liability to may subject the Borrower, any of the Subsidiaries of the Borrower or any Commonly Controlled EntityERISA Affiliate to any liability under Sections 406, 409, 502(i), or 502(l) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which the Borrower, any of the Subsidiaries of the Borrower or any ERISA Affiliate has agreed or is required to indemnify any person against any such liability.

ERISA. Except as set forth on Schedule 4.13, neither would not result or reasonably be expected to result in a material Reportable Event nor a failure by the Borrower or any Commonly Controlled Entity to make by its due date a required installment under Section 430(jMaterial Adverse Effect: (a) of the Code with respect to any Plan or the failure by any Plan to satisfy the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, whether or not waived has occurred during During the five-year period prior to the date on which this representation is made or deemed made made: (i) no Termination Event has occurred, and, to the best knowledge of the Borrower, no event or condition has occurred or exists as a result of which any Termination Event would be reasonably expected to occur; (ii) no “accumulated funding deficiency,” as such term is defined in Section 302 of ERISA and Section 412 of the Code, whether or not waived, has occurred with respect to any Single Employer Plan, and ; (iii) each Plan has complied been maintained, operated, and funded in all material respects compliance with its terms and the applicable provisions of ERISA and ERISA, the Code. No termination of a Single Employer Plan has occurred, and any other applicable federal or state laws; and (iv) no Lien in favor of the PBGC or a Plan has arisen, during such five-year period. arisen or is reasonably likely to arise on account of any Plan. (b) The aggregate actuarial present value of all accrued accumulated plan benefits under each of all Single Employer Plan Plans (based on those determined utilizing the assumptions used to fund such Plansfor purposes of Statement of Financial Accounting Standards No. 35) did not, as of the last most recent valuation dates reflected in the Borrower’s annual valuation date prior to financial statements contained in the date on which this representation is made or deemed madeBorrower’s most recent Form 10-K, exceed the aggregate fair market value of the assets of all such Single Employer Plans, except as disclosed in the Borrower’s financial statements. (c) Neither the Borrower nor any ERISA Affiliate has incurred, or, to the best knowledge of the Borrower, is reasonably expected to incur, any withdrawal liability under ERISA to any Multiemployer Plan allocable to such accrued benefits by a material amountor Multiple Employer Plan. Neither the Borrower nor any Commonly Controlled Entity ERISA Affiliate has had a complete or partial withdrawal from received any notification that any Multiemployer Plan that has resulted or could reasonably be expected to result is in a material liability under ERISA, and neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. No Multiemployer Plan is, or is expected to be, in Reorganization, Insolvent, or in “endangered” or “critical” status reorganization (within the meaning of Section 432 4241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA), or has been terminated (within the meaning of Title IV of ERISA). (d) No prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code Code) or Section 305 breach of ERISA) that fiduciary responsibility has resulted occurred with respect to a Plan which has subjected or could would be reasonably be expected likely to result in a material liability to subject the Borrower or any Commonly Controlled EntityERISA Affiliate to any liability under Sections 406, 409, 502(i), or 502(l) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which the Borrower or any ERISA Affiliate has agreed or is required to indemnify any person against any such liability. (e) The aggregate actuarial present value of all accumulated post-retirement benefit obligations of the Borrower and the ERISA Affiliates (determined utilizing the assumptions used for purposes of Statement of Financial Accounting Standards No. 106) under Plans which are welfare benefit plans (as defined in Section 3(1) of ERISA), as of the most recent valuation dates reflected in the Borrower’s annual financial statements contained in the Borrower’s most recent form 10-K, are reflected on such financial statements in accordance with Statement of Financial Accounting Standards No. 106.

ERISA. Except as set forth on Schedule 4.13would not, neither individually or in the aggregate, reasonably be expected to result in a material Reportable Event nor Material Adverse Effect, (i) the present value of all vested benefit obligations under each “employee pension benefit plan” as such term is defined in Section 3(2) of ERISA, other than a failure Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by the Borrower or any Commonly Controlled Entity to make by its due date a required installment under Section 430(j) ERISA Affiliate of the Code with respect Borrower or to which the Borrower or any Plan or the failure by any Plan to satisfy the minimum funding standards (within the meaning of Section 412 ERISA Affiliate of the Code Borrower contributes or Section 302 of ERISA) applicable has an obligation to such contribute, or has any liability (each, a “Pension Plan”), whether or not waived has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code. No termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period. The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to for the date on which this representation is made or deemed madePension Plan, exceed the fair market value of the assets of such the Pension Plan allocable to such accrued benefits vested benefit obligations, as determined in accordance with the assumptions used for funding such Pension Plan pursuant to Sections 412 and 430 of the Code for the applicable plan year, (ii) no failure by a material amount. Neither the Borrower nor to meet the minimum funding standard set forth in Sections 302(a) or 303 of ERISA and Sections 412(a) and 430 of the Code has occurred with respect to any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability under ERISAPension Plan, and (iii) neither the Borrower nor any Commonly Controlled Entity would become ERISA Affiliate of the Borrower has withdrawn from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a “substantial employer” (as defined in Section 4001(a)(2) of ERISA), (iv) no Reportable Event has occurred with respect to any material liability Pension Plan, (v) no notice of intent to terminate a Pension Plan has been filed by the plan administrator under Section 4041 of ERISA, nor has any Pension Plan been terminated under Section 4041 of ERISA if and (vi) the Borrower or any such Commonly Controlled Entity were Pension Benefit Guaranty Corporation has not instituted proceedings to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. No Multiemployer Plan isterminate, or is expected appointed a trustee to beadminister, in Reorganizationa Pension Plan under Section 4042 of ERISA, Insolventand no event has occurred or condition exists which constitutes grounds under Section 4042 of ERISA for the termination of, or in “endangered” or “critical” status (within the meaning appointment of Section 432 of the Code or Section 305 of ERISA) that has resulted or could reasonably be expected a trustee to result in a material liability to the Borrower or administer, any Commonly Controlled EntityPension Plan.

ERISA. Except as set forth on Schedule 4.13, neither a material Reportable Event nor a failure by the Borrower or any Commonly Controlled Entity to make by its due date a required installment under Section 430(j(a) of the Code with respect to any Plan or the failure by any Plan to satisfy the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, whether or not waived has occurred during During the five-year period prior to the date on which this representation is made or deemed made made: (i) no ERISA Event has occurred, and, to the best knowledge of the Credit Parties, no event or condition has occurred or exists as a result of which any ERISA Event could reasonably be expected to occur, with respect to any Plan; (ii) no "accumulated funding deficiency," as such term is defined in Section 302 of ERISA and Section 412 of the Code, and whether or not waived, has occurred with respect to any Plan; (iii) each Plan has complied been maintained, operated, and funded in all compliance with its own terms and in material respects compliance with the applicable provisions of ERISA and ERISA, the Code. No termination of a Single Employer Plan has occurred, and any other applicable federal or state laws; and (iv) no Lien lien in favor of the PBGC or a Plan has arisen, during such five-year period. arisen or is reasonably likely to arise on account of any Plan. (b) The actuarial present value of all accrued benefits "benefit liabilities" (as defined in Section 4001(a)(16) of ERISA), whether or not vested, under each Single Employer Plan (based on those assumptions used to fund such Plans) did notPlan, as of the last annual valuation date prior to the date on which this representation is made or deemed mademade (determined, in each case, in accordance with Financial Accounting Standards Board Statement 87, utilizing the actuarial assumptions used in such Plan's most recent actuarial valuation report), did not exceed as of such valuation date the fair market value of the assets of such Plan allocable to such accrued benefits by a material amount. Plan. (c) Neither the Borrower any Consolidated Party nor any Commonly Controlled Entity ERISA Affiliate has had a complete or partial incurred, or, to the best knowledge of the Credit Parties, could be reasonably expected to incur, any withdrawal from liability under ERISA to any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability under ERISA, and neither the Borrower Multiple Employer Plan. Neither any Consolidated Party nor any Commonly Controlled Entity ERISA Affiliate would become subject to any material withdrawal liability under ERISA if the Borrower any Consolidated Party or any such Commonly Controlled Entity ERISA Affiliate were to withdraw completely from all Multiemployer Plans and Multiple Employer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. No Neither any Consolidated Party nor any ERISA Affiliate has received any notification that any Multiemployer Plan is, or is expected to be, in Reorganization, Insolvent, or in “endangered” or “critical” status reorganization (within the meaning of Section 432 4241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA), or has been terminated (within the meaning of Title IV of ERISA), and no Multiemployer Plan is, to the best knowledge of the Credit Parties, reasonably expected to be in reorganization, insolvent, or terminated. (d) No prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) or breach of fiduciary responsibility has occurred with respect to a Plan which has subjected or may subject any Consolidated Party or any ERISA Affiliate to any liability under Sections 406, 409, 502(i), or 502(l) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which any Consolidated Party or any ERISA Affiliate has agreed or is required to indemnify any Person against any such liability. (e) Neither any Consolidated Party nor any ERISA Affiliates has any material liability with respect to "expected post-retirement benefit obligations" within the meaning of the Financial Accounting Standards Board Statement 106. Each Plan which is a welfare plan (as defined in Section 3(1) of ERISA) to which Sections 601-609 of ERISA and Section 4980B of the Code apply has been administered in compliance in all material respects of such sections. (f) Neither the execution and delivery of this Credit Agreement nor the consummation of the financing transactions contemplated thereunder will involve any transaction which is subject to the prohibitions of Sections 404, 406 or 407 of ERISA or in connection with which a tax could be imposed pursuant to Section 305 4975 of the Code. The representation by the Credit Parties in the preceding sentence is made in reliance upon and subject to the accuracy of the Lenders' representation in Section 11.15 with respect to their source of funds and is subject, in the event that the source of the funds used by the Lenders in connection with this transaction is an insurance company's general asset account, to the application of Prohibited Transaction Class Exemption 95-60, 60 Fed. Reg. 35,925 (1995), compliance with the regulations issued under Section 401(c)(1)(A) of ERISA) that has resulted , or could reasonably be expected to result in a material liability the issuance of any other prohibited transaction exemption or similar relief, to the Borrower or any Commonly Controlled Entityeffect that assets in an insurance company's general asset account do not constitute assets of an "employee benefit plan" within the meaning of Section 3(3) of ERISA of a "plan" within the meaning of Section 4975(e)(1) of the Code.

ERISA. Except as set forth on Schedule 4.13as, neither in the aggregate, would not reasonably be expected to have a material Reportable Event nor a failure by the Borrower or any Commonly Controlled Entity to make by its due date a required installment under Section 430(jMaterial Adverse Effect: (a) of the Code with respect to any Plan or the failure by any Plan to satisfy the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, whether or not waived has occurred during the five-year period prior to the date on which this representation is made or deemed made made, (i) no Reportable Event or non-exempt Prohibited Transaction has occurred with respect to any Plan; (ii) no termination of a Single Employer Plan has occurred with respect to which the liability remains unsatisfied and no Lien in favor of the PBGC has arisen; (iii) there has been no failure to meet the minimum funding standards (within the meaning of Sections 412 or 430 of the Code or Section 302 of ERISA) with respect to any Single Employer Plan; and (iv) there has been no filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Single Employer Plan, no failure to make, by its due date, a required installment under Section 430(j) of the Code with respect to any Single Employer Plan, or failure by the Company or any Commonly Controlled Entity to make any required contribution to a Multiemployer Plan; (b) the Company, each of its Significant Subsidiaries and each Plan has complied Commonly Controlled Entity is in compliance in all material respects with the applicable provisions of ERISA and the Code. No termination of a Single Employer Plan has occurred, and no Lien in favor of Code relating to Plans; (c) the PBGC or a Plan has arisen, during such five-year period. The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Single Employer Plans) 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 Single Employer Plan allocable to such accrued benefits by and there has been no determination that any Single Employer Plan is, or is expected to be, in “at risk” status (within the meaning of Section 430(i)(4) of the Code or Section 303(i)(4) of ERISA); (d) neither the Company nor any Commonly Controlled Entity has received from the PBGC or a material amount. Neither plan administrator any notice relating to an intention to terminate any Single Employer Plan or to appoint a trustee to administer any Single Employer Plan under Section 4042 of ERISA; (e) neither the Borrower Company nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could would reasonably be expected to result in a material any liability under Section 4201 of ERISA, and ; (f) neither the Borrower Company nor any Commonly Controlled Entity would become subject to has received any material liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as notice of the valuation date most closely preceding the date on which this representation is made or deemed made. No a determination that a Multiemployer Plan is, or is expected to be, in Reorganization, Insolvent, Insolvent or in “endangered” or “critical” status (within the meaning of Section 432 432(b) of the Code or Section 305 305(b) of ERISA); and (g) that with respect to each Foreign Plan, there has resulted been no failure (i) to make or, if applicable, accrue in accordance with normal accounting practices, any employer or could reasonably employee contributions required by applicable law or by the terms of such Foreign Plan; (ii) to register, or loss of good standing, with applicable regulatory authorities of any such Foreign Plan required to be expected registered; or (iii) of any Foreign Plan to result in a comply with any material liability to provisions of applicable law and regulations or with the Borrower or any Commonly Controlled Entitymaterial terms of such Foreign Plan.

ERISA. Except With respect to any Plan that is maintained or contributed to by any Borrower and/or by any ERISA Affiliate or as set forth on Schedule 4.13to which any of the Borrowers retains material liability: (a) no “accumulated funding deficiency” as defined in Code §412 or ERISA §302 has occurred, neither a material whether or not that accumulated funding deficiency has been waived; (b) no Reportable Event nor a failure by the Borrower has occurred other than events for which reporting has been waived or that are unlikely to result in material liability for any Commonly Controlled Entity to make by its due date a required installment under Section 430(j) of the Code Borrowers; (c) no termination of any plan subject to Title IV of ERISA has occurred; (d) neither any Borrower nor any ERISA Affiliate has incurred a “complete withdrawal” within the meaning of ERISA §4203 from any Multi-employer Plan that is likely to result in material liability for one or more of the Borrowers; (e) neither any Borrower nor any ERISA Affiliate has incurred a “partial withdrawal” within the meaning of ERISA §4205 with respect to any Multi-employer Plan that is likely to result in material liability for one or more of the failure by any Borrowers; (f) no Multi-employer Plan to satisfy which any Borrower or any ERISA Affiliate has an obligation to contribute is to the minimum funding standards (knowledge of the Borrowers, in “reorganization” within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, whether or not waived ERISA §4241 nor has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to notice been received by any Plan, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code. No termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period. The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) 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 Plan allocable to such accrued benefits by a material amount. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability under ERISA, and neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower or any ERISA Affiliate that such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. No Multiemployer a Multi-employer Plan is, or is expected to be, in Reorganization, Insolvent, or will be placed in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA) that has resulted or could reasonably be expected to result in a material liability to the Borrower or any Commonly Controlled Entityreorganization.”

ERISA. Except as set forth on Schedule 4.13where the liability, individually or in the aggregate, which could reasonably be expected to result has not had or could not reasonably be expected to have a Material Adverse Effect: (i) neither a material Reportable Event nor a failure by the Borrower or any Commonly Controlled Entity to make by its due date a required installment under Section 430(j) of the Code with respect to any Plan or the failure by any Plan to satisfy the minimum an "accumulated funding standards deficiency" (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, whether or not waived has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Single Employer Plan, and ; (ii) each Plan (other than a Multiemployer Plan) has complied in all material respects with the applicable provisions of ERISA and the Code. No ; (iii) no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Single Employer Plan has arisenarisen and remains outstanding, during such five-year period. The ; (iv) the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) 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 Plan allocable to such accrued benefits by an amount which could reasonably be expected to have a material amount. Neither Material Adverse Effect; (v) none of the Borrower Credit Parties nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected Plan, and, to result in a material liability under ERISAthe best knowledge of the Credit Parties, and neither none of the Borrower Credit Parties nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower Credit Parties or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. No ; (vi) no such Multiemployer Plan is, is in Reorganization or is expected to be, Insolvent; and (vii) the present value (determined using actuarial and other assumptions which are reasonable in Reorganization, Insolvent, or in “endangered” or “critical” status (within the meaning of Section 432 respect of the Code or benefits provided and the employees participating) of the liability of the Credit Parties and each Commonly Controlled Entity for post retirement benefits to be provided to their current and former employees under Plans which are welfare benefit plans (as defined in Section 305 3(1) of ERISA) that has resulted or could reasonably be expected does not, in the aggregate, exceed the assets under all such Plans allocable to result in a material liability to the Borrower or any Commonly Controlled Entitysuch benefits.

ERISA. (i) Neither the Company nor any ERISA Affiliate has engaged in a non-exempt prohibited transaction (as defined in Section 4975 of the Code or Section 406 of ERISA). (ii) Except those items that would not, individually or in the aggregate, be material and adverse to the Company and its Subsidiaries taken as set forth on Schedule 4.13a whole, no Single-Employer Plan had an accumulated funding deficiency, whether or not waived, as of the last day of the most recent fiscal year of such Plan ended prior to the date hereof and neither a material Reportable Event the Company nor a failure by the Borrower or any Commonly Controlled Entity ERISA Affiliate is (A) required to make by its due date a required installment under give security to any Single-Employer Plan pursuant to Section 430(j401(a)(29) of the Code or Section 307 of ERISA, or (B) subject to a lien in favor of such a Plan under Section 302(f) of ERISA. (iii) Except those items that would not, individually or in the aggregate, be material to the Company and its Subsidiaries taken as a whole, no liability under Sections 4062, 4063, 4064 OR 4069 of ERISA has been or is expected by the Company to be incurred by the Company or any ERISA Affiliate with respect to any Single-Employer Plan and neither the Company nor any ERISA Affiliate has incurred or expects to incur any withdrawal liability with respect to any Plan which is a multiemployer plan (as defined in Section 4001(a)(3) of ERISA). (iv) Except those items that would not, individually or in the failure aggregate, be material to the Company and its Subsidiaries taken as a whole, under each Single-Employer Plan, as of the last day of the most recent plan year ended prior to the date hereof, the actuarially determined present value of all benefit liabilities (as determined on the basis of the actuarial assumptions contained in the Plan's most recent actuarial valuation) did not exceed the fair market value of the asset of such Plan by more than $1,000,000, and there has been no material change in the financial condition of the Plan since the last day of the most recent plan year. (v) Insofar as the representations and warranties of the Company and its ERISA Affiliates contained in clauses (i) and (ii) above relate to any Plan which is a multiemployer plan, such representations and warranties are made to satisfy the minimum best knowledge of the Company and its ERISA Affiliates. As used in this Section, (A) "accumulated funding standards (within deficiency" shall have the meaning of assigned to such term in Section 412 of the Code or and Section 302 of ERISA; (ii) applicable "multiemployer plan" and "plan year" shall have the respective meanings assigned to such Plan, whether or not waived has occurred during terms in Section 3 of ERISA; (C) "benefit liabilities" shall have the five-year period prior meaning assigned to such term in Section 4001 of ERISA; (D) "taxable period" shall have the date on which this representation is made or deemed made with respect meaning assigned to any Plan, and each Plan has complied such term in all material respects with the applicable provisions Section 4975 of ERISA and the Code. No termination of a Single Employer Plan has occurred, ; and no Lien in favor of (E) "withdrawal liability" shall have the PBGC or a Plan has arisen, during such five-year period. The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) 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 Plan allocable meaning assigned to such accrued benefits by a material amount. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result term in a material liability under ERISA, and neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as Part 1 of the valuation date most closely preceding the date on which this representation is made or deemed made. No Multiemployer Plan is, or is expected to be, in Reorganization, Insolvent, or in “endangered” or “critical” status (within the meaning Subtitle E of Section 432 of the Code or Section 305 Title IV of ERISA) that has resulted or could reasonably be expected to result in a material liability to the Borrower or any Commonly Controlled Entity.

ERISA. Except as set forth on Schedule 4.13as, in the aggregate, does not or would not reasonably be expected to result in a Material Adverse Effect: neither a material Reportable Event nor a failure by the Borrower or any Commonly Controlled Entity to make by its due date a required installment under Section 430(j) of the Code with respect to any Plan or the failure by any Plan to satisfy the minimum funding standards (within the meaning standard of Section 412 430 of the Code or Section 302 303 of ERISA) applicable to such Plan, whether or not waived waived, with respect to a Plan has occurred during the five-five year period prior to the date on which this representation is made or deemed made with respect to any Plan, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code. No ; no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period. The ; the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) 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 Plan allocable to such accrued benefits by a material amount. Neither benefits; neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected Plan; to result in a material liability under ERISAthe knowledge of the Borrower after due inquiry, and neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. No ; and to the knowledge of the Borrower after due inquiry, no Multiemployer Plan is, is in Reorganization or is expected to be, in Reorganization, Insolvent, or in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA) that has resulted or could reasonably be expected to result in a material liability to the Borrower or any Commonly Controlled Entity.

ERISA. Except in each case as set forth on Schedule 4.13could not reasonably be expected to result in a material liability to the Loan Parties, (a) neither a material Reportable Event nor a failure by the Borrower or any Commonly Controlled Entity to make by its due date a required installment under Section 430(j) of the Code with respect to any Plan or the failure by any Plan to satisfy the minimum an “accumulated funding standards deficiency” (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, whether or not waived has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan, and each Plan has complied in all material respects with the all applicable provisions of ERISA and the Code. No , (b) no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period. The , (c) the actuarial present value of all accrued benefits benefit liabilities under each Single Employer Plan (based on those assumptions that would be used to fund determine whether each such PlansSingle Employer 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 Plan allocable to such accrued benefits by a material amount. Neither benefits, (d) neither the Borrower Borrower, any other Loan Party nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability under ERISA, and neither the Borrower Borrower, any other Loan Party nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower or any such Commonly Controlled Entity Person were to withdraw completely from all Multiemployer Plans as of the most recent valuation date most closely preceding the date on for which this representation is made or deemed made. No each such Multiemployer Plan is, or is expected to be, in Reorganization, Insolvent, or in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA) that has resulted or could reasonably be expected to result in a material furnished data regarding potential withdrawal liability to the Borrower applicable Loan Party and (e) as of the Amended and Restated Effective Date, no such Multiemployer Plan is in Reorganization or any Commonly Controlled EntityInsolvent.

ERISA. (a) Except as set forth on Schedule 4.13would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect: (i) neither a material Reportable Event nor a failure by the Borrower or any Commonly Controlled Entity to make by its due date a required installment under Section 430(j) of the Code with respect to any Plan or the failure by any Plan to satisfy meet the minimum funding standards (within the meaning of Section 412 412(a) of the Code or Section 302 302(a)(2) of ERISA) applicable with respect to such Planperiods beginning on or after January 1, whether 2008 or not waived an “accumulated funding deficiency” (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Single Employer Plan, and each Single Employer Plan has complied in all material respects with the material applicable provisions of ERISA and the Code. No ; (ii) no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Single Employer Plan has arisenarisen on the assets of Holdings, the Borrower or any of its Restricted Subsidiaries, during such five-year period. The ; the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) 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 Single Employer Plan allocable to such accrued benefits by a material amount. Neither benefits; (iii) none of Holdings, the Borrower nor or any Commonly Controlled Entity of its Restricted Subsidiaries has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could would reasonably be expected to result in a material liability under ERISA; (iv) none of Holdings, and neither the Borrower nor or any Commonly Controlled Entity of its Restricted Subsidiaries would become subject to any material liability under ERISA if the Borrower or any such Commonly Controlled Entity Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made made; and (v) to the knowledge of Holdings, the Borrower or deemed made. No any of its Restricted Subsidiaries, no Multiemployer Plan isis in Reorganization or Insolvent. (b) Holdings, the Borrower and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or is expected the Code with respect to be, in Reorganization, Insolvent, or in “endangered” or “critical” status (any plan within the meaning of Section 432 3(2) of ERISA which is subject to Title IV of ERISA or Section 412 of the Code or Section 305 302 of ERISAERISA that is maintained by a Commonly Controlled Entity (other than Holdings, the Borrower and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that has resulted or could would reasonably be expected likely to have a Material Adverse Effect and result in a material liability to direct obligation of Holdings, the Borrower or any Commonly Controlled Entityof its Restricted Subsidiaries to pay money.

ERISA. Except as set forth on Schedule 4.13, neither Neither a material Reportable Event nor a failure by the Borrower or any Commonly Controlled Entity to make by its due date a required installment under Section 430(j) of the Code with respect to any Plan or the failure by any Plan to satisfy the “minimum funding standards standards” (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, each Plan (whether or not waived waived) has occurred during the five-year five‑year period prior to the date on which this representation is made or deemed made with respect to any Plan, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code. No ; (b) no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisenarisen and no determination has been made that a Plan is, or is expected to be, “at risk” (within the meaning of Section 430 of the Code or Section 303 of ERISA), during such five-year period. The ; (c) the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) 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 Plan allocable to such accrued benefits by a material amount. Neither ; (d) neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability under ERISA, and neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. No ; and (e) no such Multiemployer Plan is, or is expected to be, in Reorganization, Insolvent, or in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA) that has resulted or in Reorganization or Insolvent, except where, in each of clauses (a) through (e), such event or condition, together with all other events or conditions, could not reasonably be expected to result in have a material liability to the Borrower or any Commonly Controlled EntityMaterial Adverse Effect.

ERISA. (a) Except as set forth on Schedule 4.13would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: neither a material Reportable Event nor a failure by the Borrower or any Commonly Controlled Entity to make by its due date a required installment under Section 430(j) of the Code with respect to any Plan or the failure by any Plan to satisfy the minimum an “accumulated funding standards deficiency” (within the meaning of Section 412 412(a) of the Code or Section 302 302(a)(2) of ERISA) applicable to such Plan, whether or not waived has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code. No ; no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period. The ; the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) 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 Plan allocable to such accrued benefits by a material amount. Neither the Borrower benefits; neither Holdings nor any Commonly Controlled Entity of its Restricted Subsidiaries has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could would reasonably be expected to result in a material liability under ERISA, and ; neither the Borrower Holdings nor any Commonly Controlled Entity of its Restricted Subsidiaries would become subject to any material liability under ERISA if the Borrower Holdings or any such Commonly Controlled Entity Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. No ; and no Multiemployer Plan isis in Reorganization or Insolvent. (b) Holdings and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or is expected the Code with respect to be, in Reorganization, Insolvent, or in “endangered” or “critical” status (any plan within the meaning of Section 432 3(3) of ERISA which is subject to Title IV of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the Code or Section 305 sponsor of ERISA) such plan that has resulted or could would reasonably be expected likely to have a Material Adverse Effect and result in a material liability direct obligation of Holdings and its Restricted Subsidiaries to the Borrower or any Commonly Controlled Entitypay money.

ERISA. Except as set forth on Schedule 4.13, neither a Each Plan is in compliance in all material Reportable Event nor a failure by the Borrower or any Commonly Controlled Entity to make by respects with its due date a required installment under Section 430(j) terms and all applicable provisions of the Code ERISA. No Prohibited Transaction has occurred with respect to any Plan that could subject Borrower, any of its Subsidiaries, General Partner or any ERISA Affiliate to a tax or penalty imposed under Section 4975 of the failure by Code or Section 502(i) of ERISA in an amount that is in excess of Two Hundred Fifty Thousand Dollars ($250,000). Except as would not likely result in a Material Adverse Change either individually or in the aggregate, (i) no Reportable Event has occurred with respect to any Plan within the last six (6) years, (ii) no notice of intent to satisfy terminate a Plan has been filed nor has any Plan been terminated within the past five (5) years, (iii) no Multiemployer Plan has been determined to be in “endangered status” or “critical status”, (iv) none of Borrower, its Subsidiaries, General Partner or ERISA Affiliate has partially or completely withdrawn from a Multiemployer Plan or incurred any liability with respect to a Multiemployer Plan under Section 4201 of ERISA (or received notice under Section 4219 of ERISA of withdrawal liability with respect to Multiemployer Plan), (v) there has been no filing of a notice of insolvency or termination, or treatment of a plan amendment as termination, under 4041A of ERISA; to the knowledge of Borrower, there are no circumstances which constitute grounds under Section 4042 of ERISA entitling the PBGC to institute proceedings to terminate, or appoint a trustee to administer, a Plan, nor has the PBGC instituted any such proceedings, (vi) Borrower, its Subsidiaries, General Partner and the ERISA Affiliates have met the minimum funding standards (within the meaning requirements of Section 412 of the Code or and Section 302 of ERISA) applicable to such Plan, whether or not waived has occurred during the five-year period prior ERISA of each with respect to the date on which this representation is made or deemed made Plans of each and except as disclosed in the most recent General Partner’s Consolidated Financial Statements there was no Unfunded Current Liability with respect to any Plan, and Plan established or maintained by each Plan has complied in all material respects with the applicable provisions of ERISA and the Code. No termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period. The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior day of the most recent plan year of each Plan and (vii) Borrower, its Subsidiaries, General Partner and the ERISA Affiliates have not incurred any liability to the date on PBGC under ERISA (other than for the payment of premiums under Section 4007 of ERISA) which this representation is made or deemed made, exceed the value due and payable for more than 45 days and has not been reserved against. None of the assets of such Plan allocable to such accrued benefits by a material amount. Neither the Borrower nor its Subsidiaries or General Partner under this Agreement constitute “plan assets” of any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability under ERISA, and neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. No Multiemployer Plan is, or is expected to be, in Reorganization, Insolvent, or in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA) that has resulted or could reasonably be expected to result in a material liability to the Borrower or any Commonly Controlled EntityBenefit Plan.

ERISA. Except as set forth on Schedule 4.13, neither would not result in a material Reportable Event nor a failure by the Borrower or any Commonly Controlled Entity to make by its due date a required installment under Section 430(jMaterial Adverse Effect: (a) of the Code with respect to any Plan or the failure by any Plan to satisfy the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, whether or not waived has occurred during During the five-year period prior to the date on which this representation is made or deemed made made: (i) no Termination Event has occurred, and, to the best knowledge of Airgas, no event or condition has occurred or exists as a result of which any Termination Event could reasonably be expected to occur, with respect to any Plan, and each Plan has complied ; (ii) no "accumulated funding deficiency," as such term is defined in all material respects with the applicable provisions Section 302 of ERISA and Section 412 of the Code. No termination of a , whether or not waived, has occurred with respect to any Plan; (iii) each Single Employer Plan and, to the best knowledge of Airgas, each Multiemployer Plan has occurredbeen maintained, operated, and funded in compliance with its own terms and in material compliance with the provisions of ERISA, the Code, and any other applicable federal or state laws; and (iv) no Lien lien in favor of the PBGC or a Plan has arisen, during such five-year period. arisen or is reasonably likely to arise on account of any Plan. (b) The actuarial present value of all accrued benefits "benefit liabilities" under each all Single Employer Plan Plans (based on those determined within the meaning of Section 401(a)(2) of the Code, utilizing the actuarial assumptions used to fund such Plans) ), whether or not vested, did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the current value of the assets of all such Plan allocable Plans. (c) No Consolidated Party or any ERISA Affiliate has incurred, or, to such accrued benefits by a material amount. Neither the Borrower nor best knowledge of Airgas, could be reasonably expected to incur, any Commonly Controlled Entity has had a complete or partial withdrawal from liability under ERISA to any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability under ERISA, and neither the Borrower nor Multiple Employer Plan. No Consolidated Party or any Commonly Controlled Entity ERISA Affiliate would become subject to any material withdrawal liability under ERISA if the Borrower any Consolidated Party or any such Commonly Controlled Entity ERISA Affiliate were to withdraw completely from all Multiemployer Plans and Multiple Employer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. No Consolidated Party or any ERISA Affiliate has received any notification that any Multiemployer Plan is, or is expected to be, in Reorganization, Insolvent, or in “endangered” or “critical” status reorganization (within the meaning of Section 432 4241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA), or has been terminated (within the meaning of Title IV of ERISA), and no Multiemployer Plan is, to the best knowledge of Airgas, reasonably expected to be in reorganization, insolvent, or terminated. (d) No prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code Code) or breach of fiduciary responsibility has occurred with respect to a Plan which has subjected or may subject any Consolidated Party or any ERISA Affiliate to any liability under Sections 406, 409, 502(i), or 502(l) of ERISA or Section 305 4975 of ERISA) that has resulted the Code, or could reasonably be expected under any agreement or other instrument pursuant to result in a material liability to the Borrower which any Consolidated Party or any Commonly Controlled EntityERISA Affiliate has agreed or is required to indemnify any person against any such liability.

ERISA. Except as set forth on Schedule 4.13, neither Neither a material Reportable Event nor a failure by the Borrower or any Commonly Controlled Entity to make by its due date a required installment under Section 430(j) of the Code with respect to any Plan or the failure by any Plan to satisfy the minimum funding standards standard (within the meaning of Section Sections 412 and 430 of the Code or Section Sections 302 and 303 of ERISA) applicable to such Plan, whether or not waived has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Single Employer Plan, whether or not waived, which resulted in any material liability to any Group Member or Commonly Controlled Entity, and each Single Employer Plan has complied in all material respects with the applicable provisions of ERISA and the Code. No termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period. The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) 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 Plan allocable to such accrued benefits by a material amount. Neither the Borrower nor any No Group Member or Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could would reasonably be expected to result in a material liability under ERISA. No such Multiemployer Plan is Insolvent, or was determined to or expected to be in “critical” or “endangered” status under Section 432 of the Code or Section 305 of ERISA, and neither no Single Employer Plan was determined to or expected to be in “at risk” status as defined in Section 430 of the Borrower nor any Code or Section 303 of ERISA, and no Group Member or Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower any Group Member or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. No Multiemployer Plan is, or Group Member has any liability with respect to any employee benefit plan that is expected not subject to be, in Reorganization, Insolvent, or in “endangered” or “critical” status (within the meaning of Section 432 laws of the Code United States or Section 305 of ERISA) a political subdivision thereof that has resulted or could would reasonably be expected to result in a material liability to the Borrower or any Commonly Controlled EntityMaterial Adverse Effect.

ERISA. Except as set forth on Schedule 4.13as, neither in the aggregate, would not reasonably be expected to have a material Reportable Event nor a failure by the Borrower or any Commonly Controlled Entity to make by its due date a required installment under Section 430(j) of the Code with respect to any Plan or the failure by any Plan to satisfy the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such PlanMaterial Adverse Effect, whether or not waived has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan: (i) neither a Reportable Event nor a failure to satisfy the “minimum funding standards” (whether or not waived), within the meaning of Section 412 of the Code or Section 302 of ERISA has occurred, there has been no failure to make by its due date a required installment under Section 430(j) of the Code with respect to any Single Employer Plan and no Lien in favor of the PBGC with respect to a Single Employer Plan or in favor of a Single Employer Plan has arisen; (ii) each Single Employer Plan has complied in all material respects with the applicable provisions of ERISA and the Code. No ; (iii) there has been no determination that any Single Employer Plan is, or is expected to be, in “at risk” status (within the meaning of Title IV of ERISA); (iv) neither the Borrower nor any Commonly Controlled Entity has received a notice from the PBGC to terminate any Single Employer Plan under Section 4041 of ERISA or to have a trustee appointed for any Single Employer Plan under Section 4042 of ERISA; (v) no termination of a Single Employer Plan has occurred, occurred and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period. The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) 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 Plan allocable to such accrued benefits by a material amount. Neither benefits; (vi) neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could would reasonably be expected to result in a material liability under ERISA, and neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. No ; (vii) no Multiemployer Plan isto which the Borrower or any Commonly Controlled Entity contributes, or is expected obligated to be, in Reorganization, Insolventcontribute to, or in “endangered” the preceding five years had an obligation to contribute to, is Insolvent or “critical” status (in endangered or critical status, within the meaning of Section 432 of the Code or Section 305 or Title IV of ERISA; and (viii) that has resulted or could the Borrower is not and would not reasonably be expected to result in a material be subject to any liability with respect to the Borrower or any Commonly Controlled EntitySingle Employer Plan under Title IV of ERISA (other than premiums due and not delinquent).

ERISA. (a) Except as set forth on Schedule 4.13would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect: (i) neither a material Reportable Event nor a failure by the Borrower or any Commonly Controlled Entity to make by its due date a required installment under Section 430(j) of the Code with respect to any Plan or the failure by any Plan to satisfy meet the minimum funding standards (within the meaning of Section 412 412(a) of the Code or Section 302 302(a)(2) of ERISA) applicable with respect to such Planperiods beginning on or after April 1, whether 2010 or not waived an “accumulated funding deficiency” (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) has occurred during the five-five year period prior to the date on which this representation is made or deemed made with respect to any Single Employer Plan, and each Single Employer Plan has complied in all material respects with the applicable provisions of ERISA and the Code. No ; (ii) no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisenarisen on the assets of the Borrower or any of its Restricted Subsidiaries, during such five-year period. The ; the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) 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 Single Employer Plan allocable to such accrued benefits by a material amount. Neither benefits; (iii) none of the Borrower nor or any Commonly Controlled Entity of its Restricted Subsidiaries has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could would reasonably be expected to result in a material liability under ERISA, and neither ; (iv) none of the Borrower nor or any Commonly Controlled Entity of its Restricted Subsidiaries would become subject to any material liability under ERISA if the Borrower or any such Commonly Controlled Entity Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. No ; and (v) no Multiemployer Plan isis in Reorganization or Insolvent. (b) The Borrower and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or is expected the Code with respect to be, in Reorganization, Insolvent, or in “endangered” or “critical” status (any plan within the meaning of Section 432 3(3) of ERISA which is subject to Title IV of ERISA or Section 412 of the Code or Section 305 302 of ERISAERISA that is maintained by a Commonly Controlled Entity (other than the Borrower and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that has resulted or could would reasonably be expected likely to have a Material Adverse Effect and result in a material liability to direct obligation of the Borrower or any Commonly Controlled Entityof its Restricted Subsidiaries to pay money.

ERISA. Except as set forth on Schedule 4.13, neither would not result or be reasonably expected to result in a material Reportable Event nor a failure by the Borrower or any Commonly Controlled Entity to make by its due date a required installment under Section 430(jMaterial Adverse Effect: (a) of the Code with respect to any Plan or the failure by any Plan to satisfy the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, whether or not waived has occurred during During the five-year period prior to the date on which this representation is made or deemed made made: (i) no Termination Event has occurred, and, to the best knowledge of the Credit Parties, no event or condition has occurred or exists as a result of which any Termination Event could reasonably be expected to occur, with respect to any Plan; (ii) no "accumulated funding deficiency," as such term is defined in Section 302 of ERISA and Section 412 of the Code, and whether or not waived, has occurred with respect to any Plan; (iii) each Plan has complied been maintained, operated, and funded in all compliance with its own terms and in material respects compliance with the applicable provisions of ERISA and ERISA, the Code. No termination of a Single Employer Plan has occurred, and any other applicable federal or state laws; and (iv) no Lien lien in favor of or the PBGC or a Plan has arisen, during such five-year period. arisen or is reasonably likely to arise on account of any Plan. (b) The actuarial present value of all accrued benefits "benefit liabilities" under each Single Employer Plan (based on those determined within the meaning of Section 401(a)(2) of the Code, utilizing the actuarial assumptions used to fund such Plans) ), whether or not vested, did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the current value of the assets of such Plan allocable to such accrued benefits by a material amountliabilities. (c) Neither the Borrower, nor any of its Subsidiaries nor any ERISA Affiliate has incurred, or, to the best knowledge of the Credit Parties, are reasonably expected to incur, any withdrawal liability under ERISA to any Multiemployer Plan or Multiple Employer Plan. Neither the Borrower Borrower, any of its Subsidiaries nor any Commonly Controlled Entity ERISA Affiliate has had a complete or partial withdrawal from received any notification that any Multiemployer Plan that has resulted or could reasonably be expected to result is in a material liability under ERISA, and neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. No Multiemployer Plan is, or is expected to be, in Reorganization, Insolvent, or in “endangered” or “critical” status reorganization (within the meaning of Section 432 4241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA), or has been terminated (within the meaning of Title IV of ERISA), and no Multiemployer Plan is, to the best knowledge of the Code Credit Parties, reasonably expected to be in reorganization, insolvent, or terminated. (d) No prohibited transaction (within the meaning of Section 406 of ERISA or Section 305 4975 of ERISAthe Code) that or breach of fiduciary responsibility has resulted occurred with respect to a Plan which has subjected or could is reasonably be expected likely to result in a material liability to subject the Borrower or any Commonly Controlled Entityof its Subsidiaries or any ERISA Affiliate to any liability under Sections 406, 409, 502(i), or 502(l) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which the Borrower or any of its Subsidiaries or any ERISA Affiliate has agreed or is required to indemnify any person against any such liability. (e) The present value (determined using actuarial and other assumptions which are reasonable with respect to the benefits provided and the employees participating) of the liability of the Borrower and its Subsidiaries and each ERISA Affiliate for post-retirement welfare benefits to be provided to their current and former employees under Plans which are welfare benefit plans (as defined in Section 3(1) of ERISA), net of all assets under all such Plans allocable to such benefits, are reflected on the Financial Statements in accordance with FASB 106. (f) Each Plan which is a welfare plan (as defined in Section 3(1) of ERISA) to which Sections 601-609 of ERISA and Section 4980B of the Code apply has been administered in compliance in all material respects with such sections.

ERISA. Except as set forth on Schedule 4.13, neither a material Reportable Event nor a failure by the Borrower or any Commonly Controlled Entity to make by its due date a required installment under Section 430(j(a) of the Code with respect to any Plan or the failure by any Plan to satisfy the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, whether or not waived has occurred during During the five-year period prior to the date on which this representation is made or deemed made made: (i) no ERISA Event has occurred, and, to the best knowledge of the Credit Parties, no event or condition has occurred or exists as a result of which any ERISA Event could reasonably be expected to occur, with respect to any Plan; (ii) no "accumulated funding deficiency," as such term is defined in Section 302 of ERISA and Section 412 of the Code, and whether or not waived, has occurred with respect to any Plan; (iii) each Plan has complied been maintained, operated, and funded in all compliance with its own terms and in material respects compliance with the applicable provisions of ERISA and ERISA, the Code. No termination of a Single Employer Plan has occurred, and any other applicable federal or state laws; and (iv) no Lien lien in favor of the PBGC or a Plan has arisen, during such five-year period. arisen or is reasonably likely to arise on account of any Plan. (b) The actuarial present value of all accrued benefits "benefit liabilities" (as defined in Section 4001(a)(16) of ERISA), whether or not vested, under each Single Employer Plan (based on those assumptions used to fund such Plans) did notPlan, as of the last annual valuation date prior to the date on which this representation is made or deemed mademade (determined, in each case, in accordance with Financial Accounting Standards Board Statement 87, utilizing the actuarial assumptions used in such Plan's most recent actuarial valuation report), did not exceed as of such valuation date the fair market value of the assets of such Plan allocable to such accrued benefits by Plan. (c) Except as would not have a material amount. Neither the Borrower Material Adverse Effect, neither any Consolidated Party nor any Commonly Controlled Entity ERISA Affiliate has had a complete or partial incurred, or, to the best knowledge of the Credit Parties, could be reasonably expected to incur, any withdrawal from liability under ERISA to any Multiemployer Plan that has resulted or could reasonably be expected to result in Multiple Employer Plan. Except as would not have a material liability under ERISAMaterial Adverse Effect, and neither the Borrower any Consolidated Party nor any Commonly Controlled Entity ERISA Affiliate would become subject to any material withdrawal liability under ERISA if the Borrower any Consolidated Party or any such Commonly Controlled Entity ERISA Affiliate were to withdraw completely from all Multiemployer Plans and Multiple Employer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. No Neither any Consolidated Party nor any ERISA Affiliate has received any notification that any Multiemployer Plan is, or is expected to be, in Reorganization, Insolvent, or in “endangered” or “critical” status reorganization (within the meaning of Section 432 4241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA), or has been terminated (within the meaning of Title IV of ERISA), and no Multiemployer Plan is, to the best knowledge of the Credit Parties, reasonably expected to be in reorganization, insolvent, or terminated. (d) No prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) or breach of fiduciary responsibility has occurred with respect to a Plan which has subjected or may subject any Consolidated Party or any ERISA Affiliate to any liability under Sections 406, 409, 502(i), or 502(l) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which any Consolidated Party or any ERISA Affiliate has agreed or is required to indemnify any Person against any such liability. (e) Neither any Consolidated Party nor any ERISA Affiliate has any material liability with respect to "expected post-retirement benefit obligations" within the meaning of the Financial Accounting Standards Board Statement 106. Each Plan which is a welfare plan (as defined in Section 3(1) of ERISA) to which Sections 601-609 of ERISA and Section 4980B of the Code apply has been administered in compliance in all material respects of such sections. (f) Neither the execution and delivery of this Credit Agreement nor the consummation of the financing transactions contemplated thereunder will involve any transaction which is subject to the prohibitions of Sections 404, 406 or 407 of ERISA or in connection with which a tax could be imposed pursuant to Section 305 4975 of the Code. The representation by the Credit Parties in the preceding sentence is subject, in the event that the source of the funds used by the Lenders in connection with this transaction is an insurance company's general asset account, to the application of Prohibited Transaction Class Exemption 95-60, 60 Fed. Reg. 35,925 (1995), compliance with the regulations issued under Section 401(c)(1)(A) of ERISA) that has resulted , or could reasonably be expected to result in a material liability the issuance of any other prohibited transaction exemption or similar relief, to the Borrower or any Commonly Controlled Entityeffect that assets in an insurance company's general asset account do not constitute assets of an "employee benefit plan" within the meaning of Section 3(3) of ERISA of a "plan" within the meaning of Section 4975(e)(1) of the Code.

ERISA. (a) Except as set forth on Schedule 4.13would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: (i) neither a material Reportable Event nor a failure by the Borrower or any Commonly Controlled Entity to make by its due date a required installment under Section 430(j) of the Code with respect to any Plan or the failure by any Plan to satisfy meet the minimum funding standards (within the meaning of Section 412 412(a) of the Code or Section 302 302(a)(2) of ERISA) applicable with respect to such Planperiods beginning on or after January 1, whether 2008 or not waived an “accumulated funding deficiency” (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Single Employer Plan, and each Single Employer Plan has complied in all material respects with the applicable provisions of ERISA and the Code. No ; (ii) no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisenarisen on the assets of Holdings, the Borrower or any of its Restricted Subsidiaries, during such five-year period. The ; the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) 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 Single Employer Plan allocable to such accrued benefits by a material amount. Neither benefits; (iii) none of Holdings, the Borrower nor or any Commonly Controlled Entity of its Restricted Subsidiaries has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could would reasonably be expected to result in a material liability under ERISA; (iv) none of Holdings, and neither the Borrower nor or any Commonly Controlled Entity of its Restricted Subsidiaries would become subject to any material liability under ERISA if the Borrower or any such Commonly Controlled Entity Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. No ; and (v) no Multiemployer Plan isis in Reorganization or Insolvent. (b) Holdings, the Borrower and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or is expected the Code with respect to be, in Reorganization, Insolvent, or in “endangered” or “critical” status (any plan within the meaning of Section 432 3(3) of ERISA which is subject to Title IV of ERISA or Section 412 of the Code or Section 305 302 of ERISAERISA that is maintained by a Commonly Controlled Entity (other than Holdings, the Borrower and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that has resulted or could would reasonably be expected likely to have a Material Adverse Effect and result in a material liability to direct obligation of Holdings, the Borrower or any Commonly Controlled Entityof its Restricted Subsidiaries to pay money.

ERISA. Except as set forth on Schedule 4.13, neither would not have or be reasonably expected to have a material Reportable Event nor a failure by the Borrower or any Commonly Controlled Entity to make by its due date a required installment under Section 430(jMaterial Adverse Effect: (a) of the Code with respect to any Plan or the failure by any Plan to satisfy the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, whether or not waived has occurred during During the five-year period prior to the date on which this representation is made or deemed made made: (i) no Termination Event has occurred, and, to the knowledge of the Credit Parties, no event or condition has occurred or exists as a result of which any Termination Event could reasonably be expected to occur, with respect to any Plan; (ii) no "accumulated funding deficiency," as such term is defined in Section 302 of ERISA and Section 412 of the Code, and whether or not waived, has occurred with respect to any Plan; (iii) each Plan has complied been maintained, operated, and funded in all compliance with its own terms and in material respects compliance with the applicable provisions of ERISA and ERISA, the Code. No termination of a Single Employer Plan has occurred, and any other applicable federal or state laws; and (iv) no Lien lien in favor of the PBGC or a Plan has arisen, during such five-year period. arisen or is reasonably likely to arise on account of any Plan. (b) The actuarial present value of all accrued benefits "benefit liabilities" (within the meaning of Section 4001 of ERISA) under each Single Employer Plan (based on those determined utilizing the actuarial assumptions used to fund such Plans) ), whether or not vested, did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the fair market current value as of such date of the assets of such Plan allocable to such accrued benefits by a material amountliabilities. (c) Neither the Borrower, nor any of its Subsidiaries, nor any ERISA Affiliate has incurred, or, to the knowledge of such parties, are reasonably expected to incur, any withdrawal liability under ERISA to any Multiemployer Plan or Multiple Employer Plan. Neither the Borrower Borrower, nor any Commonly Controlled Entity of its Subsidiaries, nor any ERISA Affiliate has had a complete or partial withdrawal from received any notification pursuant to ERISA that any Multiemployer Plan that has resulted or could reasonably be expected to result is in a material liability under ERISA, and neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. No Multiemployer Plan is, or is expected to be, in Reorganization, Insolvent, or in “endangered” or “critical” status reorganization (within the meaning of Section 432 4241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA), or has been terminated (within the meaning of Title IV of ERISA), and, to the best knowledge of such parties, no Multiemployer Plan is reasonably expected to be in reorganization, insolvent, or terminated. (d) No nonexempt prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code Code) or Section 305 breach of ERISA) that fiduciary responsibility has resulted occurred with respect to a Plan which has subjected or could is reasonably be expected to result in a material liability to subject the Borrower or any Commonly Controlled Entityof its Subsidiaries or any ERISA Affiliate to any liability under Sections 406, 409, 502(i), or 502(l) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which the Borrower or any of its Subsidiaries or any ERISA Affiliate has agreed or is required to indemnify any person against any such liability. (e) The present value of the liability of the Borrower and its Subsidiaries and each ERISA Affiliate for post-retirement welfare benefits to be provided to their current and former employees under Plans which are welfare benefit plans (as defined in Section 3(1) of ERISA), net of all assets under all such Plans allocable to such benefits, are reflected on the Financial Statements in accordance with FASB 106. (f) Each Plan which is a welfare plan (as defined in Section 3(1) of ERISA) to which Sections 601-609 of ERISA and Section 4980B of the Code apply has been administered in material compliance with such sections.

ERISA. (a) Except as set forth on Schedule 4.13would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: neither a material Reportable Event nor a failure by the Borrower or any Commonly Controlled Entity to make by its due date a required installment under Section 430(j) of the Code with respect to any Plan or the failure by any Plan to satisfy the minimum an “accumulated funding standards deficiency” (within the meaning of Section 412 412(a) of the Code or Section 302 302(a)(2) of ERISA) applicable to such Plan, whether or not waived has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code. No ; no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period. The ; the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) 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 Plan allocable to such accrued benefits by a material amount. Neither benefits; none of Holdings, the Borrower nor or any Commonly Controlled Entity of its Restricted Subsidiaries has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could would reasonably be expected to result in a material liability under ERISA; none of Holdings, and neither the Borrower nor or any Commonly Controlled Entity of its Restricted Subsidiaries would become subject to any material liability under ERISA if the Borrower or any such Commonly Controlled Entity Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. No ; and no Multiemployer Plan isis in Reorganization or Insolvent nor has the PBGC or Holdings or any Commonly Controlled Entity or any Multiemployer Plan instituted proceedings or taken any other action during the five year period prior to the date on which this representation is made with respect to the withdrawal from, or is expected the termination, Reorganization or Insolvency of, any Plan. (b) Holdings, the Borrower and its Restricted Subsidiaries have not incurred, and do not reasonably expect to beincur, in Reorganization, Insolvent, any liability under ERISA or in “endangered” or “critical” status (the Code with respect to any plan within the meaning of Section 432 3(3) of ERISA which is subject to Title IV of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings, the Code or Section 305 Borrower and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of ERISA) being treated as a single employer under Title IV of ERISA with the sponsor of such plan that has resulted or could would reasonably be expected likely to have a Material Adverse Effect and result in a material liability to direct obligation of Holdings, the Borrower or any Commonly Controlled Entityof its Restricted Subsidiaries to pay money.

ERISA. Except as set forth on Schedule 4.13(A) No liability under Section 4062, neither a material Reportable Event nor a failure 4063, 4064, or 4069 of ERISA has been or is expected by the Borrower Seller to be incurred by the Seller or any Commonly Controlled Entity to make by its due date a required installment under Section 430(j) of the Code ERISA Affiliate thereof with respect to any Plan or the failure by any which is a Single-Employer Plan in an amount that could reasonably be expected to satisfy the minimum have a Material Adverse Effect. (B) No Plan which is a Single-Employer Plan had an accumulated funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plandeficiency, whether or not waived has occurred during waived, as of the five-last day of the most recent fiscal year period of such Plan ended prior to the date on which this representation hereof, except as would not result in a Material Adverse Effect. Neither Seller nor any ERISA Affiliate thereof is made or deemed made with respect (i) required to give security to any PlanPlan which is a Single-Employer Plan pursuant to Section 412(c)(4) of the Code, or (ii) subject to a lien in favor of such a Plan under Section 303(k) of ERISA. (C) Each Plan of the Seller and each Plan has complied its Subsidiaries and its ERISA Affiliates is in compliance in all material respects with the applicable provisions of ERISA and the Code. No termination , except where the failure to comply would not result in any Material Adverse Effect. (D) Neither Seller nor any of its Subsidiaries have incurred a Single Employer Plan has occurred, and no Lien in favor tax liability under Section 4975 of the PBGC Code or a penalty under Section 502(i) of ERISA in respect of any Plan which has arisennot been paid in full, during such five-year period. The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of except where the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets incurrence of such Plan allocable to such accrued benefits by tax or penalty would not result in a material amount. Material Adverse Effect. (E) Neither the Borrower Seller nor any Commonly Controlled Entity of its Subsidiaries or any ERISA Affiliate thereof has had incurred or reasonably expects to incur any withdrawal liability under Section 4201 of ERISA as a result of a complete or partial withdrawal from any a Multiemployer Plan which will result in withdrawal liability to the Seller and any of its Subsidiaries or any ERISA Affiliate thereof that has resulted or could reasonably be expected to result in have a material liability under ERISA, and neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. No Multiemployer Plan is, or is expected to be, in Reorganization, Insolvent, or in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA) that has resulted or could reasonably be expected to result in a material liability to the Borrower or any Commonly Controlled EntityMaterial Adverse Effect.

ERISA. Except as set forth on Schedule 4.13, neither (a) Neither a material Reportable Event nor a failure by the Borrower or any Commonly Controlled Entity to make by its due date a required installment under Section 430(j) of the Code with respect to any Plan or the failure by any Plan to satisfy the minimum an "accumulated funding standards deficiency" (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, whether or not waived has occurred during the five-year period prior to the date on which this representation is made or deemed made Closing Date with respect to any Plan, and as of the Closing Date each Plan has complied in all material respects with the applicable provisions of ERISA ERISA, the Code and the Codeall other applicable laws and regulations. No termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period. The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed madeClosing Date, exceed the value of the assets of such Plan allocable to such accrued benefits by a material amount. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability under ERISAERISA which could reasonably be expected to have a Material Adverse Effect. No such Multiemployer Plan is in Reorganization or Insolvent. (b) Favorable determination letters have been received prior to the Closing Date from the Internal Revenue Service with respect to each Plan which at such time is intended to comply with the provisions of Section 401(a) of the Code. Prior to the Closing Date, the ESOP received a favorable determination letter from the IRS that the ESOP is tax-qualified and tax exempt under Sections 401(a) and 501(a), respectively, of the Code and that the ESOP Component is an "employee stock ownership plan", within the meaning of Section 4975(e)(7) of the Code. (c) To Holdings' and the Borrower's knowledge, as of the Closing Date neither Holdings nor the Borrower nor any Commonly Controlled Entity would become subject to Entity, nor any material liability under ERISA if the Borrower trustee, administrator, or fiduciary of any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation Plans, has (i) engaged in a "prohibited transaction," as that term is made or deemed made. No Multiemployer Plan is, or is expected to be, defined in Reorganization, Insolvent, or in “endangered” or “critical” status (within the meaning of Section 432 4975 of the Code or Section 305 406 of ERISA) that has resulted , which could directly or could reasonably be expected to result in a material liability to indirectly subject the applicable Plan or trust or Holdings, the Borrower or any Commonly Controlled EntityEntity to any liability for a tax or penalty imposed by Section 4975 of the Code or Section 502(i) of ERISA, or (ii) committed a breach of its fiduciary duties (as defined in Section 404 of ERISA) which could directly or indirectly subject the applicable Plan or trust or Holdings, the Borrower, or any Commonly Controlled Entity to any liability under Section 502 of ERISA.

ERISA. Except as set forth on Schedule 4.13, neither a material No Reportable Event nor a failure by the Borrower or any Commonly Controlled Entity to make by its due date a required installment under Section 430(j) of the Code with respect to any Plan or the failure by any Plan to satisfy the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, whether or not waived has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan, each Plan has satisfied the applicable “minimum funding standard” and has had no “waived funding deficiency” (as such terms are defined in section 412 of the Code and section 302 of ERISA) during the five-year period prior to the date on which this representation is made or deemed made, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code. No “prohibited transaction” (and the transactions contemplated by this Agreement, will not constitute, or indirectly result in, a “prohibited transaction” within the meaning of section 4975 of the Code or section 406 of ERISA) has occurred, or is expected to occur, which has subjected, or could subject, the Mortgaged Properties, Borrower, or any officer, director or employee of the Borrower, or Trustee of any Single Employer Plan, administrator or other fiduciary to any tax or penalty on prohibited transactions imposed by either section 502 of ERISA or section 4975 of the Code or any other liability with respect thereto. No termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period. The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) 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 Plan allocable to such accrued benefits by a material amount. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability under ERISA, and neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw partially or completely from any or all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. No such Multiemployer Plan is, is in Reorganization or is expected to be, in Reorganization, Insolvent, or in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA) that has resulted or could reasonably be expected to result in a material liability to the Borrower or any Commonly Controlled Entity.

ERISA. Except as set forth on Schedule 4.13To the knowledge of Borrower, neither a material Reportable Event nor a failure by the Borrower or any Commonly Controlled Entity to make by its due date a required installment under Section 430(j) of the Code with respect to any Plan or the failure by any Plan to satisfy the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, whether or not waived has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan, and each Plan has complied is in compliance in all material respects with the its terms and all applicable provisions of ERISA and the Code. No termination of Neither a Single Employer Reportable Event nor a Prohibited Transaction has occurred with respect to any Plan has occurredthat, and no Lien in favor assuming the taxable period of the PBGC transaction expired as of the date hereof, could subject Borrower, General Partner or any ERISA Affiliate to a tax or penalty imposed under Section 4975 of the Code or Section 502(i) of ERISA in an amount that is in excess of $250,000; no Reportable Event has occurred with respect to any Plan within the last six (6) years; no notice of intent to terminate a Plan has arisenbeen filed nor has any Plan been terminated within the past five (5) years; Borrower is not aware of any circumstances which constitutes grounds under Section 4042 of ERISA entitling the PBGC to institute proceedings to terminate, during or appoint a trustee to administer, a Plan, nor has the PBGC instituted any such five-year period. The present value proceedings; Borrower, General Partner and the ERISA Affiliates have met the minimum funding requirements of all accrued benefits under Section 412 of the Code and Section 302 of ERISA of each Single Employer with respect to the Plans of each and except as disclosed in the General Partner’s Consolidated Financial Statements there was no Unfunded Current Liability with respect to any Plan (based on those assumptions used to fund such Plans) did not, established or maintained by each as of the last annual valuation date prior day of the most recent plan year of each Plan; and Borrower, General Partner and the ERISA Affiliates have not incurred any liability to the date on PBGC under ERISA (other than for the payment of premiums under Section 4007 of ERISA) which this representation is made due and payable for more than 45 days and has not been reserved against. Assuming that no portion of the assets used by Bank Parties in connection with the transactions contemplated by the Loan and the Loan Documents constitute assets of a “benefit plan investor” (as defined in Section 3(42) of ERISA) with respect to which Borrower, Guarantor or deemed madeany ERISA Affiliate is a “party in interest” (as defined in Section 3(14) of ERISA), exceed the value none of the assets of such Plan allocable to such accrued benefits by a material amount. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability under ERISABorrower, and neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower General Partner or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as ERISA Affiliate under this Agreement constitute “plan assets” of any “employee benefit plan” within the valuation date most closely preceding the date on which this representation is made meaning of ERISA or deemed made. No Multiemployer Plan is, or is expected to be, in Reorganization, Insolvent, or in of any “endangeredplan” or “critical” status (within the meaning of Section 432 4975(e)(1) of the Code Code, as interpreted by the Internal Revenue Service and the U.S. Department of Labor in rules, regulations, releases or Section 305 of ERISA) that has resulted bulletins or could reasonably be expected to result in a material liability to the Borrower or any Commonly Controlled Entityas interpreted under applicable case law.

ERISA. (a) Except as set forth on Schedule 4.13would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: neither a material Reportable Event nor a failure by the Borrower or any Commonly Controlled Entity to make by its due date a required installment under Section 430(j) of the Code with respect to any Plan or the failure by any Plan to satisfy the minimum an “accumulated funding standards deficiency” (within the meaning of Section 412 412(a) of the Code or Section 302 302(a)(2) of ERISA) applicable to such Plan, whether or not waived has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Single Employer Plan, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code. No ; no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Single Employer Plan has arisen, during such five-year period. The ; the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Single Employer Plans) 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 Single Employer Plan allocable to such accrued benefits by a material amount. Neither benefits; none of the Parent, the Borrower nor any Commonly Controlled Entity of its Restricted Subsidiaries has had (or reasonably expects to have) a complete or partial withdrawal from any Multiemployer Plan that has resulted or could would reasonably be expected to result in a material liability under ERISA, and neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if and, to the knowledge of the Parent and the Borrower, no Multiemployer Plan is in Reorganization or Insolvent. (b) the Parent, the Borrower and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. No Multiemployer Plan is, or is expected to be, in Reorganization, Insolvent, or in “endangered” or “critical” status (plan within the meaning of Section 432 3(3) of ERISA which is subject to Title IV of ERISA that is maintained by a Commonly Controlled Entity (other than the Code or Section 305 Parent, the Borrower and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of ERISA) being treated as a single employer under Title IV of ERISA with the sponsor of such plan that has resulted or could would reasonably be expected likely to have a Material Adverse Effect and result in a material liability to direct obligation of the Parent, the Borrower or any Commonly Controlled Entityand its Restricted Subsidiaries to pay money.

ERISA. Except as set forth on Schedule 4.13, neither Neither a material Reportable Event nor a failure by the Borrower or any Commonly Controlled Entity to make by its due date a required installment under Section 430(j) of the Code with respect to any Plan or the failure by any Plan to satisfy the minimum an “accumulated funding standards deficiency” (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, whether or not waived has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan other than a Multiemployer Plan, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code, where the liability could be reasonably expected to result could have a Material Adverse Effect; provided, however, that with respect to any Multiemployer Plan, such representation is made only to the knowledge of the Borrower. No termination of a Single Employer Plan pursuant to Section 4041(c) or 4042 of ERISA has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period. The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) 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 Plan allocable to such accrued benefits by a material amount. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected and to result in a material liability under ERISAthe knowledge of the Borrower, and neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. No Multiemployer Plan is, or is expected to be, in Reorganization, Insolvent, or in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA) that has resulted or made which liability could be reasonably be expected to result could have a Material Adverse Effect. No such Multiemployer Plan is in a material liability to the Borrower Reorganization or any Commonly Controlled EntityInsolvent.

ERISA. Except During the five-year period prior to the date on which this representation is made or deemed made, and except as set forth on Schedule 4.13would not reasonably be expected, neither individually or in the aggregate, to result in a material Reportable Event nor a failure by Material Adverse Effect to the Borrower or any Commonly Controlled Entity Entity: (a) each Plan has complied in all material respects with the applicable provisions of ERISA and the Code; (b) no Reportable Event or non-exempt Prohibited Transaction has occurred; (c) prior to the effective date of the PPA, no “accumulated funding deficiency” (within the meaning of Section 412 of the Code or Section 302 of ERISA), and on and after the effective date of the PPA, no failure to satisfy the minimum funding standards (within the meaning of Sections 412 or 430 of the Code or Section 302 of ERISA) with respect to any Plan, whether or not waived, has occurred; (d) there has been no filing pursuant to Section 412(c) of the Code or Section 302(c) ERISA of an application for a waiver of the minimum funding standard with respect to any Plan, no failure to make by its due date a required installment under Section 430(j) of the Code with respect to any Plan Plan, or the failure by Borrower or any Plan Commonly Controlled Entity to satisfy the minimum funding standards make a required contribution to a Multiemployer Plan; (within the meaning e) neither Borrower nor any Commonly Controlled Entity has incurred any liability under Title IV of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, whether or not waived has occurred during the five-year period prior to the date on which this representation is made or deemed made ERISA with respect to the termination of any Plan, and each Plan has complied in all material respects with including but not limited to the applicable provisions imposition of ERISA and the Code. No termination of a Single Employer Plan has occurred, and no any Lien in favor of the PBGC or a any Plan; (f) there has been no determination that any Plan has arisenis, during such five-year period. The present value or is expected to be, in “at risk” status within the meaning of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as Section 430 of the last annual valuation date prior to the date on which this representation is made Code or deemed made, exceed the value Section 303 of the assets of such Plan allocable to such accrued benefits by a material amount. Neither the ERISA; (g) neither Borrower nor any Commonly Controlled Entity has had received any notice from the PBGC or a complete plan administrator of any notice relating an intention to terminate any Plan or partial withdrawal from to appoint a trustee to administer any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability under Section 4042 of ERISA, and ; (h) neither the Borrower nor any Commonly Controlled Entity would become subject has incurred any liability with respect to the withdrawal or partial withdrawal from any material liability under ERISA if the Plan or Multiemployer Plan; and (i) neither Borrower or nor any such Commonly Controlled Entity were has received any notice, or sent any notice to withdraw completely from all any Multiemployer Plans as Plan, concerning the imposition of the valuation date most closely preceding the date on which this representation is made Withdrawal Liability or deemed made. No a determination that a Multiemployer Plan is, or is expected to be, in Reorganization, Insolvent, in Reorganization or in “endangered” endangered or “critical” critical status (within the meaning of Section 432 of the Code or Section 305 or Title IV of ERISA) that has resulted or could reasonably be expected to result in a material liability to the Borrower or any Commonly Controlled Entity.

ERISA. (a) Except as set forth on Schedule 4.13as, neither in the aggregate, could not reasonably be expected to have a material Reportable Material Adverse Effect: (i) no ERISA Event nor a failure by the Borrower or any Commonly Controlled Entity to make by its due date a required installment under Section 430(j) of the Code with respect to any Plan or the failure by any Plan to satisfy the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, whether or not waived has occurred during the fivethree-year period prior to the date on which this representation is made or deemed made with respect to any Plan, and each Plan has complied complied, and is in all material respects compliance, with its terms and the applicable provisions of ERISA and the Code. No ; (ii) no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Single Employer Plan has arisen, during such fivethree-year period. The ; (iii) except as described in Parent’s annual report on Form 10-K filed with the SEC, the present value of all accrued benefits under each benefit obligations of all underfunded Single Employer Plan Plans (based on those the assumptions used to fund such Plansfor purposes of applicable accounting standards) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, does not exceed the value of the assets of all such Plan allocable to such accrued benefits by a material amount. Neither the Borrower underfunded Single Employer Plans; (iv) neither Parent, Holdings, nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability under ERISA, and neither the Borrower nor any Commonly Controlled Entity ERISA Affiliate would become subject to any material liability under ERISA Withdrawal Liability if the Borrower Parent, Holdings, or any such Commonly Controlled Entity ERISA Affiliate were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. No ; and (v) none of Parent, Holdings, the Subsidiaries and the ERISA Affiliates has received any written notification that any Multiemployer Plan is, or is expected to be, in Reorganization, Insolvent, or in “endangered” or “critical” status status, or has been terminated (all within the meaning of Title IV of ERISA), or has knowledge that any Multiemployer Plan is reasonably expected to be Insolvent, in “endangered” or “critical” status, or terminated. (b) With respect to each employee benefit arrangement mandated by non-U.S. law (a “Foreign Benefit Arrangement”) and with respect to each employee benefit plan (within the meaning of Section 432 of the Code or Section 305 3(3) of ERISA, whether or not subject to ERISA) in each case maintained or contributed to by Parent, Holdings, the Subsidiaries or any ERISA Affiliate on behalf or for the benefit of employees located outside the U.S. and that has resulted or is not subject to U.S. law (a “Foreign Plan”), except as, in the aggregate, could not reasonably be expected to result have a Material Adverse Effect: (i) any employer and employer contributions required by applicable law or by the terms of such Foreign Benefit Arrangement or Foreign Plan to have been made by Parent or the Subsidiaries have been made, or, if applicable, accrued in a material liability to accordance with normal accounting practices; (ii) the Borrower accrued benefit obligations of each Foreign Plan that is maintained solely by Parent, Holdings, Borrower, any of their respective Subsidiaries or any Commonly Controlled EntityERISA Affiliate (based on those assumptions used to fund such Foreign Plan) with respect to all current and former participants do not exceed the assets of such Foreign Plan; (iii) each Foreign Plan that is required to be registered by Parent or the Subsidiaries has been registered and has been maintained in good standing with applicable regulatory authorities; and (iv) each Foreign Benefit Arrangement and Foreign Plan that in each case is maintained solely by Parent, Holdings, Borrower, any of their respective Subsidiaries or any ERISA Affiliate is in compliance (A) with all applicable provisions of law and all applicable regulations and published interpretations thereunder with respect to such Foreign Plan or Foreign Benefit Arrangement and (B) with the terms of such plan.

ERISA. Except as set forth on Schedule 4.13would not reasonably be expected to result in a Material Adverse Effect, (i) neither a material Reportable Event nor a failure by the Borrower or any Commonly Controlled Entity to make by its due date a required installment under Section 430(j) of the Code with respect to any Plan or the failure by any Plan to satisfy the minimum funding standards (within the meaning of Section Sections 412 or 430 of the Code or Section 302 303 of ERISA) applicable to such Plan), whether or not waived waived, has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Single Employer Plan, and each Single Employer Plan has complied in all material respects with the applicable provisions of ERISA and the Code. No ; (ii) no termination of a Single Employer Plan has occurredoccurred (other than a standard termination within the meaning of Section 4041(b) of ERISA), and no Lien on the assets or property of any Group Member or any Commonly Controlled Entity in favor of the PBGC or a Plan has arisen, during such five-year period. The present value of all accrued benefits under each ; (iii) there has been no determination that any Single Employer Plan is, or is expected to be, in “at risk” status (based on those assumptions used to fund such Planswithin the meaning of Section 430(i)(4) did not, as of the last annual valuation date prior Code or Section 303(i)(4) of ERISA), (iv) there has been no failure to the date on which this representation is made or deemed mademake, exceed the value by its due date, a required installment payment under Section 430(j) of the assets Code with respect to any Single Employer Plan nor any failure to make by its due date a required contribution to a Multiemployer Plan and (v) no Foreign Plan Event has occurred or is reasonably expected to occur. Except as would not reasonably be expected to result in a Material Adverse Effect, none of such Plan allocable to such accrued benefits by a material amount. Neither the Borrower Borrower, Subsidiaries nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability under ERISAPlan, and neither none of the Borrower Borrower, Subsidiaries nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower or any such Commonly Controlled Entity entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. No Except as would not reasonably be expected to result in a Material Adverse Effect, no Multiemployer Plan is, or is expected to be, in Reorganization, Insolvent, or in “endangered” or “critical” status (within the meaning of Section 432 432(b) of the Code or Section 305 305(b) of ERISA) that has resulted or could reasonably be expected to result in a material liability to the Borrower or any Commonly Controlled Entity).

ERISA. Except as set forth on Schedule 4.13, neither a material No Reportable Event nor a failure by the Borrower or any Commonly Controlled Entity to make by its due date a required installment under Section 430(j) of the Code with respect to any Plan or the failure by any Plan to satisfy the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, whether or not waived has occurred during the five-year period prior to the date on which this representation is made or deemed made five years with respect to any Plan, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code, except, in each case, to the extent that any such Reportable Event or failure to comply with the applicable provisions of ERISA or the Code could not reasonably be expected to result in a Material Adverse Effect. During the prior five years, there has been no (i) failure to make a required contribution to any Plan that would result in the imposition of an Adverse Claim or other encumbrance or the provision of security under Section 430 of the Code or Section 303 or 4068 of ERISA, or the arising of such an Adverse Claim; or (ii) “unpaid minimum required contribution” or “accumulated funding deficiency” (as defined or otherwise set forth in Section 4971 of the Code or Part 3 of Subtitle B of Title I of ERISA), whether or not waived, except, in each case, to the extent that such event could not reasonably be expected to result in a Material Adverse Effect. No termination of a Single Employer Plan has occurred, and no Lien Adverse Claim in favor of the PBGC or a Plan has arisen, during such the prior five-year periodyears. The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such PlansPlan) did not, as of the last annual valuation date for which a certified actuarial valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits by benefits, except as could not reasonably be expected to result in a material amountMaterial Adverse Effect. Neither the Borrower any PG&E Party nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan during the prior five years that has resulted or could reasonably be expected to result in a material liability under ERISA, and neither the Borrower any PG&E Party nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower any PG&E Party or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made, except as could not reasonably be expected to result in a Material Adverse Effect. No such Multiemployer Plan is, is in endangered or is expected to be, in Reorganization, Insolvent, or in “endangered” or “critical” critical status (within the meaning of Section 432 of the Code or Section 305 of ERISA) that has resulted or could reasonably be expected to result in a material liability to the Borrower or any Commonly Controlled EntityInsolvency.

ERISA. Except as a result of the Chapter 11 Events and Circumstances: (a) Except as set forth on Schedule 4.13, 5.13(a): (i) neither a material Reportable Event nor a failure by the Borrower or any Commonly Controlled Entity to make by its due date a required installment under Section 430(j) of the Code with respect to any Plan or the failure by any Plan to satisfy the minimum an “accumulated funding standards deficiency” (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, whether or not waived has occurred during the five-year period prior to the date on which this representation is made or deemed made Closing Date with respect to any Plan, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code. No ; (ii) no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period. The ; (iii) the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed madeClosing Date, exceed the value of the assets of such Plan allocable to such accrued benefits by a material amount. Neither ; and (iv) neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability under ERISA, and neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability liabilities under ERISA if which could reasonably be expected, individually or in the Borrower or any such Commonly Controlled Entity were aggregate, to withdraw completely from all Multiemployer Plans as have a Material Adverse Effect. To the knowledge of the valuation date most closely preceding the date on which this representation is made or deemed made. No Loan Parties, no such Multiemployer Plan isis in Reorganization or Insolvent. (b) Favorable determination or opinion letters have been received prior to the Closing Date from the Internal Revenue Service with respect to each Plan which at such time is intended to comply with the provisions of Section 401(a) of the Code. Prior to the Closing Date, or the ESOP received a favorable determination letter from the IRS that the ESOP is expected to betax-qualified and tax exempt under Sections 401(a) and 501(a), in Reorganizationrespectively, Insolventof the Code and that the ESOP Component is an “employee stock ownership plan”, or in “endangered” or “critical” status (within the meaning of Section 432 4975(e)(7) of the Code. To the knowledge of Holdings and the Borrower, as of the Closing Date each Plan (including, without limitation, the ESOP) complies in form and in operation with the requirements of Section 401(a) of the Code, the relevant provisions of ERISA, and any other applicable Laws, rules, and regulations required as of the date of this Agreement; provided, however, that to the extent that the Internal Revenue Service requires amendment of the ESOP as a condition for the issuance of a future favorable determination letter, the Borrower will cause the ESOP to be timely amended accordingly. (c) To the knowledge of the Loan Parties, as of the Closing Date, no Group Member nor any Commonly Controlled Entity, nor any trustee, administrator, or fiduciary of any of the Plans, has (i) engaged in a “prohibited transaction,” as that term is defined in Section 4975 of the Code or Section 305 406 of ERISA) that has resulted , which could directly or could reasonably be expected to result in a material liability to indirectly subject the applicable Plan or trust or Holdings, the Borrower or any Commonly Controlled EntityEntity to any liability for a Tax or penalty imposed by Section 4975 of the Code or Section 502(i) of ERISA, or (ii) committed a breach of its fiduciary duties (as defined in Section 404 of ERISA) which could directly or indirectly subject the applicable Plan or trust or Holdings, the Borrower, or any Commonly Controlled Entity to any liability under Section 502 of ERISA. (d) As of the Closing Date, the execution and performance of this Agreement and the consummation of the transactions contemplated by this Agreement do not (i) involve a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code for which there is no exemption under Section 408 of ERISA or Section 4975 of the Code, respectively; (ii) constitute a violation of the fiduciary responsibility standards imposed by Section 404 of ERISA; or (iii) adversely affect the qualified status of the ESOP under Sections 401(a) or 4975(e)(7) of the Code. (e) (i) As of the Closing Date, the ESOP Component is an “employee stock ownership plan” within the meaning of Section 4975(e)(7) of the Code and the ESOP is qualified under Section 401(a) of the Code; (ii) the ESOP has been duly established in accordance with and under applicable Law and the ESOP’s trust is a tax-exempt trust under Section 501(a) of the Code; (iii) the terms of the ESOP Documentation comply with the applicable provisions of Title I of ERISA and (iv) the shares of Capital Stock held by the ESOP Trust are “employer securities” within the meaning of Section 409(1) of the Code. (f) As of the Closing Date, Appvion Canada does not contribute to any defined benefit pension plan.

ERISA. Except as set forth on Schedule 4.13, neither disclosed and described in SCHEDULE 6.12 attached hereto or except as could not reasonably be expected to result in a material Reportable Event nor a failure by the Borrower or any Commonly Controlled Entity to make by its due date a required installment under Section 430(jMaterial Adverse Effect: (a) of the Code with respect to any Plan or the failure by any Plan to satisfy the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, whether or not waived has occurred during During the five-year period prior to the date on which this representation is made or deemed made made: (i) no ERISA Event has occurred, and, to the knowledge of the Executive Officers of the Credit Parties, no event or condition has occurred or exists as a result of which any ERISA Event could reasonably be expected to occur, with respect to any Plan; (ii) no "accumulated funding deficiency," as such term is defined in Section 302 of ERISA and Section 412 of the Code, and whether or not waived, has occurred with respect to any Plan; (iii) each Plan has complied been maintained, operated, and funded in all compliance with its own terms and in material respects compliance with the applicable provisions of ERISA and ERISA, the Code. No termination of a Single Employer Plan has occurred, and any other applicable Federal or state laws; and (iv) no Lien in favor of the PBGC or a Plan has arisen, during such five-year period. arisen or is reasonably likely to arise on account of any Plan (other than a Permitted Lien). (b) The actuarial present value of all accrued benefits "benefit liabilities" (as defined in Section 4001(a)(16) of ERISA), whether or not vested, under each Single Employer Plan (based on those assumptions used to fund such Plans) did notPlan, as of the last annual valuation date prior to the date on which this representation is made or deemed mademade (determined, in each case, in accordance with Financial Accounting Standards Board Statement 87, utilizing the actuarial assumptions used in such Plan's most recent actuarial valuation report), did not exceed as of such valuation date the fair market value of the assets of such Plan allocable to by such accrued benefits by a material amount. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or amount as could reasonably be expected to result in have a material liability under ERISA, and neither the Borrower Material Adverse Effect. (c) Neither any Consolidated Party nor any Commonly Controlled Entity would become subject to ERISA Affiliate has received any material liability under ERISA if the Borrower or notification that any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. No Multiemployer Plan is, or is expected to be, in Reorganization, Insolvent, or in “endangered” or “critical” status reorganization (within the meaning of Section 432 4241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA), or has been terminated (within the meaning of Title IV of ERISA), and no Multiemployer Plan is, to the knowledge of the Executive Officers of the Credit Parties, reasonably expected to be in reorganization, insolvent, or terminated. (d) No prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) or breach of fiduciary responsibility has occurred with respect to a Plan which has subjected or may subject any Consolidated Party or any ERISA Affiliate to any liability under Sections 406, 409, 502(i), or 502(l) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which any Consolidated Party or any ERISA Affiliate has agreed or is required to indemnify any Person against any such liability. (e) Neither any Consolidated Party nor any ERISA Affiliate has any material liability with respect to "expected post-retirement benefit obligations" within the meaning of the Financial Accounting Standards Board Statement 106. Each Plan which is a welfare plan (as defined in Section 3(1) of ERISA) to which Sections 601-609 of ERISA and Section 4980B of the Code or Section 305 apply has been administered in compliance in all material respects of ERISAsuch sections. (f) that has resulted or could reasonably be expected to result in a material liability Neither the execution and delivery of this Credit Agreement nor the consummation of the financing transactions contemplated thereunder will involve any transaction which is subject to the Borrower prohibitions of Sections 404, 406 or any Commonly Controlled Entity407 of ERISA or in connection with which a tax could be imposed pursuant to Section 4975 of the Code. The representation by the Credit Parties in the preceding sentence is made in reliance upon and subject to the accuracy of the Lenders' representation in Section 11.15 with respect to their source of funds.

ERISA. Except as set forth on Schedule 4.13(i) No liability under Section 4062, neither a material Reportable Event nor a failure 4063, 4064 or 4069 of ERISA has been or is expected by the Borrower Seller to be incurred by Seller or any Commonly Controlled Entity to make by its due date a required installment under Section 430(j) of the Code ERISA Affiliate thereof with respect to any Plan which is a Single-Employer Plan in an amount that could reasonably be expected to have a Material Adverse Effect. (ii) No Plan which is a Single-Employer Plan had an accumulated funding deficiency, whether or not waived, as of the failure by any [***] of the most recent fiscal year of such Plan ended prior to satisfy the minimum funding standards (within the meaning of date hereof, and no such plan which is subject to Section 412 of the Code failed to meet the requirements of Section 436 of the Code as of such [***]. Seller is not nor any ERISA Affiliate thereof is subject to a Lien in favor of such a Plan as described in Section 430(k) of the Code or Section 302 303(k) of ERISA. (iii) applicable to such Plan, whether or not waived has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan, Each Plan of Seller and each Plan has complied of its respective Subsidiaries and each of their ERISA Affiliates is in compliance in all material respects with the applicable provisions of ERISA and the Code. No termination , except where the failure to comply would not result in any Material Adverse Effect. (iv) Seller has not nor any of its Subsidiaries nor any ERISA Affiliate has incurred a Single Employer Plan has occurred, and no Lien in favor tax liability under Chapter 43 of the PBGC Code or a Plan penalty under Section 502(i) of ERISA which has arisennot been paid in full, during such five-year period. The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of except where the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets incurrence of such Plan allocable to such accrued benefits by tax or penalty would not result in a material amount. Neither the Borrower Material Adverse Effect. (v) Seller has not nor any Commonly Controlled Entity of its Subsidiaries nor any ERISA Affiliate thereof has had incurred or reasonably expects to incur any withdrawal liability under Section 4201 of ERISA as a result of a complete or partial withdrawal from any a Multiemployer Plan in an amount that has resulted or could reasonably be expected to result in have a material liability under ERISA, and neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. No Multiemployer Plan is, or is expected to be, in Reorganization, Insolvent, or in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA) that has resulted or could reasonably be expected to result in a material liability to the Borrower or any Commonly Controlled EntityMaterial Adverse Effect.

ERISA. Except as set forth on Schedule 4.13(a) No liability under Sections 4062, neither a material Reportable Event nor a failure 4063, 4064 or 4069 of ERISA has been or is expected by the Borrower to be incurred by the Borrower or any Commonly Controlled Entity to make by its due date a required installment under Section 430(j) of the Code ERISA Affiliate with respect to any Plan which is a Single-Employer Plan in an amount that could reasonably be expected to have a Material Adverse Effect. (b) No Plan which is a Single-Employer Plan had an accumulated funding deficiency, whether or not waived, as of the failure by last day of the most recent fiscal year of such Plan ended prior to the date hereof. Neither the Borrower nor any ERISA Affiliate is (A) required to give security to any Plan which is a Single-Employer Plan pursuant to satisfy the minimum funding standards (within the meaning of Section 412 401(a)(29) of the Code or Section 302 307 of ERISA, or (B) applicable subject to a Lien in favor of such Plana Plan under Section 302(f) of ERISA. (c) Each Plan of the Borrower, whether or not waived has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan, each of its Subsidiaries and each Plan has complied of its ERISA Affiliates is in compliance in all material respects with the applicable provisions of ERISA and the Code. No termination of a Single Employer Plan has occurred, and no Lien except where the failure to comply would not result in favor of the PBGC or a Plan has arisen, during such five-year period. The present value of all accrued benefits under each Single Employer Plan any Material Adverse Effect. (based on those assumptions used to fund such Plansd) 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 Plan allocable to such accrued benefits by a material amount. Neither the Borrower nor any Commonly Controlled Entity of its Subsidiaries has had incurred a tax liability under Section 4975 of the Code or a penalty under Section 502(i) of ERISA in respect of any Plan which has not been paid in full, except where the incurrence of such tax or penalty would not result in a Material Adverse Effect. (e) None of the Borrower, any of its Subsidiaries or any ERISA Affiliate has incurred or reasonably expects to incur any Withdrawal Liability under Section 4201 of ERISA as a result of a complete or partial withdrawal from any a Multiemployer Plan which will result in Withdrawal Liability to the Borrower, any of its Subsidiaries or any ERISA Affiliate in an amount that has resulted or could reasonably be expected to result in have a material liability under ERISA, and neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. No Multiemployer Plan is, or is expected to be, in Reorganization, Insolvent, or in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA) that has resulted or could reasonably be expected to result in a material liability to the Borrower or any Commonly Controlled EntityMaterial Adverse Effect.

ERISA. Except as set forth on Schedule 4.13, neither Neither a material Reportable Event nor a failure by the Borrower or any Commonly Controlled Entity to make by its due date a required installment under Section 430(j) of the Code with respect to any Plan or the failure by any Plan to satisfy the “minimum funding standards standards” (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, each Plan (whether or not waived waived) has occurred during the five-year five‑year period prior to the date on which this representation is made or deemed made with respect to any Plan, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code. No ; (b) no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisenarisen and no determination has been made that a Plan is, or is expected to be, “at risk” (within the meaning of Section 430 of the Code or Section 303 of ERISA), during such five-year period. The ; (c) the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) 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 Plan allocable to such accrued benefits by a material amount. Neither ; (d) neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability under ERISA, and neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. No ; and (e) no such Multiemployer Plan is, or is expected to be, in Reorganization, Insolvent, or in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA) that has resulted or Insolvent, except where, in each of clauses (a) through (e), such event or condition, together with all other events or conditions, could not reasonably be expected to result in have a material liability to the Borrower or any Commonly Controlled EntityMaterial Adverse Effect.

ERISA. Except as set forth on Schedule 4.13is not reasonably likely to have a Material Adverse Effect: (a) (i) No ERISA Event has occurred, neither a material Reportable Event nor a failure by and, to the Borrower or any Commonly Controlled Entity to make by its due date a required installment under Section 430(j) best knowledge of the Code Loan Parties, no event or condition has occurred or exists as a result of which any ERISA Event could reasonably be expected to occur, with respect to any Plan; (ii) no “accumulated funding deficiency,” as such term is defined in Section 302 of ERISA and Section 412 of the Code, whether or not waived, has occurred with respect to any Plan (other than a Multiemployer Plan) and no application for a funding waiver or the failure by an extension of any Plan amortization period pursuant to satisfy the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, whether or not waived has occurred during the five-year period prior to the date on which this representation is made or deemed been made with respect to any Plan (other than a Multiemployer Plan); (iii) each Plan (other than a Multiemployer Plan) has been maintained, operated, and funded in compliance with its own terms and in material compliance with the provisions of ERISA, the Code, and any other applicable federal or state laws; (iv) each Plan (other than a Multiemployer Plan) that is intended to qualify under Section 401(a) of the Code has complied in all material respects received a favorable determination letter from the Internal Revenue Service or an application for such a letter is currently being processed by the Internal Revenue Service with respect thereto and, to the applicable provisions best knowledge of ERISA and the Code. No termination of a Single Employer Plan Loan Parties, nothing has occurredoccurred that would prevent, or cause the loss of, such qualification, and (v) no Lien lien in favor of the PBGC or a Plan has arisen, during such five-year period. arisen or is reasonably likely to arise on account of any Plan. (b) The actuarial present value of all accrued benefits “benefit liabilities” (as defined in Section 4001(a)(16) of ERISA), whether or not vested, under each Single Employer Plan (based on those assumptions used to fund such Plans) did notPlan, as of the last annual valuation date prior to the date on which this representation is made or deemed mademade (determined, in each case, in accordance with Financial Accounting Standards Board Statement No. 87, utilizing the actuarial assumptions used in such Plan’s most recent actuarial valuation report), did not exceed as of such valuation date the fair market value of the assets of such Plan allocable allocated to such accrued benefits by a material amount. Neither liabilities. (c) No member of the Borrower Consolidated Group nor any Commonly Controlled Entity ERISA Affiliate has had a complete incurred, or, to the best knowledge of the Loan Parties, could be reasonably expected to incur, any liability under Title IV of ERISA (other than the obligation to pay PBGC premiums in accordance with Subtitle A thereof) with respect to any Single Employer Plan, or partial any withdrawal from liability under ERISA to any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability under ERISA, and neither Multiple Employer Plan. No member of the Borrower Consolidated Group nor any Commonly Controlled Entity ERISA Affiliate would become subject to any material withdrawal liability under ERISA if any member of the Borrower Consolidated Group or any such Commonly Controlled Entity ERISA Affiliate were to withdraw completely from all Multiemployer Plans and Multiple Employer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. No member of the Consolidated Group nor any ERISA Affiliate has received any notification that any Multiemployer Plan is, or is expected to be, in Reorganization, Insolvent, or in “endangered” or “critical” status reorganization (within the meaning of Section 432 4241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA), or has been terminated (within the meaning of Title IV of ERISA), and no Multiemployer Plan is, to the best knowledge of the Loan Parties, reasonably expected to be in reorganization, insolvent, or terminated. No member of the Consolidated Group nor any ERISA Affiliate has engaged in a transaction that could be subject to Sections 4069 or 4212(c) of ERISA. (d) No prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) or breach of fiduciary responsibility has occurred with respect to a Plan that has subjected or may subject any member of the Consolidated Group or any ERISA Affiliate to any liability under Sections 406, 409, 502(i), or 502(l) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which any member of the Consolidated Group or any ERISA Affiliate has agreed or is required to indemnify any person against any such liability. There are no pending, or to the best knowledge of the Loan Parties, threatened claims, actions, or lawsuits, or action by any Governmental Authority, with respect to any Plan. (e) No member of the Consolidated Group nor any ERISA Affiliate has any material liability with respect to “expected post-retirement benefit obligations” within the meaning of the Financial Accounting Standards Board Statement No. 106. Each Plan that is a welfare plan (as defined in Section 3(1) of ERISA) to which Sections 601-609 of ERISA and Section 4980B of the Code or Section 305 of ERISA) that apply has resulted or could reasonably be expected to result been administered in a compliance in all material liability to the Borrower or any Commonly Controlled Entityrespects with such sections.

ERISA. Except as set forth on Schedule 4.13, neither would not result in a material Reportable Event nor a failure by the Borrower or any Commonly Controlled Entity to make by its due date a required installment under Section 430(jMaterial Adverse Effect: (a) of the Code with respect to any Plan or the failure by any Plan to satisfy the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, whether or not waived has occurred during During the five-year period prior to the date on which this representation is made or deemed made made: (i) no ERISA Event has occurred, and, to the best knowledge of the Borrower, no event or condition has occurred or exists as a result of which any ERISA Event could reasonably be expected to occur, with respect to any Plan, and each Plan has complied ; (ii) no "accumulated funding deficiency," as such term is defined in all material respects with the applicable provisions Section 302 of ERISA and Section 412 of the Code. No termination of a , whether or not waived, has occurred with respect to any Plan; (iii) each Single Employer Plan and, to the best knowledge of the Borrower, each Multiemployer Plan has occurredbeen maintained, operated, and funded in compliance with its own terms and in material compliance with the provisions of ERISA, the Code, and any other applicable federal or state laws; and (iv) no Lien lien in favor of the PBGC or a Plan has arisen, during such five-year period. arisen or is reasonably likely to arise on account of any Plan. (b) The actuarial present value of all accrued benefits "benefit liabilities" (as defined in Section 4001(a)(16) of ERISA), whether or not vested, under each Single Employer Plan (based on those assumptions used to fund such Plans) did notPlan, as of the last annual valuation date prior to the date on which this representation is made or deemed mademade (determined, in each case, utilizing the actuarial assumptions used in such Plan’s most recent actuarial valuation report), did not exceed as of such valuation date the fair market value of the assets of such Plan allocable to such accrued benefits by a material amount. Plan. (c) Neither the Borrower, any of the Subsidiaries of the Borrower nor any Commonly Controlled Entity ERISA Affiliate has had a complete or partial incurred, or, to the best knowledge of the Borrower, could be reasonably expected to incur, any withdrawal from liability under ERISA to any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability under ERISAMultiple Employer Plan. Neither the Borrower, and neither any of the Subsidiaries of the Borrower nor any Commonly Controlled Entity ERISA Affiliate would become subject to any material withdrawal liability under ERISA if the Borrower, any of the Subsidiaries of the Borrower or any such Commonly Controlled Entity ERISA Affiliate were to withdraw completely from all Multiemployer Plans and Multiple Employer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. No Neither the Borrower, any of the Subsidiaries of the Borrower nor any ERISA Affiliate has received any notification that any Multiemployer Plan is, or is expected to be, in Reorganization, Insolvent, or in “endangered” or “critical” status reorganization (within the meaning of Section 432 4241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA), or has been terminated (within the meaning of Title IV of ERISA), and no Multiemployer Plan is, to the best knowledge of the Code Borrower, reasonably expected to be in reorganization, insolvent, or terminated. (d) No prohibited transaction (within the meaning of Section 406 of ERISA or Section 305 4975 of ERISAthe Code) that or breach of fiduciary responsibility has resulted occurred with respect to a Plan which has subjected or could reasonably be expected to result in a material liability to may subject the Borrower, any of the Subsidiaries of the Borrower or any Commonly Controlled EntityERISA Affiliate to any liability under any of Section 406, 409, 502(i), or 502(l) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which the Borrower, any of the Subsidiaries of the Borrower or any ERISA Affiliate has agreed or is required to indemnify any person against any such liability. (e) Neither the Borrower, any Subsidiary of the Borrower nor any ERISA Affiliates has any material liability with respect to "expected post-retirement benefit obligations" within the meaning of the Financial Accounting Standards Board Statement 106. (f) Neither the execution and delivery of this Credit Agreement nor the consummation of the financing transactions contemplated thereunder will involve any transaction which is subject to the prohibitions of any of Section 404, 406 or 407 of ERISA or in connection with which a tax could be imposed pursuant to Section 4975 of the Code. The representation by the Borrower in the preceding sentence is made in reliance upon and subject to the accuracy of the Lenders’ representation in Section 10.15 with respect to their source of funds and is subject, in the event that the source of the funds used by the Lenders in connection with this transaction is an insurance company’s general asset account, to the application of Prohibited Transaction Class Exemption 95-60, 60 Fed. Reg. 35,925 (1995), compliance with the regulations issued under Section 401(c)(1)(A) of ERISA, or the issuance of any other prohibited transaction exemption or similar relief, to the effect that assets in an insurance company’s general asset account do not constitute assets of an "employee benefit plan" within the meaning of Section 3(3) of ERISA of a "plan" within the meaning of Section 4975(e)(1) of the Code.

ERISA. Except as set forth on Schedule 4.13, neither could not reasonably be expected to have a material Reportable Event nor a failure by Material Adverse Effect: (a) To the Borrower or any Commonly Controlled Entity to make by its due date a required installment under Section 430(j) knowledge of the Code with respect to any Plan or the failure by any Plan to satisfy the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such PlanCredit Parties, whether or not waived has occurred during the five-year period prior to the date on which this representation is made or deemed made made: (i) no ERISA Event has occurred and no event or condition has occurred or exists as a result of which any ERISA Event could reasonably be expected to occur, with respect to any Plan; (ii) no "accumulated funding deficiency," as such term is defined in Section 302 of ERISA and Section 412 of the Code, and whether or not waived, has occurred with respect to any Plan; (iii) each Plan has complied been maintained, operated, and funded in all compliance with its own terms and in material respects compliance with the applicable provisions of ERISA and ERISA, the Code. No termination of a Single Employer Plan has occurred, and any other applicable federal or state laws; and (iv) no Lien lien in favor of the PBGC or a Plan has arisen, during such five-year period. arisen or is reasonably likely to arise on account of any Plan. (b) The actuarial present value of all accrued benefits "benefit liabilities" (as defined in Section 4001(a)(16) of ERISA), whether or not vested, under each Single Employer Plan (based on those assumptions used to fund such Plans) did notPlan, as of the last annual valuation date prior to the date on which this representation is made or deemed mademade (determined, in each case, in accordance with Financial Accounting Standards Board Statement 87, utilizing the actuarial assumptions used in such Plan's most recent actuarial valuation report), did not exceed as of such valuation date the fair market value of the assets of such Plan allocable to such accrued benefits by a material amount. Neither Plan. (c) No member of the Borrower Consolidated Group nor any Commonly Controlled Entity ERISA Affiliate has had a complete or partial incurred, or, to the best knowledge of the Credit Parties, could be reasonably expected to incur, any withdrawal from liability under ERISA to any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability under ERISA, and neither Multiple Employer Plan. No member of the Borrower Consolidated Group nor any Commonly Controlled Entity ERISA Affiliate would become subject to any material withdrawal liability under ERISA if any member of the Borrower Consolidated Group or any such Commonly Controlled Entity ERISA Affiliate were to withdraw completely from all Multiemployer Plans and Multiple Employer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. No member of the Consolidated Group nor any ERISA Affiliate has received any notification that any Multiemployer Plan is, or is expected to be, in Reorganization, Insolvent, or in “endangered” or “critical” status reorganization (within the meaning of Section 432 4241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA), or has been terminated (within the meaning of Title IV of ERISA), and no Multiemployer Plan is, to the best knowledge of the Credit Parties, reasonably expected to be in reorganization, insolvent, or terminated. (d) No prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) or breach of fiduciary responsibility has occurred with respect to a Plan which has subjected or may subject any member of the Consolidated Group or any ERISA Affiliate to any liability under Sections 406, 409, 502(i), or 502(l) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which any member of the Consolidated Group or any ERISA Affiliate has agreed or is required to indemnify any person against any such liability. (e) No member of the Consolidated Group nor any ERISA Affiliates has any material liability with respect to "expected post-retirement benefit obligations" within the meaning of the Financial Accounting Standards Board Statement 106. Each Plan which is a welfare plan (as defined in Section 3(1) of ERISA) to which Sections 601-609 of ERISA and Section 4980B of the Code or Section 305 apply has been administered in compliance in all material respects of ERISA) that has resulted or could reasonably be expected to result in a material liability to the Borrower or any Commonly Controlled Entitysuch sections.

ERISA. Except as set forth on Schedule 4.13, neither a material Reportable Event nor a failure by the Borrower or any Commonly Controlled Entity to make by its due date a required installment under Section 430(j(a) of the Code with respect to any Plan or the failure by any Plan to satisfy the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, whether or not waived has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan, and each Each Plan has complied in all material respects with the ----- applicable provisions of ERISA and the Code, except to the extent that failure to so comply would not have a Material Adverse Effect. No termination of a prohibited transaction or accumulated funding deficiency (each as defined in subsection 7.1(h)) or Reportable Event has occurred with respect to any Single Employer Plan has occurredwhich would have a Material Adverse Effect, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period. except as disclosed on Schedule 3.10. (b) The present value of all accrued benefits under each Single Employer Plan maintained by the Borrower or a Commonly Controlled Entity (based on those assumptions used to fund such the Plans) ), as calculated on a termination basis, did not, as of the last annual valuation date prior to the date on which this representation is made or deemed madedate, exceed the value of the assets of such Plan the Plans allocable to such accrued benefits by an amount which exceeds $500,000 or which would have a material amount. Material Adverse Effect. (c) Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted for which any liability remains unsatisfied which would exceed $500,000 or could reasonably be expected to result which, together with liabilities referred in subsections (b) and (d) hereof, would exceed $500,000 or which in either event would have a material liability under ERISAMaterial Adverse Effect, and neither the Borrower nor any Commonly Controlled Entity would become subject under ERISA to any material liability under ERISA which would exceed $500,000 or which, together with other liabilities referred in subsections (b) and (d) hereof or this subsection (c), would exceed $500,000 or which in either event would have a Material Adverse Effect if any of the Borrower or any such Commonly Controlled Entity were to withdraw completely from all any Multiemployer Plans Plan as of the valuation date most closely preceding the date on which this representation is made or deemed made. No Multiemployer Plan is, or is expected to be, in Reorganization, Insolvent, or in “endangered” or “critical” status (within To the meaning of Section 432 best of the Code or Borrower's knowledge, such Multiemployer Plans are neither in Reorganization as defined in Section 305 4241 of ERISA nor Insolvent. (d) The present value (determined using actuarial and other assumptions which are reasonable in respect of the benefits provided and the employees participating) of the liability of the Borrower and each Commonly Controlled Entity for post-retirement benefits to be provided to their current and former employees under Plans which are welfare benefit plans (as defined in Section 3(1) of ERISA) that has resulted does not, in the aggregate, exceed the assets under all such Plans allocable to such benefits by an amount which exceeds $500,000 or could reasonably be expected to result which, together with liabilities referred in subsections (b) and (c) hereof, exceeds $500,000 or which in either event would have a material liability to the Borrower or any Commonly Controlled EntityMaterial Adverse Effect.

ERISA. Except as set forth as, in the aggregate, would not reasonably be expected to have a Material Adverse Effect: (a) during the five-year period prior to the date on Schedule 4.13which this representation is made or deemed made, neither a material (i) no Reportable Event nor or non-exempt Prohibited Transaction has occurred with respect to any Plan; (ii) no termination of a Single Employer Plan has occurred with respect to which the liability remains unsatisfied and no Lien in favor of the PBGC has arisen; (iii) there has been no failure by to meet the Borrower minimum funding standards (within the meaning of Sections 412 or 430 of the Code or Section 302 of ERISA with respect to any Commonly Controlled Entity Single Employer Plan; and (iv) there has been no filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Single Employer Plan, no failure to make by its due date a required installment under Section 430(j) of the Code with respect to any Plan Single Employer Plan, or the failure by the Company or any Plan Commonly Controlled Entity to satisfy make any required contribution to a Multiemployer Plan; (b) the minimum funding standards (within the meaning Company, each of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, whether or not waived has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan, its Significant Subsidiaries and each Plan has complied Commonly Controlled Entity is in compliance in all material respects with the applicable provisions of ERISA and the Code. No termination of a Single Employer Plan has occurred, and no Lien in favor of Code relating to Plans; (c) the PBGC or a Plan has arisen, during such five-year period. The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Single Employer Plans) 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 Single Employer Plan allocable to such accrued benefits by and there has been no determination that any Single Employer Plan is, or is expected to be, in “at risk” status (within the meaning of Section 430 of the Code or Section 303 of ERISA); (d) neither the Company nor any Commonly Controlled Entity has received from the PBGC or a material amount. Neither plan administrator any notice relating to an intention to terminate any Single Employer Plan or to appoint a trustee to administer any Single Employer Plan under Section 4042 of ERISA; (e) neither the Borrower Company nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could would reasonably be expected to result in a material any liability under Section 4201 of ERISA, and ; (f) neither the Borrower Company nor any Commonly Controlled Entity would become subject to has received any material liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as notice of the valuation date most closely preceding the date on which this representation is made or deemed made. No a determination that a Multiemployer Plan is, or is expected to be, in Reorganization, Insolvent, Insolvent or in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA); and (g) that with respect to each Foreign Plan, there has resulted been no failure (i) to make or, if applicable, accrue in accordance with normal accounting practices, any employer or could reasonably employee contributions required by applicable law or by the terms of such Foreign Plan; (ii) to register or loss of good standing with applicable regulatory authorities of any such Foreign Plan required to be expected registered; or (iii) of any Foreign Plan to result in a comply with any material liability to provisions of applicable law and regulations or with the Borrower or any Commonly Controlled Entitymaterial terms of such Foreign Plan.

ERISA. Except as set forth on Schedule 4.13Each Plan and, neither to the best of the Borrower's knowledge, each Multiemployer Plan, complies in all material respects with all Requirements of Law except to the extent that noncompliance could not reasonably be expected to have a material Material Adverse Effect and, (a) no Reportable Event nor a failure by for which the Borrower or any Commonly Controlled Entity to make by its due date a required installment under Section 430(j) of PBGC has not waived the Code 30-day notice requirement has occurred with respect to any Plan or, to the best of the Borrower's knowledge, any Multiemployer Plan, which could result in the Borrower incurring a liability or the failure by obligation in excess of $10,000,000; (b) no steps have been taken to terminate any Plan which could result in the Borrower's making a contribution, or incurring a liability or obligation, to satisfy such Plan in excess of $10,000,000; no steps have been taken to appoint a receiver to administer any such Plan; to the minimum funding standards (within the meaning of Section 412 best of the Code Borrower's knowledge, no steps have been taken to terminate or Section 302 of ERISA) applicable appoint a receiver to such Plan, whether or not waived has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code. No termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period. The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) 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 Plan allocable to such accrued benefits by a material amount. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from administer any Multiemployer Plan that has resulted or which could reasonably be expected to result in the Borrower's making a material contribution, or incurring a liability under ERISAor obligation, to such Multiemployer Plan in excess of $10,000,000; and neither the Borrower nor any Commonly Controlled Entity would become subject Related Person has withdrawn from any such Multiemployer Plan or initiated steps to do so; (c) There is no Unfunded Vested Liability with respect to any material liability under ERISA if Plan or, to the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as best of the valuation date most closely preceding the date on which this representation is made or deemed made. No Borrower's knowledge, any Multiemployer Plan isPlan, or is expected to be, in Reorganization, Insolvent, or in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA) that has resulted or could would reasonably be expected to result have, in the event of termination of such Plan or withdrawal from such Multiemployer Plan, a material liability Material Adverse Effect; and (d) no contribution failure has occurred with respect to any Plan sufficient to give rise to a Lien under Section 302(f) of ERISA; no condition exists or event or transaction has occurred with respect to any Plan which would reasonably be expected to have a Material Adverse Effect; and neither the Borrower or nor any Commonly Controlled Entityof its Subsidiaries has any contingent liability with respect to any post-retirement benefit under a Welfare Plan, other than liability for continuation coverage described in Part 5 of Title I of ERISA, that would reasonably be expected to have a Material Adverse Effect.

ERISA. Except (a) Each Credit Party and each ERISA Affiliate have operated and administered each Plan (other than Multiemployer Plans) in compliance with all applicable laws except for such instances of noncompliance as set forth on Schedule 4.13, neither have not resulted in and would not reasonably be expected to result in a material Reportable Event Material Adverse Effect. Neither any Credit Party nor a failure by any ERISA Affiliate has incurred any liability pursuant to Title IV of ERISA (other than for premiums payable to the Borrower PBGC not yet due) or any Commonly Controlled Entity to make by its due date a required installment under Section 430(j) the penalty or excise tax provisions of the Code relating to employee benefit plans (as defined in Section 3 of ERISA) or for failure to comply with respect the provisions of Title I of ERISA, in each case which has not been satisfied, and no event, transaction or condition has occurred or exists that would reasonably be expected to result in the incurrence of any Plan or the failure such liability by any Plan Credit Party or any ERISA Affiliate, or in the imposition of any Lien on any of the rights, properties or assets of any Credit Party or any ERISA Affiliate, in either case pursuant to satisfy the minimum funding standards (within the meaning Title I or IV of ERISA or to such penalty or excise tax provisions including Section 401(a)(29) or 412 of the Code Code, other than such liabilities or Section 302 of ERISALiens as would not be individually or in the aggregate Material. (b) applicable to such Plan, whether or not waived has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code. No termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period. The present value of all accrued benefits "benefit liabilities" (as defined in Section 4001(a)(16) of ERISA), whether or not vested, under all Single Employer Plans, determined with respect to each Single Employer Plan (based on those assumptions used to fund such Plans) did notPlan, as of the last annual most recent valuation date prior to the date on which this representation is made or deemed mademade (determined, in each case, in accordance with the Financial Account Standards Board Statement 87 utilizing the actuarial valuation report) did not exceed the fair market value of the assets of the Single Employer Plans by more than $40,000,000 in the aggregate for all such Plan allocable to such accrued benefits by a material amount. Plans. (c) Neither the Borrower any Credit Party nor any Commonly Controlled Entity ERISA Affiliate has had a complete incurred any withdrawal liabilities under Section 4201 of ERISA that have not been satisfied or partial is subject to contingent withdrawal from liabilities under Section 4204 of ERISA with respect to any Multiemployer Plan that has resulted individually or could reasonably be expected to result in a material liability under ERISA, and neither the Borrower aggregate are Material. Neither any Credit Party nor any Commonly Controlled Entity would become subject to ERISA Affiliate has received any material liability under ERISA if the Borrower or notification that any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. No Multiemployer Plan is, or is expected to be, in Reorganization, InsolventInsolvency, or in “endangered” or “critical” status has been terminated (within the meaning of Title IV of ERISA), and, to the knowledge of the Credit Parties, no Multiemployer Plan is reasonably expected to be in Reorganization, Insolvency, or terminated. (d) The aggregate expected post-retirement benefit obligation (determined with respect to a Credit Party as of the last day of the Credit Party's most recently ended fiscal year in accordance with Financial Accounting Standards Board Statement No. 106, without regard to liabilities attributable to continuation coverage mandated by Section 432 4980B of the Code or Section 305 similar state law) of ERISA) that has resulted or could the Credit Parties and their Subsidiaries would not reasonably be expected to result have a Material Adverse Effect. Each Plan which is an "employee welfare benefit plan" (as defined in a Section 3(1) of ERISA) maintained by the Credit Party or any ERISA Affiliate to which Sections 601 or 609 of ERISA and Section 4980B of the Code apply has been administered in compliance in all material liability respects with such sections. (e) The execution and delivery of this Credit Agreement and the other Credit Documents hereunder will not involve any transaction that is subject to the Borrower prohibitions of Section 406 of ERISA or in connection with which a tax could be imposed pursuant to Section 4975(c)(1)(A)-(D) of the Code. The representation and warranty of the Credit Parties in the preceding sentence is made on reliance upon and subject to the accuracy of the Lenders' representations in Section 2.22 and any Commonly Controlled Entitypurchasing Lender's representations made pursuant to Section 10.6.

ERISA. Except as set forth on Schedule 4.13, neither a material Reportable Event nor a failure by the Borrower or any Commonly Controlled Entity to make by its due date a required installment under Section 430(j(a) of the Code with respect to any Plan or the failure by any Plan to satisfy the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, whether or not waived has occurred during During the five-year period prior to the date on which this representation is made or deemed made made: (i) no ERISA Event has occurred, and, to the best knowledge of the Credit Parties, no event or condition has occurred or exists as a result of which any ERISA Event could reasonably be expected to occur, with respect to any Plan; (ii) no "accumulated funding deficiency," as such term is defined in Section 302 of ERISA and Section 412 of the Code, and whether or not waived, has occurred with respect to any Plan; (iii) each Plan has complied been maintained, operated, and funded in all material respects compliance with its own terms and in material compliance with the applicable provisions of ERISA and ERISA, the Code. No termination of a Single Employer Plan has occurred, and any other applicable federal or state laws; and (iv) no Lien in favor of the PBGC or a Plan has arisen, during such five-year period. arisen or is reasonably likely to arise on account of any Plan. (b) The actuarial present value of all accrued benefits "benefit liabilities" (as defined in Section 4001(a)(16) of ERISA), whether or not vested, under each Single Employer Plan (based on those assumptions used to fund such Plans) did notPlan, as of the last annual valuation date prior to the date on which this representation is made or deemed mademade (determined, in each case, in accordance with Financial Accounting Standards Board Statement 87, utilizing the actuarial assumptions used in such Plan's most recent actuarial valuation report), did not exceed as of such valuation date the fair market value of the assets of such Plan allocable to such accrued benefits by a material amount. Plan. (c) Neither the Borrower any Consolidated Party nor any Commonly Controlled Entity ERISA Affiliate has had a complete or partial incurred, or, to the best knowledge of the Credit Parties, could be reasonably expected to incur, any withdrawal from liability under ERISA to any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability under ERISA, and neither the Borrower Multiple Employer Plan. Neither any Consolidated Party nor any Commonly Controlled Entity ERISA Affiliate would become subject to any material withdrawal liability under ERISA if the Borrower any Consolidated Party or any such Commonly Controlled Entity ERISA Affiliate were to withdraw completely from all Multiemployer Plans and Multiple Employer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. No Neither any Consolidated Party nor any ERISA Affiliate has received any notification that any Multiemployer Plan is, or is expected to be, in Reorganization, Insolvent, or in “endangered” or “critical” status reorganization (within the meaning of Section 432 4241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA), or has been terminated (within the meaning of Title IV of ERISA), and no Multiemployer Plan is, to the best knowledge of the Credit Parties, reasonably expected to be in reorganization, insolvent, or terminated. (d) No prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) or breach of fiduciary responsibility has occurred with respect to a Plan which has subjected or may subject any Consolidated Party or any ERISA Affiliate to any material liability under Sections 406, 409, 502(i), or 502(l) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which any Consolidated Party or any ERISA Affiliate has agreed or is required to indemnify any Person against any such material liability. (e) Neither any Consolidated Party nor any ERISA Affiliates has any material liability with respect to "expected post-retirement benefit obligations" within the meaning of the Financial Accounting Standards Board Statement 106. Each Plan which is a welfare plan (as defined in Section 3(1) of ERISA) to which Sections 601-609 of ERISA and Section 4980B of the Code apply has been administered in compliance in all material respects of such sections. (f) Neither the execution and delivery of this Credit Agreement nor the consummation of the financing transactions contemplated thereunder will involve any transaction which is subject to the prohibitions of Sections 404, 406 or 407 of ERISA or in connection with which a tax could be imposed pursuant to Section 305 4975 of the Code. The representation by the Credit Parties in the preceding sentence is made in reliance upon and subject to the accuracy of the Lender's representation in Section 10.16 with respect to its source of funds and is subject, in the event that the source of the funds used by the Lender in connection with this transaction is an insurance company's general asset account, to the application of Prohibited Transaction Class Exemption 95-60, 60 Fed. Reg. 35,925 (1995), compliance with the regulations issued under Section 401(c)(1)(A) of ERISA) that has resulted , or could reasonably be expected to result in a material liability the issuance of any other prohibited transaction exemption or similar relief, to the Borrower or any Commonly Controlled Entityeffect that assets in an insurance company's general asset account do not constitute assets of an "employee benefit plan" within the meaning of Section 3(3) of ERISA of a "plan" within the meaning of Section 4975(e)(1) of the Code.

ERISA. (a) Except as set forth on Schedule 4.13would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect: (i) neither a material Reportable Event nor a failure by the Borrower or any Commonly Controlled Entity to make by its due date a required installment under Section 430(j) of the Code with respect to any Plan or the failure by any Plan to satisfy meet the minimum funding standards (within the meaning of Section 412 412(a) of the Code or Section 302 302(a)(2) of ERISA) applicable to such Plan, whether or not waived has occurred during the five-year period prior to the date on which this representation is made or deemed made is reasonably expected to occur with respect to any Single Employer Plan, and each Single Employer Plan has complied in all material respects with the applicable provisions of ERISA and the Code. No ; (ii) no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisenarisen on the assets of the Borrower, any of its Subsidiaries or any Commonly Controlled Entity, during such five-year period. The , nor is any such termination or Lien reasonably expected to occur or arise; the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) 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 Single Employer Plan allocable to such accrued benefits by a material amount. Neither benefits; (iii) none of the Borrower nor Borrower, any of its Subsidiaries or any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could would reasonably be expected to result in a material liability under ERISA; (iv) none of the Borrower, and neither the Borrower nor any of its Subsidiaries or any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower or any such Subsidiary or Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. No ; (v) no Multiemployer Plan isis Insolvent; (vi) there has not been a withdrawal by the Borrower, any of its Subsidiaries or any Commonly Controlled Entities from a Single Employer Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as a termination of a Single Employer Plan under Section 4062(e) of ERISA; and (vii) there has not been a filing under Section 4041(c) of ERISA of a notice of intent to terminate a Single Employer Plan, the treatment of a Single Employer Plan or Multiemployer Plan amendment as a termination under Sections 4041 or 4041A of ERISA, or is expected the commencement of proceedings by the PBGC to beterminate a Single Employer Plan or Multiemployer Plan. (b) The Borrower and its Subsidiaries have not incurred, in Reorganizationand do not reasonably expect to incur, Insolvent, any liability under ERISA or in “endangered” or “critical” status (the Code with respect to any plan within the meaning of Section 432 3(3) of ERISA which is subject to Title IV of ERISA or Section 412 of the Code or Section 305 302 of ERISAERISA that is maintained by a Commonly Controlled Entity (other than the Borrower and its Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that has resulted or could would reasonably be expected likely to have a Material Adverse Effect and result in a material liability to direct obligation of the Borrower or any Commonly Controlled Entityof its Subsidiaries to pay money. (c) Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect, no Non-US Plan Event has occurred or is reasonably expected to occur.

ERISA. Except as set forth on Schedule 4.13, neither would not result in a material Reportable Event nor a failure by the Borrower or any Commonly Controlled Entity to make by its due date a required installment under Section 430(jMaterial Adverse Effect: (a) of the Code with respect to any Plan or the failure by any Plan to satisfy the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, whether or not waived has occurred during During the five-year period prior to the date on which this representation is made or deemed made made: (i) no Termination Event has occurred, and, to the best of the Borrower's or any ERISA Affiliate's knowledge, no event or condition has occurred or exists as a result of which any Termination Event could reasonably be expected to occur, with respect to any Plan, and each Plan has complied ; (ii) no "accumulated funding deficiency," as such term is defined in all material respects with the applicable provisions Section 302 of ERISA and Section 412 of the Code. No termination of a , whether or not waived, has occurred with respect to any Plan; (iii) each Single Employer Plan and, to the best of the Borrower's or any ERISA Affiliate's knowledge, each Multiemployer Plan has occurredbeen maintained, operated, and funded in compliance with its own terms and in material compliance with the provisions of ERISA, the Code, and any other applicable federal or state laws; and (iv) no Lien lien in favor of or the PBGC or a Plan has arisen, during such five-year period. arisen or is reasonably likely to arise on account of any Plan. (b) The actuarial present value of all accrued benefits "benefit liabilities" under each Single Employer Plan (based on those determined within the meaning of Section 401(a)(2) of the Code, utilizing the actuarial assumptions used to fund such Plans) ), whether or not vested, did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the current value of the assets of such Plan allocable to such accrued benefits by a material amount. Neither liabilities. (c) None of the Borrower nor Borrower, its Subsidiaries or any Commonly Controlled Entity ERISA Affiliate has had a complete or partial incurred, or, to the best of the Borrower's knowledge, are reasonably expected to incur, any withdrawal from liability under ERISA to any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability under ERISAMultiple Employer Plan. None of the Borrower, and neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower its Subsidiaries or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. No ERISA Affiliate has received any notification that any Multiemployer Plan is, or is expected to be, in Reorganization, Insolvent, or in “endangered” or “critical” status reorganization (within the meaning of Section 432 4241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA), or has been terminated (within the meaning of Title IV of ERISA), and no Multiemployer Plan is, to the best of the Code Borrower's knowledge, reasonably expected to be in reorganization, insolvent, or terminated. (d) No prohibited transaction (within the meaning of Section 406 of ERISA or Section 305 4975 of ERISAthe Code) that or breach of fiduciary responsibility has resulted occurred with respect to a Plan which has subjected or could reasonably be expected to result in a material liability to may subject the Borrower Borrower, any of its Subsidiaries or any Commonly Controlled EntityERISA Affiliate to any liability under Sections 406, 409, 502(i), or 502(l) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which the Borrower, any of its Subsidiaries or any ERISA Affiliate has agreed or is required to indemnify any person against any such liability.

ERISA. Except as set forth on Schedule 4.13as, neither in the aggregate, could not reasonably be expected to have a material Material Adverse Effect: (a) no Reportable Event nor a failure by the Borrower or any Commonly Controlled Entity to make by its due date a required installment under Section 430(j) of the Code with respect to any Plan or the failure by any Single Employer Plan to satisfy the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Single Employer Plan, whether or not waived in accordance with Section 412(c) of the Code or Section 302(c) of ERISA, has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Single Employer Plan, and ; (b) each Plan maintained by any Group Member has complied in all material respects with the applicable provisions of ERISA and the Code. No ; (c) no termination of a Single Employer Plan has occurredoccurred with respect to which the liability remains unsatisfied, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period. The ; (d) the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) 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 Single Employer Plan allocable to such accrued benefits by a material amount. Neither (determined in both cases using the assumptions promulgated under Section 430 of the Code and the Treasury Regulations promulgated thereunder) and there has been no determination that any Single Employer Plan is, or is expected to be, in “at risk” status (within the meaning of Section 430 of the Code or Section 303 of ERISA); (e) neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a material any liability under Section 4201 of ERISA, and neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. No ; (f) neither the Borrower nor any Commonly Controlled Entity has received any notice of a determination that a Multiemployer Plan is, or is expected to be, in Reorganization, Insolvent, Insolvent or in “endangered” or “critical” status (within the meaning of Section Sections 431 or 432 of the Code or Section Sections 304 or 305 of ERISA); and (g) that with respect to each Foreign Plan, there has resulted been no failure (i) to make or, if applicable, accrue in accordance with normal accounting practices, any employer or could reasonably employee contributions required by applicable law or by the terms of such Foreign Plan; (ii) to register or loss of good standing with applicable regulatory authorities of any such Foreign Plan required to be expected registered; or (iii) of any Foreign Plan to result in a comply with any material liability to provisions of applicable law and regulations or with the Borrower or any Commonly Controlled Entitymaterial terms of such Foreign Plan.

ERISA. Except as set forth on Schedule 4.13, neither a material (i) No Reportable Event nor a failure by the Borrower or any Commonly Controlled Entity to make by its due date a required installment under Section 430(j) of the Code with respect to any Plan or the failure by any Plan to satisfy the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, whether or not waived has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan; (ii) no Plan has had a failure to satisfy the minimum funding standard of Sections 412 and 430 of the Code or Sections 302 or 303 of ERISA (whether or not waived in accordance with Section 412(c) of the Code or Section 302(c) of ERISA), and nor has there been a failure to timely make any required installment payments under Section 430(j) of the Code with respect to any Plan or a failure to timely make any required contribution to a Multiemployer Plan during such five-year period; (iii) each Plan has complied in all material respects with the applicable provisions of ERISA and the Code. No Code except as any failure to comply could not reasonably be expected to result in material liability to any Group Member; (iv) no termination of a Single Employer Plan has occurredoccurred and no proceedings have been instituted to terminate or appoint a trustee to administer any Single Employer Plan, and during such five-year period; (v) no Lien in favor of the PBGC or a Plan has arisen, or, to the knowledge of any Borrower, is likely to arise, during such five-year period. The , (vi) the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) 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 Plan allocable to such accrued benefits by a material amount. Neither the benefits; (vii) neither any Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability under ERISA, and neither the any Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the such Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. No ; (viii) no such Multiemployer Plan isis in Reorganization or Insolvent pursuant to Sections 4241 or 4245, respectively, of ERISA; (ix) each Plan which is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter (or there is pending, or is expected remains time to befile, in Reorganization, Insolvent, or in “endangered” or “critical” status (within a submission seeking a determination letter) from the meaning Internal Revenue Service to the effect that it meets the requirements of Section 432 Sections 401(a) and 501(a) of the Code or Section 305 is maintained pursuant to a prototype or volume submitter plan document which is the subject of ERISAa favorable opinion or advisory letter from the Internal Revenue Service to the sponsor of the prototype or volume submitter plan document; and (x) no action, suit, proceeding, hearing, government audit or investigation with respect to the administration, operation or the investment of assets of any Plan (other than routine claims for benefits and other immaterial matters) is pending, expected or, to the knowledge of any Borrower, threatened, that has resulted or could reasonably be expected to result in a material liability to the Borrower or any Commonly Controlled EntityGroup Member.

ERISA. Except as set forth on Schedule 4.13, neither 6.14 or except as would not result in a material Reportable Event nor a failure by the Borrower or any Commonly Controlled Entity to make by its due date a required installment under Section 430(jMaterial Adverse Effect: (a) of the Code with respect to any Plan or the failure by any Plan to satisfy the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, whether or not waived has occurred during During the five-year period prior to the date on which this representation is made or deemed made made: (i) no Termination Event has occurred, and, to the best knowledge of the Credit Parties, no event or condition has occurred or exists as a result of which any Termination Event could reasonably be expected to occur, with respect to any Plan; (ii) no "accumulated funding deficiency," as such term is defined in Section 302 of ERISA and Section 412 of the Code, and whether or not waived, has occurred with respect to any Plan; (iii) each Plan has complied been maintained, operated, and funded in all compliance with its own terms and in material respects compliance with the applicable provisions of ERISA and ERISA, the Code. No termination of a Single Employer Plan has occurred, and any other applicable federal or state laws; and (iv) no Lien lien in favor of or the PBGC or a Plan has arisen, during such five-year period. arisen or is reasonably likely to arise on account of any Plan. (b) The actuarial present value of all accrued benefits "benefit liabilities" under each Single Employer Plan (based on those determined within the meaning of Section 401(a)(2) of the Code, utilizing the actuarial assumptions used to fund such Plans) ), whether or not vested, did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the current value of the assets of such Plan allocable to such accrued benefits by a material amountliabilities. (c) Neither the Borrower, nor any of its Subsidiaries nor any ERISA Affiliate has incurred, or, to the best knowledge of the Credit Parties, are reasonably expected to incur, any withdrawal liability under ERISA to any Multiemployer Plan or Multiple Employer Plan. Neither the Borrower Borrower, nor any Commonly Controlled Entity of its Subsidiaries nor any ERISA Affiliate has had a complete or partial withdrawal from received any notification that any Multiemployer Plan that has resulted or could reasonably be expected to result is in a material liability under ERISA, and neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. No Multiemployer Plan is, or is expected to be, in Reorganization, Insolvent, or in “endangered” or “critical” status reorganization (within the meaning of Section 432 4241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA), or has been terminated (within the meaning of Title IV of ERISA), and no Multiemployer Plan is, to the best knowledge of the Code Credit Parties, reasonably expected to be in reorganization, insolvent, or terminated. (d) No prohibited transaction (within the meaning of Section 406 of ERISA or Section 305 4975 of ERISAthe Code) that or breach of fiduciary responsibility has resulted occurred with respect to a Plan which has subjected or could reasonably be expected to result in a material liability to may subject the Borrower or any Commonly Controlled Entityof its Subsidiaries or any ERISA Affiliate to any liability under Sections 406, 409, 502(i), or 502(l) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which the Borrower or any of its Subsidiaries or any ERISA Affiliate has agreed or is required to indemnify any person against any such liability. (e) The present value (determined using actuarial and other assumptions which are reasonable with respect to the benefits provided and the employees participating) of the liability of the Borrower and its Subsidiaries and each ERISA Affiliate for post-retirement welfare benefits to be provided to their current and former employees under Plans which are welfare benefit plans (as defined in Section 3(1) of ERISA), net of all assets under all such Plans allocable to such benefits, are reflected on the Financial Statements in accordance with FAS 106. (f) Each Plan which is a welfare plan (as defined in Section 3(1) of ERISA) to which Sections 601-609 of ERISA and Section 4980B of the Code apply has been administered in compliance in all material respects with such sections.

ERISA. (a) Except as set forth on Schedule 4.13would not reasonably be expected, neither individually or in the aggregate, to result in a material Reportable Event nor a failure by liability to the Borrower or any Commonly Controlled Entity to make by of its due date a required installment under Section 430(jSubsidiaries; (i) of the Code with respect to any Plan or the failure by any Plan to satisfy the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, whether or not waived no ERISA Event has occurred during or is reasonably expected to occur; (ii) the five-year period prior to Borrower, the date on which this representation is made or deemed made with respect to any Plan, Subsidiaries and each Plan has ERISA Affiliate have complied in all material respects with ERISA and, where applicable, the applicable provisions Code regarding each Plan; and (iii) each Plan is, and has been, maintained in substantial compliance with its terms, ERISA and, where applicable, the Code. (b) None of the Borrower, its Subsidiaries or any ERISA Affiliates are required to contribute to, or have any other direct or contingent liability in respect of, any Multiemployer Plan that, when taken together with all other such contribution obligations and liabilities to any other Multiemployer Plan, would reasonably be expected to result in a material liability to the Borrower or any of its Subsidiaries. None of the Borrower, its Subsidiaries or any ERISA Affiliate has (i) failed to make any contribution or payment to any Plan or Multiemployer Plan, or made any amendment to any Plan that has resulted or could result in the imposition of a Lien or the posting of a bond or other security under ERISA or the Code, or (ii) incurred any liability under Title IV of ERISA and the Code. No termination of other than a Single Employer Plan has occurred, and no Lien in favor of liability to the PBGC for premiums under section 4007 of ERISA that are not past due that, in either case of clause (i) or (ii), would reasonably be expected to result in a Plan has arisen, during such five-year periodmaterial liability to the Borrower or any of its Subsidiaries. The present value of all accrued benefits under each Single Employer Plan that is subject to Title IV of ERISA (based on those assumptions used to fund such PlansPlan) 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 Plan allocable to such accrued benefits by a material amount. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability under ERISA, and neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if . (c) None of the Borrower or the Subsidiaries, nor any ERISA Affiliate, sponsors, maintains, or contributes to an employee welfare benefit plan, as defined in section 3(1) of ERISA, that provides benefits to former employees of such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans entities, other than continuation coverage under Section 4980B of the Code, that may not be terminated by the applicable plan sponsor in its sole discretion at any time without any material liability, other than the payment of claims incurred as of the valuation date most closely preceding of such termination pursuant to the date on which this representation is made or deemed made. No Multiemployer Plan is, or is expected to be, in Reorganization, Insolvent, or in “endangered” or “critical” status terms of such plan and the requirements of applicable law. (within the meaning d) None of Section 432 of the Code or Section 305 of ERISA) that has resulted or could reasonably be expected to result in a material liability to the Borrower or its Subsidiaries sponsors, maintains or contributes to any Commonly Controlled Entityemployee pension plan, as defined in section 3(2) of ERISA, that is subject to Title IV of ERISA, section 302 of ERISA or section 412 of the Code.

ERISA. Except as set forth on Schedule 4.13, neither a material Reportable Event nor a failure by the Borrower or any Commonly Controlled Entity to make by its due date a required installment under Section 430(j(a) of the Code with With respect to any Plan or the failure by any Plan to satisfy the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such each Pension Plan, whether or except as would not waived has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code. No termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period. The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) 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 Plan allocable to such accrued benefits by a material amount. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected expected, individually or in the aggregate, to result in a material liability under ERISA, and neither to the Borrower nor any Commonly Controlled Entity would become subject to any material liability under Borrower: (i) no “reportable event” as defined in Section 4043 of ERISA if or the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of regulations issued thereunder (other than an event for which the valuation date most closely preceding the date on which this representation 30-day notice period is made or deemed made. No Multiemployer Plan is, or is expected to be, in Reorganization, Insolvent, or in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISAwaived by regulation) has occurred that has resulted or could reasonably be expected to result in a material liability to the Borrower; (ii) there has been no failure to satisfy the minimum funding standard of Section 412 of the Code and Section 302 of ERISA, whether or not waived; (iii) there has been no failure to make by its due date a required contribution under Section 430(j) of the Code, as amended by the Pension Protection Act of 2006; (iv) there has been no filing pursuant to Section 412 of the Code of an application for a waiver of the minimum funding standard; (v) neither Borrower nor any of its ERISA Affiliates has incurred any liability under Title IV of ERISA with respect to the termination of the Pension Plan; (vi) neither the Borrower nor any of its ERISA Affiliates has received a notice of intent to terminate the Pension Plan in a distress termination described in Section 4041(c) of ERISA; Table of Contents (vii) the PBGC has not instituted proceedings to terminate the Pension Plan; (viii) to the knowledge of the Borrower, no event has occurred that would reasonably constitute grounds under ERISA for the termination of, or the appointment of a trustee to administer, the Pension Plan; (ix) neither Borrower nor any Commonly Controlled Entityof its ERISA Affiliates has incurred any material liability, which remains unsatisfied, with respect to the withdrawal from any Pension Plan; and (x) no amendment has been adopted that would require the provision of security pursuant to Section 401(a)(29) of the Code or Section 307 of ERISA. Each event described in this Section 4.12(a) is referred to herein as a “Pension Plan Event”. (b) Neither Borrower nor any of its ERISA Affiliates has incurred or expects to incur any complete or partial withdrawal liability to any Multiemployer Plan that could reasonably be expected to result in a material liability to the Borrower. With respect to each Multiemployer Plan, except as would not reasonably be expected to result in material liability to the Borrower, neither Borrower nor any of its ERISA Affiliates has (i) failed to make any required contribution to such Multiemployer Plan or (ii) received any notice from the Multiemployer Plan that it is insolvent or in reorganization pursuant to Section 4241 or 4245 of ERISA or that it intends to terminate or has terminated under Section 4041A or 4042 of ERISA. Each event described in this Section 4.12(b) is referred to herein as a “Multiemployer Plan Event”. (c) Each Employee Benefit Plan complies in form and operation with ERISA, the Code and all other applicable Laws, except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. (d) Borrower has not engaged in any non exempt “prohibited transaction” (as defined in Section 4975 of the Code) and, to the knowledge of Borrower, no such “prohibited transaction” has occurred with respect to any Employee Benefit Plan that could reasonably be expected to result in material liability to the Borrower.

ERISA. (a) Except as set forth on Schedule 4.13would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, (i) neither a material Reportable Event nor a failure by the Borrower or any Commonly Controlled Entity to make by its due date a required installment under Section 430(j) violation of the Code with respect to any Plan or the failure by any Plan to satisfy the “minimum funding standards standard” (within the meaning of Section 412 412(a) of the Code or of Section 302 302(a)(2) of ERISA) applicable to such Plan, whether or not waived has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Single Employer Plan, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code. No ; (ii) no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Single Employer Plan has arisen, during such five-year period. The ; (iii) the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Single Employer Plans) 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 Single Employer Plan allocable to such accrued benefits by a material amount. Neither benefits; and (iv) none of Holdings, the Borrower nor any Commonly Controlled Entity of its Subsidiaries has had (or reasonably expects to have) a complete or partial withdrawal from any Multiemployer Plan that has resulted or could would reasonably be expected to result in a material liability under ERISA, and neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if and, to the knowledge of Holdings and the Borrower, no Multiemployer Plan is in Reorganization or is Insolvent. (b) Holdings, the Borrower and its Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. No Multiemployer Plan is, or is expected to be, in Reorganization, Insolvent, or in “endangered” or “critical” status (plan within the meaning of Section 432 3(3) of ERISA which is subject to Title IV of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings, the Code or Section 305 Borrower and its Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of ERISA) being treated as a single employer under Title IV of ERISA with the sponsor of such plan that has resulted or could reasonably be expected likely to have a Material Adverse Effect and result in a material liability to direct obligation of Holdings, the Borrower or any Commonly Controlled Entityand its Subsidiaries to pay money.

ERISA. Except as set forth on Schedule 4.13, neither Neither a material Reportable Event nor a failure by (other than the Borrower or any Commonly Controlled Entity to make by its due date a required installment under Section 430(j) Post-event Notices of Reportable Events filed with the PBGC on May 2, 2001, in respect of the Code with April 6, 2001, bankruptcy filing of PG&E Utility, on July 16, 2003, in respect to any Plan or of the failure by any Plan to satisfy July 8, 2003, bankruptcy filing of National Energy & Gas Transmission (“NEGT”), and on November 4, 2004, in respect of the minimum departure of NEGT from the PG&E Utility controlled group of companies on October 29, 2004) nor an “accumulated funding standards deficiency” (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, whether or not waived has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code, except, in each case, to the extent that any such Reportable Event, “accumulated funding deficiency” or failure to comply with the applicable provisions of ERISA or the Code could not reasonably be expected to result in a Material Adverse Effect. No termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period. The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) 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 Plan allocable to such accrued benefits by a material amount. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has LOSANGELES 618830 v1 (2K) resulted or could reasonably be expected to result in a material liability under ERISA, and neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. No such Multiemployer Plan is, is in Reorganization or is expected to be, in Reorganization, Insolvent, or in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA) that has resulted or could reasonably be expected to result in a material liability to the Borrower or any Commonly Controlled Entity.

ERISA. Except as set forth on Schedule 4.13as, neither in the aggregate, could not reasonably be expected to have a material Material Adverse Effect: (a) no Reportable Event nor a failure by the Borrower or any Commonly Controlled Entity to make by its due date a required installment under Section 430(j) of the Code with respect to any Plan or the failure by any Single Employer Plan to satisfy the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Single Employer Plan, whether or not waived in accordance with Section 412(c) of the Code or Section 302(c) of ERISA, has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Single Employer Plan, and ; (b) each Plan maintained by any Group Member has complied in all material respects with the applicable provisions of ERISA and the Code. No ; (c) no termination of a Single Employer Plan has occurredoccurred with respect to which the liability remains unsatisfied, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period. The ; (d) the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) 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 Single Employer Plan allocable to such accrued benefits by a material amount. Neither (determined in both cases using the assumptions promulgated under Section 430 of the Code and the Treasury Regulations promulgated thereunder) and there has been no determination that any Single Employer Plan is, or is expected to be, in “at risk” status (within the meaning of Section 430 of the Code or Section 303 of ERISA); (e) neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a material any liability under Section 4201 of ERISA, and neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. No ; (f) neither the Borrower nor any Commonly Controlled Entity has received any notice of a determination that a Multiemployer Plan is, or is expected to be, in Reorganization, Insolvent, Insolvent or in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA); and (g) that with respect to each Foreign Plan, there has resulted been no failure (i) to make or, if applicable, accrue in accordance with normal accounting practices, any employer or could reasonably employee contributions required by applicable law or by the terms of such Foreign Plan; (ii) to register or loss of good standing with applicable regulatory authorities of any such Foreign Plan required to be expected registered; or (iii) of any Foreign Plan to result in a comply with any material liability to provisions of applicable law and regulations or with the Borrower or any Commonly Controlled Entitymaterial terms of such Foreign Plan.

ERISA. Except as set forth on Schedule 4.13To the knowledge of Borrower, neither a eachEach Plan is in compliance in all material Reportable Event nor a failure by the Borrower or any Commonly Controlled Entity to make by respects with its due date a required installment under Section 430(j) terms and all applicable provisions of the Code ERISA. No Prohibited Transaction has occurred with respect to any Plan that could subject Borrower, any of its Subsidiaries, General Partner or any ERISA Affiliate to a tax or penalty imposed under Section 4975 of the failure by Code or Section 502(i) of ERISA in an amount that is in excess of Two Hundred Fifty Thousand Dollars ($250,000; except). Except as would not likely result in a Material Adverse Change, either individually or in the aggregate, (i) no Reportable Event has occurred with respect to any Plan within the last six (6) years; except as would not likely result in a Material Adverse Change,, (ii) no notice of intent to satisfy terminate a Plan has been filed nor has any Plan been terminated within the past five (5) years; except as would not likely result in a Material Adverse Change,, (iii) no Multiemployer Plan has been determined to be in “endangered status” or “critical status”; except as would not likely result in a Material Adverse Change,, (iv) none of Borrower, its Subsidiaries, General Partner or ERISA Affiliate has partially or completely withdrawn from a Multiemployer Plan or incurred any liablityliability with respect to a Multiemployer Plan under Section 4201 of ERISA (or received notice under Section 4219 of ERISA of withdrawal liability with respect to Multiemployer Plan); except as would not likely result in a Material Adverse Change,, (v) there has been no filing of a notice of reorganization, insolvency or termination, or treatment of a plan amendment as termination, under 4041A of ERISA; to the knowledge of Borrower, there are no circumstances which constitute grounds under Section 4042 of ERISA entitling the PBGC to institute proceedings to terminate, or appoint a trustee to administer, a Plan, nor has the PBGC instituted any such proceedings; except as would not likely result in a Material Adverse Change,, (vi) Borrower, its Subsidiaries, General Partner and the ERISA Affiliates have met the minimum funding standards (within the meaning requirements of Section 412 of the Code or and Section 302 of ERISA) applicable to such Plan, whether or not waived has occurred during the five-year period prior ERISA of each with respect to the date on which this representation is made or deemed made Plans of each and except as disclosed in the most recent General Partner’s Consolidated Financial Statements there was no Unfunded Current Liability with respect to any Plan, and Plan established or maintained by each Plan has complied in all material respects with the applicable provisions of ERISA and the Code. No termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period. The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior day of the most recent plan year of each Plan; and except as would not likely result in a Material Adverse Change,(vii) Borrower, its Subsidiaries, General Partner and the ERISA Affiliates have not incurred any liability to the date on PBGC under ERISA (other than for the payment of premiums under Section 4007 of ERISA) which this representation is made or deemed made, exceed the value due and payable for more than 45 days and has not been reserved against. None of the assets of such Plan allocable to such accrued benefits by a material amount. Neither Borrower its Subsidiaries or General Partner under this Agreement constitute “plan assets” of any “employee benefit plan” within the Borrower nor meaning of ERISA or of any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability under ERISA, and neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. No Multiemployer Plan is, or is expected to be, in Reorganization, Insolvent, or in “endangeredplan” or “critical” status (within the meaning of Section 432 4975(e)(1) of the Code Code, as interpreted by the IRS and the U.S. Department of Labor in rules, regulations, releases or Section 305 of ERISA) that has resulted bulletins or could reasonably be expected to result in a material liability to the Borrower or any Commonly Controlled Entityas interpreted under applicable case law.Benefit Plan.

ERISA. Except as set forth on Schedule 4.13, neither Neither a material Reportable Event nor a failure by the Borrower or any Commonly Controlled Entity to make by its due date a required installment under Section 430(j) of the Code with respect to any Plan or the failure by any Plan to satisfy the “minimum funding standards standards” (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, each Plan (whether or not waived waived) has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code. No ; (b) no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisenarisen and no determination has been made that a Plan is, or is expected to be, “at risk” (within the meaning of Section 430 of the Code or Section 303 of ERISA), during such five-year period. The ; (c) the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) 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 Plan allocable to such accrued benefits by a material amount. Neither ; (d) neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability under ERISA, and neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. No ; and (e) no such Multiemployer Plan is, or is expected to be, in Reorganization, Insolvent, or in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA) that has resulted or Insolvent, except where, in each of clauses (a) through (e), such event or condition, together with all other events or conditions, could not reasonably be expected to result in have a material liability to the Borrower or any Commonly Controlled EntityMaterial Adverse Effect.

ERISA. Except as set forth on Schedule 4.13, neither a material No Reportable Event nor a failure by the Borrower or any Commonly Controlled Entity to make by its due date a required installment under Section 430(j) of the Code with respect to any Plan or the failure by any Plan to satisfy the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, whether or not waived has occurred during the five-year period prior to the date on which this representation is made or deemed made five years with respect to any Plan, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code, except, in each case, to the extent that any such Reportable Event or failure to comply with the applicable provisions of ERISA or the Code could not reasonably be expected to result in a Material Adverse Effect. During the prior five years, there has been no (i) failure to make a required contribution to any Plan that would result in the imposition of an Adverse Claim or other encumbrance or the provision of security under Section 430 of the Code or Section 303 or 4068 of ERISA, or the arising of such an Adverse Claim; or (ii) "unpaid minimum required contribution" or "accumulated funding deficiency" (as defined or otherwise set forth in Section 4971 of the Code or Part 3 of Subtitle B of Title I of ERISA), whether or not waived, except, in each case, to the extent that such event could not reasonably be expected to result in a Material Adverse Effect. No termination of a Single Employer Plan has occurred, and no Lien Adverse Claim in favor of the PBGC or a Plan has arisen, during such the prior five-year periodyears. The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such PlansPlan) did not, as of the last annual valuation date for which a certified actuarial valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits by benefits, except as could not reasonably be expected to result in a material amountMaterial Adverse Effect. Neither the Borrower any PG&E Party nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan during the prior five years that has resulted or could reasonably be expected to result in a material liability under ERISA, and neither the Borrower any PG&E Party nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower any PG&E Party or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made, except as could not reasonably be expected to result in a Material Adverse Effect. No such Multiemployer Plan is, is in endangered or is expected to be, in Reorganization, Insolvent, or in “endangered” or “critical” critical status (within the meaning of Section 432 of the Code or Section 305 of ERISA) that has resulted or could reasonably be expected to result in a material liability to the Borrower or any Commonly Controlled EntityInsolvency.

ERISA. Except as set forth on Schedule 4.13as, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (i) neither a material Reportable Event nor a failure by the Borrower or any Commonly Controlled Entity to make by its due date a required installment under Section 430(j) of the Code with respect to any Plan or the failure by any Plan to satisfy the minimum an “accumulated funding standards deficiency” (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, whether or not waived has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Single Employer Plan, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code. No , (ii) no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Single Employer Plan has arisen, during such five-year period. The , (iii) the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Single Employer Plans) 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 Single Employer Plan allocable to such accrued benefits by a material amount. Neither , (iv) neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability under ERISA, and neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. No made and (v) to the knowledge of Holdings or the Borrower, no such Multiemployer Plan is, is in Reorganization or is expected to be, in Reorganization, Insolvent, or in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA) that has resulted or could reasonably be expected to result in a material liability to the Borrower or any Commonly Controlled Entity.

ERISA. Except as set forth (i) Neither the Borrower nor any ERISA Affiliate maintains or contributes to, or has any obligation under, any Employee Benefit Plans other than those identified on Schedule 4.13, neither a 6.1(i); (ii) the Borrower and each ERISA Affiliate is in material Reportable Event nor a failure compliance with all applicable provisions of ERISA and the regulations and published interpretations thereunder with respect to all Employee Benefit Plans except for any required amendments for which the remedial amendment period as defined in Section 401(b) of the Code has not yet expired. No material liability has been incurred by the Borrower or any Commonly Controlled Entity to make by its due date a required installment under Section 430(j) of the Code ERISA Affiliate which remains unsatisfied for any taxes or penalties with respect to any Employee Benefit Plan or any Multiemployer Plan; (iii) No Pension Plan of the failure Borrower has been terminated, and to the knowledge of the Borrower no Pension Plan of any ERISA Affiliate has been terminated, nor has any accumulated funding deficiency (as defined in Section 412 of the Code) been incurred (without regard to any waiver granted under Section 412 of the Code), nor has any funding waiver from the Internal Revenue Service been received or requested with respect to any Pension Plan, nor has the Borrower or any ERISA Affiliate failed to make any contributions or to pay any amounts due and owing as required by Section 412 of the Code, Section 302 of ERISA or the terms of any Pension Plan prior to satisfy the minimum funding standards (within the meaning due dates of such contributions under Section 412 of the Code or Section 302 of ERISA, nor has there been any event requiring any disclosure under Section 4041(c)(3)(C) applicable to such Plan, whether or not waived has occurred during the five-year period prior to the date on which this representation is made or deemed made 4063(a) of ERISA with respect to any Pension Plan, and in each Plan has complied in all material respects with the applicable provisions of ERISA and the Code. No termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period. The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on case which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits by a material amount. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability under ERISA, and neither Material Adverse Effect; (iv) Neither the Borrower nor any Commonly Controlled Entity would become subject ERISA Affiliate has: (A) engaged in a nonexempt prohibited transaction described in Section 406 of the ERISA or Section 4975 of the Code, (B) incurred any liability to the PBGC which remains outstanding other than the payment of premiums and there are no premium payments which are due and unpaid, (C) failed to make a required contribution or payment to a Multiemployer Plan, or (D) failed to make a required installment or other required payment under Section 412 of the Code; (v) No Termination Event has occurred or, to the knowledge of the Borrower, is reasonably expected to occur; and (vi) No proceeding, claim, lawsuit and/or investigation (other than routine claims for benefits in the ordinary course) is existing or, to the best knowledge of the Borrower after due inquiry, threatened concerning or involving any material liability under ERISA if (A) employee welfare benefit plan (as defined in Section 3(1) of ERISA) currently maintained or contributed to by the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made ERISA Affiliate or deemed made. No Multiemployer Plan is, or is expected to be, in Reorganization, Insolvent, or in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISAB) that has resulted or could reasonably be expected to result in a material liability to the Borrower or any Commonly Controlled EntityPension Plan.

ERISA. (a) Except as set forth on Schedule 4.13would not reasonably be expected, neither individually or in the aggregate, to result in a material Reportable Event nor a failure by liability to the Borrower or any Commonly Controlled Entity to make by of its due date a required installment under Section 430(jSubsidiaries; (i) of the Code with respect to any Plan or the failure by any Plan to satisfy the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, whether or not waived no ERISA Event has occurred during or is reasonably expected to occur; (ii) the five-year period prior to Borrower, the date on which this representation is made or deemed made with respect to any Plan, Subsidiaries and each Plan has ERISA Affiliate have complied in all material respects with ERISA and, where applicable, the applicable provisions Code regarding each Plan; and (iii) each Plan is, and has been, maintained in substantial compliance with its terms, ERISA and, where applicable, the Code. (b) None of the Borrower, its Subsidiaries or any ERISA Affiliates are required to contribute to, or have any other direct or contingent liability in respect of, any Multiemployer Plan that, when taken together with all other such contribution obligations and liabilities to any other Multiemployer Plan, would reasonably be expected to result in a material liability to the Borrower or any of its Subsidiaries. None of the Borrower, its Subsidiaries or any ERISA Affiliate has (i) failed to make any contribution or payment to any Plan or Multiemployer Plan, or made any amendment to any Plan that has resulted or could result in the imposition of a Lien or the posting of a bond or other security under ERISA or the Code, or (ii) incurred any liability under Title IV of ERISA and the Code. No termination of other than a Single Employer Plan has occurred, and no Lien in favor of liability to the PBGC for premiums under section 4007 of ERISA that are not past due that, in either case of (i) or (ii), would reasonably be expected to result in a Plan has arisen, during such five-year periodmaterial liability to the Borrower or any of its Subsidiaries. The present value of all accrued benefits under each Single Employer Plan that is subject to Title IV of ERISA (based on those assumptions used to fund such PlansPlan) 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 Plan allocable to such accrued benefits by a material amount. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability under ERISA, and neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if . (c) None of the Borrower or the Subsidiaries, nor any ERISA Affiliate, sponsors, maintains, or contributes to an employee welfare benefit plan, as defined in section 3(1) of ERISA, that provides benefits to former employees of such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans entities, other than continuation coverage under Section 4980B of the Code, that may not be terminated by the applicable plan sponsor in its sole discretion at any time without any material liability, other than the payment of claims incurred as of the valuation date most closely preceding of such termination pursuant to the date on which this representation is made or deemed made. No Multiemployer Plan is, or is expected to be, in Reorganization, Insolvent, or in “endangered” or “critical” status terms of such plan and the requirements of applicable law. (within the meaning d) None of Section 432 of the Code or Section 305 of ERISA) that has resulted or could reasonably be expected to result in a material liability to the Borrower or its Subsidiaries sponsors, maintains or contributes to any Commonly Controlled Entityemployee pension plan, as defined in section 3(2) of ERISA, that is subject to Title IV of ERISA, section 302 of ERISA or section 412 of the Code.

ERISA. Except as set forth on Schedule 4.13, neither would not have or be reasonably expected to have a material Reportable Event nor a failure by the Borrower or any Commonly Controlled Entity to make by its due date a required installment under Section 430(jMaterial Adverse Effect: (a) of the Code with respect to any Plan or the failure by any Plan to satisfy the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, whether or not waived has occurred during During the five-year period prior to the date on which this representation is made or deemed made made: (i) no Termination Event has occurred, and, to the best knowledge of the Credit Parties, no event or condition has occurred or exists as a result of which any Termination Event could reasonably be expected to occur, with respect to any Plan; (ii) no "accumulated funding deficiency," as such term is defined in Section 302 of ERISA and Section 412 of the Code, and whether or not waived, has occurred with respect to any Plan; (iii) each Plan has complied been maintained, operated, and funded in all compliance with its own terms and in material respects compliance with the applicable provisions of ERISA and ERISA, the Code. No termination of a Single Employer Plan has occurred, and any other applicable federal or state laws; and (iv) no Lien lien in favor of or the PBGC or a Plan has arisen, during such five-year period. arisen or is reasonably likely to arise on account of any Plan. (b) The actuarial present value of all accrued benefits "benefit liabilities" (within the meaning of Section 4001 of ERISA) under each Single Employer Plan (based on those determined utilizing the actuarial assumptions used to fund such Plans) ), whether or not vested, did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the fair market current value as of such date of the assets of such Plan allocable to such accrued benefits by liabilities. (c) Neither a material amount. Neither the Borrower Credit Party, nor any Commonly Controlled Entity of its Subsidiaries, nor any ERISA Affiliate has had a complete or partial incurred, or, to the best knowledge of the Credit Parties, are reasonably expected to incur, any withdrawal from liability under ERISA to any Multiemployer Plan that has resulted or could reasonably be expected to result in Multiple Employer Plan. Neither a material liability under ERISACredit Party, and neither the Borrower nor any Commonly Controlled Entity would become subject to of its Subsidiaries, nor any material liability under ERISA if the Borrower or Affiliate has received any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. No notification that any Multiemployer Plan is, or is expected to be, in Reorganization, Insolvent, or in “endangered” or “critical” status reorganization (within the meaning of Section 432 4241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA), or has been terminated (within the meaning of Title IV of ERISA), and no Multiemployer Plan is, to the best knowledge of the Credit Parties, reasonably expected to be in reorganization, insolvent, or terminated. (d) No prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) or breach of fiduciary responsibility has occurred with respect to a Plan which has subjected or is reasonably likely to subject a Credit Party or any of its Subsidiaries or any ERISA Affiliate to any liability under Sections 406, 409, 502(i), or 502(l) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which a Credit Party or any of its Subsidiaries or any ERISA Affiliate has agreed or is required to indemnify any person against any such liability. (e) The present value (determined using actuarial and other assumptions which are reasonable with respect to the benefits provided and the employees participating) of the liability of the Credit Parties and their Subsidiaries and each ERISA Affiliate for post-retirement welfare benefits to be provided to their current and former employees under Plans which are welfare benefit plans (as defined in Section 3(1) of ERISA), net of all assets under all such Plans allocable to such benefits, are reflected on the Financial Statements in accordance with FASB 106. (f) Each Plan which is a welfare plan (as defined in Section 3(1) of ERISA) to which Sections 601-609 of ERISA and Section 4980B of the Code or Section 305 of ERISA) that apply has resulted or could reasonably be expected to result been administered in a compliance in all material liability to the Borrower or any Commonly Controlled Entityrespects with such sections.

ERISA. Except as set forth on Schedule 4.13, neither a material Reportable Event nor a failure by the Borrower or any Commonly Controlled Entity to make by its due date a required installment under Section 430(j(a) of the Code with respect to any Plan or the failure by any Plan to satisfy the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, whether or not waived has occurred during During the five-year period prior to the date on which this representation is made or deemed made made: (i) no ERISA Event has occurred, and, to the best knowledge of the Executive Officers of the Credit Parties, no event or condition has occurred or exists as a result of which any ERISA Event could reasonably be expected to occur, with respect to any Plan; (ii) no “accumulated funding deficiency,” as such term is defined in Section 302 of ERISA and Section 412 of the Code, and whether or not waived, has occurred with respect to any Plan; (iii) each Plan has complied been maintained, operated, and funded in all compliance with its own terms and in material respects compliance with the applicable provisions of ERISA and ERISA, the Code. No termination of a Single Employer Plan has occurred, and any other applicable Federal or state laws; and (iv) no Lien in favor of the PBGC or a Plan has arisen, during such five-year period. arisen or is reasonably likely to arise on account of any Plan. (b) The actuarial present value of all accrued benefits “benefit liabilities” (as defined in Section 4001(a)(16) of ERISA), whether or not vested, under each Single Employer Plan (based on those assumptions used to fund such Plans) did notPlan, as of the last annual valuation date prior to the date on which this representation is made or deemed mademade (determined, in each case, in accordance with Financial Accounting Standards Board Statement 87, utilizing the actuarial assumptions used in such Plan’s most recent actuarial valuation report), did not exceed as of such valuation date the fair market value of the assets of such Plan allocable to such accrued benefits by a material amount. Plan. (c) Neither the Borrower any Consolidated Party nor any Commonly Controlled Entity ERISA Affiliate has had a complete or partial incurred, or, to the best knowledge of the Executive Officers of the Credit Parties, could be reasonably expected to incur, any withdrawal from liability under ERISA to any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability under ERISA, and neither the Borrower Multiple Employer Plan. Neither any Consolidated Party nor any Commonly Controlled Entity ERISA Affiliate would become subject to any material withdrawal liability under ERISA if the Borrower any Consolidated Party or any such Commonly Controlled Entity ERISA Affiliate were to withdraw completely from all Multiemployer Plans and Multiple Employer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. No Neither any Consolidated Party nor any ERISA Affiliate has received any notification that any Multiemployer Plan is, or is expected to be, in Reorganization, Insolvent, or in “endangered” or “critical” status reorganization (within the meaning of Section 432 4241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA), or has been terminated (within the meaning of Title IV of ERISA), and no Multiemployer Plan is, to the best knowledge of the Executive Officers of the Credit Parties, reasonably expected to be in reorganization, insolvent, or terminated. (d) No prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) or breach of fiduciary responsibility has occurred with respect to a Plan which has subjected or may subject any Consolidated Party or any ERISA Affiliate to any liability under Sections 406, 409, 502(i), or 502(l) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which any Consolidated Party or any ERISA Affiliate has agreed or is required to indemnify any Person against any such liability. (e) Neither any Consolidated Party nor any ERISA Affiliates has any material liability with respect to “expected post-retirement benefit obligations” within the meaning of the Financial Accounting Standards Board Statement 106. Each Plan which is a welfare plan (as defined in Section 3(1) of ERISA) to which Sections 601-609 of ERISA and Section 4980B of the Code apply has been administered in compliance in all material respects with such sections. (f) Neither the execution and delivery of this Credit Agreement nor the consummation of the financing transactions contemplated thereunder will involve any transaction which is subject to the prohibitions of Sections 404, 406 or 407 of ERISA or in connection with which a tax could be imposed pursuant to Section 305 4975 of the Code. The representation by the Credit Parties in the preceding sentence is made in reliance upon and subject to the accuracy of the Lenders’ representation in Section 11.15 with respect to their source of funds and is subject, in the event that the source of the funds used by the Lenders in connection with this transaction is an insurance company’s general asset account, to the application of Prohibited Transaction Class Exemption 95-60, 60 Fed. Reg. 35,925 (1995), compliance with the regulations issued under Section 401(c)(1)(A) of ERISA) that has resulted , or could reasonably be expected to result in a material liability the issuance of any other prohibited transaction exemption or similar relief, to the Borrower effect that assets in an insurance company’s general asset account do not constitute assets of an “employee benefit plan” within the meaning of Section 3(3) of ERISA or any Commonly Controlled Entitya “plan” within the meaning of Section 4975(e)(1) of the Code.

ERISA. Except as set forth on Schedule 4.133.13, neither a material Reportable Event nor a failure by the Borrower or any Commonly Controlled Entity to make by its due date a required installment under Section 430(j) of the Code with respect to any Plan or the failure by any Plan to satisfy the minimum an "accumulated funding standards deficiency" (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, whether or not waived has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Single Employer Plan or, to the knowledge of the Borrower, with respect to any Multiemployer Plan, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code. No termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period. The Except as disclosed in the Borrower's Form 10-K for the year ended December 31, 2005, as of December 31, 2005, the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) 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 Plan allocable to such accrued benefits by a material amount. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability under ERISAERISA that could reasonably be expected to have Material Adverse Effect, and neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. No Multiemployer Plan is, or is expected to be, in Reorganization, Insolvent, or in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA) that has resulted or made except as could not reasonably be expected to result in have a material liability Material Adverse Effect. As of the Closing Date, to the Borrower knowledge of the Borrower, no such Multiemployer Plan is in Reorganization or any Commonly Controlled EntityInsolvent.

ERISA. (a) Except as set forth on Schedule 4.13would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: neither a material Reportable Event nor a failure by the Borrower or any Commonly Controlled Entity to make by its due date a required installment under Section 430(j) of the Code with respect to any Plan or the failure by any Plan to satisfy the minimum an “accumulated funding standards deficiency” (within the meaning of Section 412 412(a) of the Code or Section 302 302(a)(2) of ERISA) applicable to such Plan, whether or not waived has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Single Employer Plan, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code. No ; no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Single Employer Plan has arisen, during such five-year period. The ; the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Single Employer Plans) 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 Single Employer Plan allocable to such accrued benefits by a material amount. Neither benefits; none of Holdings, the Borrower nor any Commonly Controlled Entity of its Subsidiaries has had (or reasonably expects to have) a complete or partial withdrawal from any Multiemployer Plan that has resulted or could would reasonably be expected to result in a material liability under ERISA, and neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if and, to the knowledge of Holdings and the Borrower, no Multiemployer Plan is in Reorganization or Insolvent. (b) Holdings, the Borrower and its Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. No Multiemployer Plan is, or is expected to be, in Reorganization, Insolvent, or in “endangered” or “critical” status (plan within the meaning of Section 432 3(3) of ERISA which is subject to Title IV of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings, the Code or Section 305 Borrower and its Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of ERISA) being treated as a single employer under Title IV of ERISA with the sponsor of such plan that has resulted or could would reasonably be expected likely to have a Material Adverse Effect and result in a material liability to direct obligation of Holdings, the Borrower or any Commonly Controlled Entityand its Subsidiaries to pay money.

ERISA. Except as set forth on Schedule 4.13, neither Neither a material Reportable Event nor a failure by the Borrower or any Commonly Controlled Entity to make by its due date a required installment under Section 430(j) of the Code with respect to any Plan or the failure by any Plan to satisfy the minimum an “accumulated funding standards deficiency” (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, whether or not waived has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Single Employer Plan or Multiemployer Plan, and and, except as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect, each Plan has complied in all material respects with the applicable provisions of ERISA and the Code. No termination of a Single Employer Plan or Multiemployer Plan has occurred, and no Lien in favor of the PBGC or such a Plan has arisen, during such five-year period. The present value of all accrued benefits under each Single Employer Plan that is a “pension plan” within the meaning of Section 3(2) of ERISA (based on those assumptions used to fund such Single Employer Plans) 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 Single Employer Plan allocable to such accrued benefits by a material amount. Neither the Borrower nor any Commonly Controlled Entity has had had, within the past five years, a complete or partial withdrawal from any Multiemployer Plan that has resulted or could would reasonably be expected to result in a material liability under ERISA, and neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. No such Multiemployer Plan is, is in Reorganization or is expected to be, in Reorganization, Insolvent, or in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA) that has resulted or could reasonably be expected to result in a material liability to the Borrower or any Commonly Controlled Entity.

ERISA. Except as set forth on Schedule 4.13, neither Neither a material Reportable Event nor a failure by the Borrower or any Commonly Controlled Entity to make by its due date a required installment under Section 430(j) of the Code with respect to any Plan or the failure by any Plan to satisfy the minimum an "accumulated funding standards deficiency" (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, whether or not waived has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan other than a Multiemployer Plan, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code, where the liability could be reasonably expected to result could have a Material Adverse Effect; provided, however, that with respect to any Multiemployer Plan, such representation is made only to the knowledge of the Borrower. No termination of a Single Employer Plan pursuant to Section 4041(c) or 4042 of ERISA has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period. The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) 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 Plan allocable to such accrued benefits by a material amount. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected and to result in a material liability under ERISAthe knowledge of the Borrower, and neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. No Multiemployer Plan is, or is expected to be, in Reorganization, Insolvent, or in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA) that has resulted or made which liability could be reasonably be expected to result could have a Material Adverse Effect. No such Multiemployer Plan is in a material liability to the Borrower Reorganization or any Commonly Controlled EntityInsolvent.

ERISA. Except as set forth on Schedule 4.13, neither Neither a material Reportable Event nor a failure by the Borrower or any Commonly Controlled Entity to make by its due date a required installment under Section 430(j) of the Code with respect to any Plan or the failure by any Plan to satisfy the “minimum funding standards standards” (whether or not waived), within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, whether or not waived has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan, and during such five-year period, there has been no failure to make by its due date a required installment under Section 430(j) of the Code with respect to any Single Employer Plan and no Lien in favor of the PBGC with respect to Plan or in favor of a Plan has arisen. Except as, in the aggregate, would not reasonably be expected to have a Material Adverse Effect: (i) each Plan has complied in all material respects with the applicable provisions of ERISA and the Code. No ; (ii) each Plan that is subject to Title IV of ERISA has satisfied the minimum funding standards (within the meaning of Section 412 or 430 of the Code or Section 302 of ERISA) applicable to such Plan, and there has been no determination that any such Plan is, or is expected to be, in “at risk” status (within the meaning of Title IV of ERISA); (iii) neither the Borrower nor any Commonly Controlled Entity has received a notice from the PBGC to terminate any Plan under Section 4041 of ERISA or to have a trustee appointed for any Plan under Section 4042 of ERISA; (iv) no termination of a Single Employer Plan has occurred, occurred and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period. The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) 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 Plan allocable to such accrued benefits by a material amount. Neither benefits; (v) neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability under ERISA, and neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. No ; (vi) no Multiemployer Plan isto which the Borrower or any Commonly Controlled Entity contributes, or is expected obligated to be, in Reorganization, Insolventcontribute to, or in “endangered” the preceding five years had an obligation to contribute to, is Insolvent or “critical” status (in endangered or critical status, within the meaning of Section 432 of the Code or Section 305 or Title IV of ERISA; and (vii) that has resulted or the Borrower is not and could not reasonably be expected to result in a material be subject to any liability with respect to the Borrower or any Commonly Controlled EntityPlan.

ERISA. Except as set forth on Schedule 4.13, neither is not reasonably likely to have a material Reportable Event nor a failure by the Borrower or any Commonly Controlled Entity to make by its due date a required installment under Section 430(jMaterial Adverse Effect: (a) of the Code with respect to any Plan or the failure by any Plan to satisfy the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, whether or not waived has occurred during During the five-year period prior to the date on which this representation is made or deemed made made: (i) no ERISA Event has occurred, and, to the best knowledge of the Borrower, no event or condition has occurred or exists as a result of which any ERISA Event could reasonably be expected to occur, with respect to any Plan; (ii) no "accumulated funding deficiency," as such term is defined in Section 302 of ERISA and Section 412 of the Code, and whether or not waived, has occurred with respect to any Plan; (iii) each Plan has complied been maintained, operated, and funded in all compliance with its own terms and in material respects compliance with the applicable provisions of ERISA and ERISA, the Code. No termination of a Single Employer Plan has occurred, and any other applicable federal or state laws; and (iv) no Lien lien in favor of the PBGC or a Plan has arisen, during such five-year period. arisen or is reasonably likely to arise on account of any Plan. (b) The actuarial present value of all accrued benefits "benefit liabilities" (as defined in Section 4001(a)(16) of ERISA), whether or not vested, under each Single Employer Plan (based on those assumptions used to fund such Plans) did notPlan, as of the last annual valuation date prior to the date on which this representation is made or deemed mademade (determined, in each case, in accordance with Financial Accounting Standards Board Statement 87, utilizing the actuarial assumptions used in such Plan's most recent actuarial valuation report), did not exceed as of such valuation date the fair market value of the assets of such Plan allocable to such accrued benefits by a material amount. Neither Plan. (c) No member of the Borrower Consolidated Group nor any Commonly Controlled Entity ERISA Affiliate has had a complete or partial incurred, or, to the best knowledge of the Borrower, could be reasonably expected to incur, any withdrawal from liability under ERISA to any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability under ERISA, and neither Multiple Employer Plan. No member of the Borrower Consolidated Group nor any Commonly Controlled Entity ERISA Affiliate would become subject to any material withdrawal liability under ERISA if any member of the Borrower Consolidated Group or any such Commonly Controlled Entity ERISA Affiliate were to withdraw completely from all Multiemployer Plans and Multiple Employer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. No member of the Consolidated Group nor any ERISA Affiliate has received any notification that any Multiemployer Plan is, or is expected to be, in Reorganization, Insolvent, or in “endangered” or “critical” status reorganization (within the meaning of Section 432 4241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA), or has been terminated (within the meaning of Title IV of ERISA), and no Multiemployer Plan is, to the best knowledge of the Borrower, reasonably expected to be in reorganization, insolvent, or terminated. (d) No prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) or breach of fiduciary responsibility has occurred with respect to a Plan which has subjected or may subject any member of the Consolidated Group or any ERISA Affiliate to any liability under Sections 406, 409, 502(i), or 502(l) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which any member of the Consolidated Group or any ERISA Affiliate has agreed or is required to indemnify any person against any such liability. (e) No member of the Consolidated Group nor any ERISA Affiliates has any material liability with respect to "expected post-retirement benefit obligations" within the meaning of the Financial Accounting Standards Board Statement 106. Each Plan which is a welfare plan (as defined in Section 3(1) of ERISA) to which Sections 601-609 of ERISA and Section 4980B of the Code or Section 305 apply has been administered in compliance in all material respects of ERISA) that has resulted or could reasonably be expected to result in a material liability to the Borrower or any Commonly Controlled Entitysuch sections.

ERISA. Except as set forth on Schedule 4.13would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect: (i) neither a material Reportable Event nor a failure by the Borrower or any Commonly Controlled Entity to make by its due date a required installment under Section 430(j) of the Code with respect to any Plan or the failure by any Plan to satisfy meet the minimum funding standards (within the meaning of Section 412 412(a) of the Code or Section 302 302(a)(2) of ERISA) applicable to such Plan, whether or not waived has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Single Employer Plan, and each Single Employer Plan has complied in all material respects with the applicable provisions of ERISA and the Code. No ; (ii) no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisenarisen on the assets of the Borrower or any of its Restricted Subsidiaries, during such five-year period. The ; the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) 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 Single Employer Plan allocable to such accrued benefits by a material amount. Neither benefits; (iii) none of the Borrower nor or any Commonly Controlled Entity of its Restricted Subsidiaries has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could would reasonably be expected to result in a material liability under ERISA, and neither ; (iv) none of the Borrower nor or any Commonly Controlled Entity of its Restricted Subsidiaries would become subject to any material liability under ERISA if the Borrower or any such Commonly Controlled Entity Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. No ; and (v) no Multiemployer Plan is, or is expected to be, in Reorganization, Insolvent, or in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA) that has resulted or could reasonably be expected to result in a material liability to the Borrower or any Commonly Controlled Entity.

ERISA. (a) Except as set forth on Schedule 4.13would not reasonably be expected, neither individually or in the aggregate, to have a material Material Adverse Effect: (i) no Reportable Event nor a failure by the Borrower or any Commonly Controlled Entity to make by its due date a required installment under Section 430(j) of the Code has occurred with respect to any Single Employer Plan; (ii) no Single Employer Plan or the failure by any Plan has failed to satisfy the minimum funding standards standard (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan), whether nor applied for or not waived has occurred received a waiver of the minimum funding standard or an extension of an amortization period within the meaning of Section 412 of the Code or Section 303 or 304 of ERISA during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan, and made; (iii) each Plan has complied in with its terms and with all material respects with applicable laws, including without limitation the applicable provisions of ERISA and the Code. No ; (iv) all contributions required to be made with respect to a Single Employer Plan have been made; (v) no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Single Employer Plan has arisen, during such five-year period. The ; (vi) the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Single Employer Plans) 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 Single Employer Plan allocable to such accrued benefits by a material amount. Neither benefits; (vi) none of the Parent, Holdings, the Borrower or any of its Restricted Subsidiaries has incurred any liability in connection with any non-exempt “prohibited transaction” (as defined in Section 406 of ERISA or Section 4975 of the Code) involving any Plan; and (viii) none of the Parent, Holdings, the Borrower nor any Commonly Controlled Entity of its Restricted Subsidiaries has had (or reasonably expects to have) a complete or partial withdrawal from any Multiemployer Plan that has resulted or could would reasonably be expected to result in a material liability under ERISA, and neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if and, to the knowledge of the Parent and the Borrower, no Multiemployer Plan is Insolvent. (b) the Parent, Holdings, the Borrower and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. No Multiemployer Plan is, or is expected to be, in Reorganization, Insolvent, or in “endangered” or “critical” status (plan within the meaning of Section 432 3(3) of ERISA which is subject to Title IV of ERISA that is maintained by a Commonly Controlled Entity (other than the Parent, Holdings, the Borrower and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of the Code Parent, Holdings, the Borrower and its Restricted Subsidiaries to pay money. (c) With respect to any Non-U.S. Plan, none of the following events or Section 305 conditions exists and is continuing that, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect: (a) substantial non-compliance with its terms and with the requirements of ERISAany and all applicable laws, statutes, rules, regulations and orders; (b) failure to be maintained, where required, in good standing with applicable regulatory authorities; (c) any obligation of the Parent or its Subsidiaries in connection with the termination or partial termination of, or withdrawal from, any such Non-U.S. Plan; (d) any Lien on the property of the Parent or its Subsidiaries in favor of a Governmental Authority as a result of any action or inaction regarding such a Non-U.S. Plan; (e) for each such Non-U.S. Plan which is a funded or insured plan, failure to be funded or insured on an ongoing basis to the extent required by applicable non-U.S. law (using actuarial methods and assumptions which are consistent with the valuations last filed with the applicable Governmental Authorities); (f) any facts that, to the best knowledge of the Parent or any of its Subsidiaries, exist that has resulted would reasonably be expected to give rise to a dispute and any pending or could threatened disputes that, to the best knowledge of the Parent or any of its Subsidiaries, would reasonably be expected to result in a material liability to the Borrower Parent or any Commonly Controlled Entityof its Subsidiaries concerning the assets of any such Non-U.S. Plan (other than individual claims for the payment of benefits); and (g) failure to make all contributions in a timely manner to the extent required by applicable non-U.S. law.

ERISA. (a) Except as set forth on Schedule 4.13would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: neither a material Reportable Event nor a failure by the Borrower or any Commonly Controlled Entity to make by its due date a required installment under Section 430(j) of the Code with respect to any Plan or the failure by any Plan to satisfy the minimum an “accumulated funding standards deficiency” (within the meaning of Section 412 412(a) of the Code or Section 302 302(a)(2) of ERISA) applicable to such Plan, whether or not waived has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Single Employer Plan, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code. No ; no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Single Employer Plan has arisen, during such five-year period. The ; the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Single Employer Plans) 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 Single Employer Plan allocable to such accrued benefits by a material amount. Neither benefits; none of the Parent, Holdings, the Borrower nor any Commonly Controlled Entity of its Restricted Subsidiaries has had (or reasonably expects to have) a complete or partial withdrawal from any Multiemployer Plan that has resulted or could would reasonably be expected to result in a material liability under ERISA, and neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if and, to the knowledge of the Parent and the Borrower, no Multiemployer Plan is in Reorganization or Insolvent. (b) the Parent, Holdings, the Borrower and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. No Multiemployer Plan is, or is expected to be, in Reorganization, Insolvent, or in “endangered” or “critical” status (plan within the meaning of Section 432 3(3) of ERISA which is subject to Title IV of ERISA that is maintained by a Commonly Controlled Entity (other than the Parent, Holdings, the Borrower and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of the Code Parent, Holdings, the Borrower and its Restricted Subsidiaries to pay money. (c) With respect to any Pension Plan under the laws of any foreign jurisdiction, none of the following events or Section 305 conditions exists and is continuing that, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect: (a) substantial non-compliance with its terms and with the requirements of ERISAany and all applicable laws, statutes, rules, regulations and orders; (b) failure to be maintained, where required, in good standing with applicable regulatory authorities; (c) any obligation of the Parent or its Subsidiaries in connection with the termination or partial termination of, or withdrawal from, any such foreign plan; (d) any Lien on the property of the Parent or its Subsidiaries in favor of a Governmental Authority as a result of any action or inaction regarding such a foreign plan; (e) for each such foreign plan which is a funded or insured plan, failure to be funded or insured on an ongoing basis to the extent required by applicable non-U.S. law (using actuarial methods and assumptions which are consistent with the valuations last filed with the applicable Governmental Authorities); (f) any facts that, to the best knowledge of the Parent or any of its Subsidiaries, exist that has resulted would reasonably be expected to give rise to a dispute and any pending or could threatened disputes that, to the best knowledge of the Parent or any of its Subsidiaries, would reasonably be expected to result in a material liability to the Borrower Parent or any Commonly Controlled Entityof its Subsidiaries concerning the assets of any such foreign plan (other than individual claims for the payment of benefits); and (g) failure to make all contributions in a timely manner to the extent required by applicable non-U.S. law.

ERISA. Except as set forth on Schedule 4.13, neither a material Reportable Event nor a failure by the Borrower or any Commonly Controlled Entity to make by its due date a required installment under Section 430(j(a) of the Code with respect to any Plan or the failure by any Plan to satisfy the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, whether or not waived has occurred during During the five-year period prior to the date on which this representation is made or deemed made made: (i) no ERISA Event has occurred, and, to the best knowledge of the Credit Parties, no event or condition has occurred or exists as a result of which any ERISA Event could reasonably be expected to occur, with respect to any Plan; (ii) no "accumulated funding deficiency," as such term is defined in Section 302 of ERISA and Section 412 of the Code, and whether or not waived, has occurred with respect to any Plan; (iii) each Plan has complied been maintained, operated, and funded in all compliance with its own terms and in material respects compliance with the applicable provisions of ERISA and ERISA, the Code. No termination of a Single Employer Plan has occurred, and any other applicable federal or state laws; and (iv) no Lien lien in favor of the PBGC or a Plan has arisen, during such five-year period. arisen or is reasonably likely to arise on account of any Plan. (b) The actuarial present value of all accrued benefits "benefit liabilities" (as defined in Section 4001(a)(16) of ERISA), whether or not vested, under each Single Employer Plan (based on those assumptions used to fund such Plans) did notPlan, as of the last annual valuation date prior to the date on which this representation is made or deemed mademade (determined, in each case, in accordance with Financial Accounting Standards Board Statement 87, utilizing the actuarial assumptions used in such Plan's most recent actuarial valuation report), did not exceed as of such valuation date the fair market value of the assets of such Plan allocable to such accrued benefits by a material amount. Plan. (c) Neither the Borrower any Consolidated Party nor any Commonly Controlled Entity ERISA Affiliate has had a complete or partial incurred, or, to the best knowledge of the Credit Parties, could be reasonably expected to incur, any withdrawal from liability under ERISA to any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability under ERISA, and neither the Borrower Multiple Employer Plan. Neither any Consolidated Party nor any Commonly Controlled Entity ERISA Affiliate would become subject to any material withdrawal liability under ERISA if the Borrower any Consolidated Party or any such Commonly Controlled Entity ERISA Affiliate were to withdraw completely from all Multiemployer Plans and Multiple Employer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. No Neither any Consolidated Party nor any ERISA Affiliate has received any notification that any Multiemployer Plan is, or is expected to be, in Reorganization, Insolvent, or in “endangered” or “critical” status reorganization (within the meaning of Section 432 4241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA), or has been terminated (within the meaning of Title IV of ERISA), and no Multiemployer Plan is, to the best knowledge of the Credit Parties, reasonably expected to be in reorganization, insolvent, or terminated. (d) No prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) or breach of fiduciary responsibility has occurred with respect to a Plan which has subjected or may subject any Consolidated Party or any ERISA Affiliate to any liability under Sections 406, 409, 502(i), or 502(l) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which any Consolidated Party or any ERISA Affiliate has agreed or is required to indemnify any person against any such liability. (e) Neither any Consolidated Party nor any ERISA Affiliates has any material liability with respect to "expected post-retirement benefit obligations" within the meaning of the Financial Accounting Standards Board Statement 106. Each Plan which is a welfare plan (as defined in Section 3(1) of ERISA) to which Sections 601-609 of ERISA and Section 4980B of the Code or Section 305 apply has been administered in compliance in all material respects of ERISA) that has resulted or could reasonably be expected to result in a material liability to the Borrower or any Commonly Controlled Entitysuch sections.

ERISA. Except as set forth on Schedule 4.13where the liability, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) neither a material Reportable Event nor a failure by the Borrower or any Commonly Controlled Entity to make by its due date a required installment under Section 430(j) of the Code with respect to any Plan or the failure by any Plan to satisfy the minimum funding standards with respect to any Single Employer Plan (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, whether or not waived has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Single Employer Plan, and ; (b) each Plan (other than a Multiemployer Plan) has complied in all material respects with the applicable provisions of ERISA and the Code. No ; (c) no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Single Employer Plan has arisenarisen and remains outstanding, during such five-year period. The ; (d) the present value of all accrued benefits under each Single Employer Plan (determined based on those the assumptions used by such Single Employer Plans pursuant to fund such PlansSection 430(h) of the Code) 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 Single Employer Plan (as determined pursuant to Section 430(g) of the Code) allocable to such accrued benefits by in an amount that could reasonably be expected to have a material amount. Neither Material Adverse Effect; (e) none of the Borrower Loan Parties nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected Plan, and, to result in a material liability under ERISAthe knowledge of the Loan Parties, and neither none of the Borrower Loan Parties nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower Loan Parties or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. No ; and (f) no such Multiemployer Plan is, is in Reorganization or is expected to be, in Reorganization, Insolvent, or in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA) that has resulted or could reasonably be expected to result in a material liability to the Borrower or any Commonly Controlled Entity.

ERISA. Except (a) Neither the Borrower nor any member or the Controlled Group has established, is a party to or has any liability under any Plan as set forth on Schedule 4.13of the date hereof. (b) In the event that, neither a material Reportable Event nor a failure by at any time after the date hereof at which the representation under this paragraph (b) is made or deemed remade, the Borrower or any Commonly Controlled Entity to make by its due date a required installment under Section 430(j) member of the Code with respect to Controlled Group shall have established, be a party or have any Plan or the failure by liability under any Plan to satisfy the minimum Plan, then: (i) neither a Reportable Event nor an “accumulated funding standards deficiency” (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, whether or not waived has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code. No ; (ii) no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period. The ; (iii) the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) 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 Plan allocable to such accrued benefits by to an extent which could reasonably be expected to have a material amount. Neither Material Adverse Effect; (iv) neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or which could reasonably be expected to result in have a material liability under ERISAMaterial Adverse Effect, and neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA in an amount which could reasonably be expected to have a Material Adverse Effect if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. No Multiemployer Plan is, or is expected ; (v) to be, in Reorganization, Insolvent, or in “endangered” or “critical” status (within the meaning knowledge of Section 432 of the Code or Section 305 of ERISA) that has resulted or could reasonably be expected to result in a material liability to the Borrower or any Commonly Controlled Entity, no such Multiemployer Plan for which the Borrower or any Subsidiary could reasonably be expected to have a material liability is in Reorganization or Insolvent; and (vi) the present value (determined using actuarial and other assumptions which are reasonable in respect of the benefits provided and the employees participating) of the liability of the Borrower and each Commonly Controlled Entity for post retirement benefits to be provided to their current and former employees under Plans which are welfare benefit plans (as defined in Section 3(1) of ERISA) does not, in the aggregate, exceed the assets under all such Plans allocable to such benefits by an amount in excess of $5,000,000.

ERISA. Except as set forth on Schedule 4.13, neither would not have or be reasonably expected to have a material Reportable Event nor a failure by the Borrower or any Commonly Controlled Entity to make by its due date a required installment under Section 430(jMaterial Adverse Effect: (a) of the Code with respect to any Plan or the failure by any Plan to satisfy the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, whether or not waived has occurred during During the five-year period prior to the date on which this representation is made or deemed made made: (i) no Termination Event has occurred, and, to the knowledge of the Credit Parties, no event or condition has occurred or exists as a result of which any Termination Event could reasonably be expected to occur, with respect to any Plan; (ii) no "accumulated funding deficiency," as such term is defined in Section 302 of ERISA and Section 412 of the Code, and whether or not waived, has occurred with respect to any Plan; (iii) each Plan has complied been maintained, operated, and funded in all compliance with its own terms and in material respects compliance with the applicable provisions of ERISA and ERISA, the Code. No termination of a Single Employer Plan has occurred, and any other applicable federal or state laws; and (iv) no Lien lien in favor of the PBGC or a Plan has arisen, during such five-year period. arisen or is reasonably likely to arise on account of any Plan. (b) The actuarial present value of all accrued benefits "benefit liabilities" (within the meaning of Section 4001 of ERISA) under each Single Employer Plan (based on those determined utilizing the actuarial assumptions used to fund such Plans) ), whether or not vested, did not, as of the last annual valuation date prior to the date on which this representation is made or deemed 50 56 made, exceed the fair market current value as of such date of the assets of such Plan allocable to such accrued benefits by a material amountliabilities. (c) Neither the Borrower, nor any of its Subsidiaries, nor any ERISA Affiliate has incurred, or, to the knowledge of such parties, are reasonably expected to incur, any withdrawal liability under ERISA to any Multiemployer Plan or Multiple Employer Plan. Neither the Borrower Borrower, nor any Commonly Controlled Entity of its Subsidiaries, nor any ERISA Affiliate has had a complete or partial withdrawal from received any notification pursuant to ERISA that any Multiemployer Plan that has resulted or could reasonably be expected to result is in a material liability under ERISA, and neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. No Multiemployer Plan is, or is expected to be, in Reorganization, Insolvent, or in “endangered” or “critical” status reorganization (within the meaning of Section 432 4241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA), or has been terminated (within the meaning of Title IV of ERISA), and, to the best knowledge of such parties, no Multiemployer Plan is reasonably expected to be in reorganization, insolvent, or terminated. (d) No nonexempt prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code Code) or Section 305 breach of ERISA) that fiduciary responsibility has resulted occurred with respect to a Plan which has subjected or could is reasonably be expected to result in a material liability to subject the Borrower or any Commonly Controlled Entityof its Subsidiaries or any ERISA Affiliate to any liability under Sections 406, 409, 502(i), or 502(l) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which the Borrower or any of its Subsidiaries or any ERISA Affiliate has agreed or is required to indemnify any person against any such liability. (e) The present value of the liability of the Borrower and its Subsidiaries and each ERISA Affiliate for post-retirement welfare benefits to be provided to their current and former employees under Plans which are welfare benefit plans (as defined in Section 3(1) of ERISA), net of all assets under all such Plans allocable to such benefits, are reflected on the Financial Statements in accordance with FASB 106. (f) Each Plan which is a welfare plan (as defined in Section 3(1) of ERISA) to which Sections 601-609 of ERISA and Section 4980B of the Code apply has been administered in material compliance with such sections.

ERISA. Except as set forth on Schedule 4.13, neither Neither a material Reportable Event nor a failure by the Borrower or any Commonly Controlled Entity to make by its due date a required installment under Section 430(j) of the Code with respect to any Plan or the failure by any Plan to satisfy the minimum funding standards standard (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, whether or not waived has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan, and each Plan has complied during such period in all material respects with the its terms and he applicable provisions of ERISA and the CodeCode except for any noncompliance that would not result in a material liability to Bermuda Holdings or any of its Subsidiaries. None of Bermuda Holdings, any of its Subsidiaries or any Commonly Controlled Entity has been involved in any transaction, and no condition exists, that would cause Bermuda Holdings or any of its Subsidiaries to be subject to material liability with respect to a Plan to which Bermuda Holdings or any of its Subsidiaries or any Commonly Controlled Entity contributed or was obligated to contribute during the six-year period ending on the date this representation is made or deemed made; or incurred any material liability under Title IV of ERISA which would become or remain a material liability of Bermuda Holdings or any of its Subsidiaries after the Closing Date. No termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or with respect to a Plan has arisen, during such five-year periodperiod that has not been satisfied in full. The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) 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 Plan allocable to such accrued benefits by an amount which, if it became a liability of Bermuda Holdings or any of its Subsidiaries, would be a material amountliability. Neither the Borrower Bermuda Holdings, nor any of its Subsidiaries nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability under ERISAthat has not been satisfied in full, and neither the Borrower Bermuda Holdings, nor any of its Subsidiaries nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower Bermuda Holdings or any of its Subsidiaries or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made, in either case that would result in a material liability to Bermuda Holdings or any of its Subsidiaries. To the knowledge of Bermuda Holdings, no such Multiemployer Plan is in Reorganization or Insolvent. The present value (determined using actuarial and other assumptions which are reasonable in respect of the benefits provided and the employees participating) of the liability of Bermuda Holdings, its Subsidiaries and each Commonly Controlled Entity for post retirement benefits to be provided to their current and former employees under Plans which are welfare benefit plans (as defined in Section 3(1) of ERISA) does not, in the aggregate, exceed the assets under all such Plans allocable to such benefits by an amount which, if it became a liability of Bermuda Holdings or any of its Subsidiaries, would be a material liability except to the extent that such liability is properly reflected on Bermuda Holdings’ financial statements. For purposes of this subsection 4.14, a material liability shall mean a liability exceeding $5,000,000. No Multiemployer Plan is, has applied for or is expected to be, in Reorganization, Insolvent, or in “endangered” or “critical” status received a waiver of the minimum funding standard (within the meaning of Section 432 412 of the Code or Section 305 302 of ERISA) that has resulted or could reasonably be expected an extension of any amortization period within the meaning of Section 412 of the Code or Section 303 or 304 of ERISA. No proceedings have been instituted to result in terminate or appoint a material liability trustee to the Borrower or administer any Commonly Controlled EntitySingle Employer Plan.

ERISA. Except as set forth on Schedule 4.13, neither would not reasonably be expected to have a material Reportable Event nor a failure by Material Adverse Effect: (a) During the Borrower or any Commonly Controlled Entity to make by its due date a required installment under Section 430(jfive (5) of the Code with respect to any Plan or the failure by any Plan to satisfy the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, whether or not waived has occurred during the five-year period prior to the date on which this representation is made or deemed made made: (i) no ERISA Event has occurred, and, to the best knowledge of the Borrowers and the Guarantors, no event or condition has occurred or exists as a result of which any ERISA Event could reasonably be expected to occur, with respect to any Plan; (ii) no "accumulated funding deficiency," as such term is defined in Section 302 of ERISA and Section 412 of the Internal Revenue Code, and whether or not waived, has occurred with respect to any Plan; (iii) each Plan has complied been maintained, operated, and funded in all compliance with its own terms and in material respects compliance with the applicable provisions of ERISA and ERISA, the Internal Revenue Code. No termination of a Single Employer Plan has occurred, and any other applicable federal or state laws; and (iv) no Lien lien in favor of the PBGC or a Plan has arisen, during such five-year period. arisen or is reasonably likely to arise on account of any Plan. (b) The actuarial present value of all accrued benefits "benefit liabilities" (as defined in Section 4001(a)(16) of ERISA), whether or not vested, under each Single Employer Plan (based on those assumptions used to fund such Plans) did notPlan, as of the last annual valuation date prior to the date on which this representation is made or deemed mademade (determined, in each case, in accordance with Financial Accounting Standards Board Statement 87, utilizing the actuarial assumptions used in such Plan's most recent actuarial valuation report), did not exceed as of such valuation date the fair market value of the assets of such Plan allocable Plan. (c) No member of the Consolidated Group has incurred, or, to such accrued benefits by a material amount. Neither the Borrower nor best knowledge of the Borrowers and the Guarantors, could be reasonably expected to incur, any Commonly Controlled Entity has had a complete or partial withdrawal from liability under ERISA to any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability under ERISA, and neither Multiple Employer Plan. No member of the Borrower nor any Commonly Controlled Entity Consolidated Group would become subject to any material withdrawal liability under ERISA if any member of the Borrower or any such Commonly Controlled Entity Consolidated Group were to withdraw completely from all Multiemployer Plans and Multiple Employer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. No member of the Consolidated Group has received any notification that any Multiemployer Plan is, or is expected to be, in Reorganization, Insolvent, or in “endangered” or “critical” status reorganization (within the meaning of Section 432 4241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA), or has been terminated (within the meaning of Title IV of ERISA), and no Multiemployer Plan is, to the best knowledge of the Code Borrowers and the Guarantors, reasonably expected to be in reorganization, insolvent, or terminated. (d) No prohibited transaction (within the meaning of Section 406 of ERISA or Section 305 4975 of the Internal Revenue Code) or breach of fiduciary responsibility has occurred with respect to a Plan which has subjected or may subject any member of the Consolidated Group to liability under Sections 406, 409, 502(i), or 502(l) of ERISA or Section 4975 of the Internal Revenue Code, or under any agreement or other instrument pursuant to which any member of the Consolidated Group has agreed or is required to indemnify any Person against any such liability. (e) No member of the Consolidated Group has liability with respect to "expected post-retirement benefit obligations" within the meaning of the Financial Accounting Standards Board Statement 106. Each Plan which is a welfare plan (as defined in Section 3(1) of ERISA) to which Sections 601-609 of ERISA and Section 4980B of the Internal Revenue Code apply has been administered in compliance in all material respects of such sections. (f) Neither the execution and delivery of this Credit Agreement nor the consummation of the financing transactions contemplated thereunder will involve any transaction which is subject to the prohibitions of Sections 404, 406, or 407 of ERISA by reason of the identity of any member of the Consolidated Group or in connection with which a tax could be imposed on any member of the Consolidated Group pursuant to Section 4975 of the Internal Revenue Code. (g) No ERISA Affiliate that is not a member of the Consolidated Group has resulted incurred, or to the best knowledge of the Borrowers and the Guarantors, could reasonably be expected to result incur, any liability under ERISA, the Internal Revenue Code or otherwise in relation to any ERISA Affiliate Plan that would have a material liability to the Borrower or any Commonly Controlled EntityMaterial Adverse Effect.

ERISA. Except as set forth on Schedule 4.13where the liability, individually or in the aggregate, which could reasonably be expected to result has not had or could not reasonably be expected to have a Material Adverse Effect: (i) neither a material Reportable Event nor a failure by the Borrower or any Commonly Controlled Entity to make by its due date a required installment under Section 430(j) of the Code with respect to any Plan or the failure by any Plan to satisfy the minimum an "accumulated funding standards deficiency" (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, whether or not waived has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Single Employer Plan, and ; (ii) each Plan (other than a Multiemployer Plan) has complied in all material respects with the applicable provisions of ERISA and the Code. No ; (iii) no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Single Employer Plan has arisenarisen and remains outstanding, during such five-year period. The ; (iv) the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) 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 Plan allocable to such accrued benefits by an amount which could reasonably be expected to have a material amount. Neither Material Adverse Effect; (v) none of the Borrower Credit Parties nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected Plan, and, to result in a material liability under ERISAthe best knowledge of the Credit Parties, and neither none of the Borrower Credit Parties nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower Credit Parties or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. No ; (vi) no such Multiemployer Plan is, is in Reorganization or is expected to be, Insolvent; (vii) the present value (determined using actuarial and other assumptions which are reasonable in Reorganization, Insolvent, or in “endangered” or “critical” status (within the meaning of Section 432 respect of the Code or benefits provided and the employees participating) of the liability of the Borrower and each Commonly Controlled Entity for post retirement benefits to be provided to their current and former employees under Plans which are welfare benefit plans (as defined in Section 305 3(1) of ERISA) that has resulted or could reasonably be expected does not, in the aggregate, exceed the assets under all such Plans allocable to result in a material liability to the Borrower or any Commonly Controlled Entitysuch benefits.

ERISA. (a) Except as set forth on Schedule 4.13would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect: (i) neither a material Reportable Event nor a failure by the Borrower or any Commonly Controlled Entity to make by its due date a required installment under Section 430(j) of the Code with respect to any Plan or the failure by any Plan to satisfy meet the minimum funding standards (within the meaning of Section 412 412(a) of the Code or Section 302 302(a)(2) of ERISA) applicable to such Plan, whether or not waived has occurred during the five-year period prior to the date on which this representation is made or deemed made is reasonably expected to occur with respect to any Single Employer Plan, and each Single Employer Plan has complied in all material respects with the applicable provisions of ERISA and the Code. No ; (ii) no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisenarisen on the assets of the Borrower, any of its Subsidiaries or any Commonly Controlled Entity, during such five-year period. The , nor is any such termination or Lien reasonably expected to occur or arise; the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) 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 Single Employer Plan allocable to such accrued benefits by a material amount. Neither benefits; (iii) none of the Borrower nor Borrower, any of its Subsidiaries or any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could would reasonably be expected to result in a material liability under ERISA; (iv) none of the Borrower, and neither the Borrower nor any of its Subsidiaries or any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower or any such Subsidiary or Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. No ; (v) no Multiemployer Plan isis Insolvent; (vi) there has not been a withdrawal by the Borrower, any of its Subsidiaries or any Commonly Controlled Entities from a Single Employer Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as a termination of a Single Employer Plan under Section 4062(e) of ERISA; and (vii) there has not been a filing under Section 4041(c) of ERISA of a notice of intent to terminate a Single Employer Plan, the treatment of a Single Employer Plan or Multiemployer Plan amendment as a termination under Sections 4041 or 4041A of ERISA, or is expected the commencement of proceedings by the PBGC to beterminate a Single Employer Plan or Multiemployer Plan. (b) The Borrower and its Subsidiaries have not incurred, in Reorganizationand do not reasonably expect to incur, Insolvent, any liability under ERISA or in “endangered” or “critical” status (the Code with respect to any plan within the meaning of Section 432 3(3) of ERISA which is subject to Title IV of ERISA or Section 412 of the Code or Section 305 302 of ERISAERISA that is maintained by a Commonly Controlled Entity (other than the Borrower and its Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that has resulted or could would reasonably be expected likely to have a Material Adverse Effect and result in a material liability to direct obligation of the Borrower or any Commonly Controlled Entityof its Subsidiaries to pay money. (c) Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect, no Non-U.S. Plan Event has occurred or is reasonably expected to occur.

ERISA. Except as set forth on Schedule 4.13, neither would not have or be reasonably expected to have a material Reportable Event nor a failure by the Borrower or any Commonly Controlled Entity to make by its due date a required installment under Section 430(jMaterial Adverse Effect: (a) of the Code with respect to any Plan or the failure by any Plan to satisfy the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, whether or not waived has occurred during During the five-year period prior to the date on which this representation is made or deemed made made: (i) no ERISA Event has occurred, and, to the knowledge of the Credit Parties, no event or condition has occurred or exists as a result of which any ERISA Event could reasonably be expected to occur, with respect to any Plan; (ii) there have been no unpaid contributions required under Section 303 of ERISA and Section 430 of the Code with respect to any Single Employer Plan, or, with respect to any Credit Party’s, any Subsidiary’s, or any ERISA Affiliate’s contribution obligations only, under Section 304 or 305 of ERISA and Section 431 or 432 of the Code with respect to any Multiemployer Plan; (iii) each Plan has complied been maintained, operated, and funded in all compliance with its own terms and in material respects compliance with the applicable provisions of ERISA and ERISA, the Code. No termination of a Single Employer Plan has occurred, and any other applicable federal or state laws; and (iv) no Lien lien in favor of the PBGC or a Plan with respect to any of the assets of any Credit Party, any of its Subsidiaries or any ERISA Affiliate has arisen, during such five-year period. arisen or is reasonably likely to arise on account of any Pension Plan. (b) The actuarial present value of all accrued benefits “benefit liabilities” (within the meaning of Section 4001 of ERISA) under each Single Employer Plan (based on those determined utilizing the actuarial assumptions used to fund such Plans) ), whether or not vested, did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the fair market current value as of such date of the assets of such Plan allocable to such accrued benefits by a material amount. liabilities. (c) Neither the Borrower Borrower, nor any Commonly Controlled Entity of its Subsidiaries, nor any ERISA Affiliate has had a complete or partial incurred, or, to the knowledge of such parties, are reasonably expected to incur, any withdrawal from liability under ERISA to any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability under ERISAMultiple Employer Plan. Neither Borrower, and neither the Borrower nor any Commonly Controlled Entity would become subject of its Subsidiaries, nor any ERISA Affiliate has received any notification pursuant to ERISA that any material liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. No Multiemployer Plan is, or is expected to be, in Reorganization, Insolvent, or in “endangered” or “critical” status reorganization (within the meaning of Section 432 4241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA), or has been terminated (within the meaning of Title IV of ERISA), and, to the best knowledge of such parties, no Multiemployer Plan is reasonably expected to be in reorganization, insolvent, or terminated. (d) No nonexempt prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) or breach of fiduciary responsibility has occurred with respect to a Plan which has subjected or is reasonably expected to subject Borrower or any of its Subsidiaries or any ERISA Affiliate to any liability under Sections 406, 409, 502(i), or 502(l) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which Borrower or any of its Subsidiaries or any ERISA Affiliate has agreed or is required to indemnify any person against any such liability. (e) The present value of the liability of Borrower and its Subsidiaries and each ERISA Affiliate for post-retirement welfare benefits to be provided to their current and former employees under Plans which are welfare benefit plans (as defined in Section 3(1) of ERISA), net of all assets under all such Plans allocable to such benefits, are reflected on the Financial Statements in accordance with FASB 106. (f) Each Plan which is a welfare plan (as defined in Section 3(1) of ERISA) to which Sections 601-609 of ERISA and Section 4980B of the Code or Section 305 of ERISA) that apply has resulted or could reasonably be expected to result been administered in a material liability to the Borrower or any Commonly Controlled Entitycompliance with such sections.

ERISA. Except as set forth on Schedule 4.13, neither a material Reportable Event nor a failure by the Borrower or any Commonly Controlled Entity to make by its due date a required installment under Section 430(j(a) of the Code with respect to any Plan or the failure by any Plan to satisfy the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, whether or not waived has occurred during During the five-year period prior to the date on which this representation is made or deemed made made: (i) no ERISA Event has occurred, and, to the best knowledge of the Credit Parties, no event or condition has occurred or exists as a result of which any ERISA Event could reasonably be expected to occur, with respect to any Plan; (ii) no "accumulated funding deficiency," as such term is defined in Section 302 of ERISA and Section 412 of the Code, and whether or not waived, has occurred with respect to any Plan; (iii) each Plan has complied been maintained, operated, and funded in all compliance with its own terms and in material respects compliance with the applicable provisions of ERISA and ERISA, the Code. No termination of a Single Employer Plan has occurred, and any other applicable federal or state laws; and (iv) no Lien lien in favor of the PBGC or a Plan has arisen, during such five-year period. arisen or is reasonably likely to arise on account of any Plan. (b) The actuarial present value of all accrued benefits "benefit liabilities" (as defined in Section 4001(a)(16) of ERISA), whether or not vested, under each Single Employer Plan (based on those assumptions used to fund such Plans) did notPlan, as of the last annual valuation date prior to the date on which this representation is made or deemed mademade (determined, in each case, utilizing the actuarial assumptions used in such Plan's most recent actuarial valuation report), did not exceed as of such valuation date the fair market value of the assets of such Plan allocable to such accrued benefits by a material amount. Plan. (c) Neither the Borrower any Consolidated Party nor any Commonly Controlled Entity ERISA Affiliate has had a complete or partial incurred, or, to the best knowledge of the Credit Parties, could be reasonably expected to incur, any withdrawal from liability under ERISA to any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability under ERISA, and neither the Borrower Multiple Employer Plan. Neither any Consolidated Party nor any Commonly Controlled Entity ERISA Affiliate would become subject to any material withdrawal liability under ERISA if the Borrower any Consolidated Party or any such Commonly Controlled Entity ERISA Affiliate were to withdraw completely from all Multiemployer Plans and Multiple Employer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. No Neither any Consolidated Party nor any ERISA Affiliate has received any notification that any Multiemployer Plan is, or is expected to be, in Reorganization, Insolvent, or in “endangered” or “critical” status reorganization (within the meaning of Section 432 4241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA), or has been terminated (within the meaning of Title IV of ERISA), and no Multiemployer Plan is, to the best knowledge of the Code Credit Parties, reasonably expected to be in reorganization, insolvent, or terminated. (d) No prohibited transaction (within the meaning of Section 406 of ERISA or Section 305 4975 of ERISAthe Code) that or breach of fiduciary responsibility has resulted occurred with respect to a Plan which has subjected or could reasonably be expected may subject any Consolidated Party or any ERISA Affiliate to result in a any liability under Sections 406, 409, 502(i), or 502(l) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which any Consolidated Party or any ERISA Affiliate has agreed or is required to indemnify any person against any such liability. (e) Neither any Consolidated Party nor any ERISA Affiliates has any material liability with respect to "expected post-retirement benefit obligations" within the Borrower or any Commonly Controlled Entitymeaning of the Financial Accounting Standards Board Statement 106.

ERISA. Except as set forth on Schedule 4.13(a) The Obligors, neither a material Reportable Event nor a failure by the Borrower or any Commonly Controlled Entity to make by its due date a required installment under Section 430(j) of the Code with respect to any Plan or the failure by any Plan to satisfy the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, whether or not waived has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan, Subsidiaries and each Plan has ERISA Affiliate have complied in all material respects with ERISA and, where applicable, the applicable provisions Code regarding each Plan. (b) Each Plan (and in the case of a Multiemployer Plan, to the Obligor’s knowledge) is, and has been, maintained in substantial compliance with ERISA and, where applicable, the Code. (c) No act, omission or transaction has occurred which could reasonably be expected to result in the imposition on any Obligor, any Subsidiary or any ERISA Affiliate (whether directly or indirectly) of (i) either a civil penalty assessed pursuant to subsections (c), (i) or (l) of section 502 of ERISA and or a tax imposed pursuant to Chapter 43 of Subtitle D of the CodeCode or (ii) breach of fiduciary duty liability damages under section 409 of ERISA, which in either case would reasonably be expected to result in a material liability of the Obligor. (d) No Plan (other than a defined contribution plan) or any trust created under any such Plan has been terminated which could result in a material liability of the Obligor. No termination material liability to the PBGC (other than for the payment of a Single Employer current premiums which are not past due) by any Obligor, any Subsidiary or any ERISA Affiliate has been or is expected by any Obligor, any Subsidiary or any ERISA Affiliate to be incurred with respect to any Plan. No ERISA Event with respect to any Plan has occurred, and no Lien in favor of occurred during the PBGC or a Plan has arisen, during such fivesix-year period. The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to period preceding the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits by a material amount. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or hereof. (e) Except where noncompliance could reasonably be expected to result in a material liability of the Obligor, full payment when due has been made of all amounts which the Obligors, the Subsidiaries or any ERISA Affiliate is required under ERISAthe terms of each Plan or applicable law to have paid as contributions to such Plan, and neither the Borrower nor Obligors, the Subsidiaries and the ERISA Affiliates have fulfilled their obligations under the minimum funding standards of ERISA and the Code with respect to each Plan (determined without regard to any Commonly Controlled Entity would become waiver of the funding provisions that may be permitted under ERISA or the Code). (f) The actuarial present value of the benefit liabilities under each Plan (other than a Multiemployer Plan) which is subject to any material liability under Title IV of ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans does not, as of the valuation date end of the Obligors’ most closely recently ended fiscal year, exceed by more than $100,000 the current value of the assets (computed on a plan termination basis in accordance with Title IV of ERISA) of such Plan allocable to such benefit liabilities. The term “actuarial present value of the benefit liabilities” shall have the meaning specified in section 4041 of ERISA. (g) None of the Obligors, the Subsidiaries nor any ERISA Affiliate sponsors, maintains, or contributes to an employee welfare benefit plan, as defined in section 3(1) of ERISA, including, without limitation, any such plan maintained to provide benefits to former employees of such entities, that may not be terminated by such Obligor, such Subsidiary or such ERISA Affiliate in its sole discretion at any time without any material liability. (h) None of the Obligors, the Subsidiaries nor any ERISA Affiliate sponsors, maintains or contributes to, or has at any time in the six-year period preceding the date on which hereof sponsored, maintained or contributed to, any Multiemployer Plan. (i) The execution and delivery of this representation Agreement and the issuance, sale and holding of the Notes hereunder will not involve any transaction that is made or deemed made. No Multiemployer Plan is, or is expected subject to be, in Reorganization, Insolvent, the prohibitions of Section 406 of ERISA or in “endangered” or “critical” status (within the meaning of connection with which a tax could be imposed pursuant to Section 432 4975(c)(1)(A)-(D) of the Code or Section 305 of ERISA) that has resulted or could reasonably be expected to result in a material liability to the Borrower or any Commonly Controlled EntityCode.

ERISA. Except as set forth on Schedule 4.13All Benefit Plans have been administered in accordance, neither and are in compliance with the applicable provisions of ERISA, except where such failures to administer or comply would not have a material Reportable Event nor a failure by Parent Material Adverse Effect. Each of the Borrower or any Commonly Controlled Entity Benefit Plans which is intended to make by its due date a required installment under meet the requirements of Section 430(j401(a) of the Code with respect has been determined by the Internal Revenue Service to be "qualified," within the meaning of such section of the Code, and Parent knows of no fact which is likely to have an adverse effect on the qualified status of such plans. None of the Benefit Plans which are defined benefit pension plans have incurred any "accumulated funding deficiency" (whether or not waived) as that term is defined in Section 412 of the Code and the fair market value of the assets of each such plan equals or exceeds the accrued liabilities of such plan. To the best knowledge of Parent, there are not now nor have there been any non-exempt "prohibited transactions," as such term is defined in Section 4975 of the Code or Section 406 of ERISA, involving Parent's Benefit Plans which could subject Parent or its subsidiaries to the penalty or tax imposed under Section 502(i) of ERISA or Section 4975 of the Code. No Benefit Plan which is subject to Title IV of ERISA has been completely or partially terminated; no proceedings to completely or partially terminate any Benefit Plan have been instituted within the failure by any Plan to satisfy the minimum funding standards (meaning of Subtitle C of said Title IV of ERISA; and no reportable event within the meaning of Section 412 4043(c) of said Subtitle C for which the Code or Section 302 30 day notice requirement has been waived of ERISA) applicable to such Plan, whether or not waived ERISA has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Benefit Plan, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code. No termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period. The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) 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 Plan allocable to such accrued benefits by a material amount. Neither the Borrower Parent nor any Commonly Controlled Entity of its subsidiaries has had made a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability under ERISAwithdrawal, and neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. No Multiemployer Plan is, or is expected to be, in Reorganization, Insolvent, or in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 4201 of ERISA) that , from any multiemployer plan which has resulted in, or could is reasonably be expected to result in a material in, any withdrawal liability to the Borrower Parent or any Commonly Controlled Entityof its subsidiaries except for any such liability which would not have a Parent Material Adverse Effect. Neither the Parent nor any of its subsidiaries has engaged in any transaction described in Section 4069 of ERISA within the last five years except for any such transaction which would not have a Parent Material Adverse Effect.

ERISA. Except as set forth on disclosed and described in Schedule 4.13, neither a material Reportable Event nor a failure by the Borrower or any Commonly Controlled Entity to make by its due date a required installment under Section 430(j6.12 attached hereto: (a) of the Code with respect to any Plan or the failure by any Plan to satisfy the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, whether or not waived has occurred during During the five-year period prior to the date on which this representation is made or deemed made made: (i) no ERISA Event has occurred which could have a Material Adverse Effect, and, to the best knowledge of the Executive Officers of the Credit Parties, no event or condition has occurred or exists as a result of which any ERISA Event could reasonably be expected to occur, with respect to any Plan; (ii) no "accumulated funding deficiency," as such term is defined in Section 302 of ERISA and Section 412 of the Code, and whether or not waived, has occurred with respect to any Plan; (iii) each Plan has complied been maintained, operated, and funded in all compliance with its own terms and in material respects compliance with the applicable provisions of ERISA and ERISA, the Code. No termination of a Single Employer Plan has occurred, and any other applicable Federal or state laws; and (iv) no Lien in favor of the PBGC or a Plan has arisen, during such five-year period. arisen or is reasonably likely to arise on account of any Plan. (b) The actuarial present value of all accrued benefits "benefit liabilities" (as defined in Section 4001(a)(16) of ERISA), whether or not vested, under each Single Employer Plan (based on those assumptions used to fund such Plans) did notPlan, as of the last annual valuation date prior to the date on which this representation is made or deemed mademade (determined, in each case, in accordance with Financial Accounting Standards Board Statement 87, utilizing the actuarial assumptions used in such Plan's most recent actuarial valuation report), did not exceed as of such valuation date the fair market value of the assets of such Plan allocable to such accrued benefits by in an amount which would have a material amount. Material Adverse Effect. (c) Neither the Borrower any Consolidated Party nor any Commonly Controlled Entity ERISA Affiliate has had a complete or partial incurred, or, to the best knowledge of the Executive Officers of the Credit Parties, could be reasonably expected to incur, any withdrawal from liability under ERISA to any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability under ERISA, and neither the Borrower Multiple Employer Plan. Neither any Consolidated Party nor any Commonly Controlled Entity ERISA Affiliate would become subject to any material withdrawal liability under ERISA that would have a Material Adverse Effect if the Borrower any Consolidated Party or any such Commonly Controlled Entity ERISA Affiliate were to withdraw completely from all Multiemployer Plans and Multiple Employer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. No Neither any Consolidated Party nor any ERISA Affiliate has received any notification that any Multiemployer Plan is, or is expected to be, in Reorganization, Insolvent, or in “endangered” or “critical” status reorganization (within the meaning of Section 432 4241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA), or has been terminated (within the meaning of Title IV of ERISA), and no Multiemployer Plan is, to the best knowledge of the Executive Officers of the Credit Parties, reasonably expected to be in reorganization, insolvent, or terminated. (d) No prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) or breach of fiduciary responsibility has occurred with respect to a Plan which has subjected or may subject any Consolidated Party or any ERISA Affiliate to any material liability under Sections 406, 409, 502(i), or 502(l) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which any Consolidated Party or any ERISA Affiliate has agreed or is required to indemnify any Person against any such liability. (e) Neither any Consolidated Party nor any ERISA Affiliates has any material liability with respect to "expected post-retirement benefit obligations" within the meaning of the Financial Accounting Standards Board Statement 106. Each Plan which is a welfare plan (as defined in Section 3(1) of ERISA) to which Sections 601-609 of ERISA and Section 4980B of the Code apply has been administered in compliance in all material respects with such sections. (f) Neither the execution and delivery of this Credit Agreement nor the consummation of the financing transactions contemplated thereunder will involve any transaction which is subject to the prohibitions of Sections 404, 406 or 407 of ERISA or in connection with which a tax could be imposed pursuant to Section 305 4975 of the Code. The representation by the Credit Parties in the preceding sentence is made in reliance upon and subject to the accuracy of the Lenders' representation in Section 11.15 with respect to their source of funds and is subject, in the event that the source of the funds used by the Lenders in connection with this transaction is an insurance company's general asset account, to the application of Prohibited Transaction Class Exemption 95-60, 60 Fed. Reg. 35,925 (1995), compliance with the regulations issued under Section 401(c)(1)(A) of ERISA) that has resulted , or could reasonably be expected to result in a material liability the issuance of any other prohibited transaction exemption or similar relief, to the Borrower effect that assets in an insurance company's general asset account do not constitute assets of an "employee benefit plan" within the meaning of Section 3(3) of ERISA or any Commonly Controlled Entitya "plan" within the meaning of Section 4975(e)(1) of the Code.

ERISA. (a) Except as set forth on Schedule 4.13would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: neither a material Reportable Event nor a failure by the Borrower or any Commonly Controlled Entity to make by its due date a required installment under Section 430(j) of the Code with respect to any Plan or the failure by any Plan to satisfy the minimum an “accumulated funding standards deficiency” (within the meaning of Section 412 412(a) of the Code or Section 302 302(a)(2) of ERISA) applicable to such Plan, whether or not waived has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Single Employer Plan, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code. No ; no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Single Employer Plan has arisen, during such five-year period. The ; the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Single Employer Plans) 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 Single Employer Plan allocable to such accrued benefits by a material amount. Neither benefits; none of Holdings, the Borrower Borrowers nor any Commonly Controlled Entity of their Restricted Subsidiaries has had (or reasonably expects to have) a complete or partial withdrawal from any Multiemployer Plan that has resulted or could would reasonably be expected to result in a material liability under ERISA, and neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if and, to the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as knowledge of Holdings and the valuation date most closely preceding the date on which this representation is made or deemed made. No Borrowers, no Multiemployer Plan isis in Reorganization or Insolvent. (b) Holdings, the Borrowers and their Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or is expected the Code with respect to be, in Reorganization, Insolvent, or in “endangered” or “critical” status (any plan within the meaning of Section 432 3(3) of ERISA which is subject to Title IV of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings, the Code or Section 305 Borrowers and their Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of ERISA) being treated as a single employer under Title IV of ERISA with the sponsor of such plan that has resulted or could would reasonably be expected likely to have a Material Adverse Effect and result in a material liability direct obligation of Holdings, the Borrowers and their Restricted Subsidiaries to the Borrower or any Commonly Controlled Entitypay money.

ERISA. Except as set forth on Schedule 4.13, neither Neither a material Reportable Event nor a failure by the Borrower or any Commonly Controlled Entity to make by its due date a required installment under Section 430(j) of the Code with respect to any Plan or the failure by any Plan to satisfy the minimum an “accumulated funding standards deficiency” (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, whether or not waived has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan, and each Single Employer Plan which could reasonably be expected to have a Material Adverse Effect. Each Plan (other than a Multiemployer Plan or a multiemployer welfare plan maintained pursuant to a collective bargaining agreement) has complied in all material respects with the applicable provisions of ERISA and the CodeCode except for non-compliance which could not reasonably be expected to have a Material Adverse Effect. No termination of a Single Employer Plan has occurredoccurred (other than a termination described in Section 4041(b) of ERISA with respect to which no Loan Party has incurred any liability (i) to the PBGC or (ii) in excess of $5,000,000), and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period. The Except to the extent that any such excess could not have a Material Adverse Effect, the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) 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 Plan allocable to such accrued benefits by a material amountmore than $5,000,000. Neither the Borrower a Loan Party nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected Plan, and, to result in a material liability under ERISAthe knowledge of the Loan Parties, and neither none of the Borrower nor any Commonly Controlled Entity Loan Parties would become subject to any material liability under ERISA if the Borrower any Loan Party or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. No To the knowledge of the Loan Parties, no such Multiemployer Plan isis in Reorganization or Insolvent. Except to the extent that any such excess could not have a Material Adverse Effect, or is expected to be, the present value (determined using actuarial and other assumptions which are reasonable in Reorganization, Insolvent, or in “endangered” or “critical” status (within the meaning of Section 432 respect of the Code or benefits provided and the employees participating) of the liability of each Loan Party and each Commonly Controlled Entity for post retirement benefits to be provided to their current and former employees under Plans which are welfare benefit plans (as defined in Section 305 3(1) of ERISA) that has resulted or could reasonably be expected other than such liability disclosed in the financial statements of the Loan Parties does not, in the aggregate, exceed the assets under all such Plans allocable to result such benefits by an annual amount in a material liability to the Borrower or any Commonly Controlled Entityexcess of $5,000,000.

ERISA. Except as set forth on Schedule 4.13would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (i) neither a material Reportable Event nor a the failure by the Borrower of any Loan Party or any Commonly Controlled Entity to make by its due date a required installment under Section 430(j) of the Code with respect to any Single Employer Plan or the any failure by any Single Employer Plan to satisfy the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, whether or not waived has occurred during the five-five year period prior to the date on which this representation is made or deemed made with respect to any Single Employer Plan, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code. No , (ii) no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Single Employer Plan has arisen, during such five-year period. The , (iii) the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Single Employer Plans) 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 Single Employer Plan allocable to such accrued benefits by a material amount. Neither , (iv) neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could would reasonably be expected to result in a material liability under ERISA, and neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. No , (v) no failure by any Loan Party or any of its ERISA Affiliates to make any required contribution to a Multiemployer Plan pursuant to Sections 431 or 432 of the Code has occurred, (vi) there has not been a determination that any Plan is, or is expected to be, in “at risk” status (within the meaning of Section 430 of the Code or Section 303 of ERISA), and (vii) to the knowledge of Parent or the Borrower, no such Multiemployer Plan is in Reorganization, Insolvent, or in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA) that has resulted or could reasonably be expected to result in a material liability to the Borrower or any Commonly Controlled Entity.

ERISA. Except as Any of the following events or conditions shall have occurred and such event or condition, when aggregated with any and all other such events or conditions set forth on Schedule 4.13in this subsection (h), neither has resulted or is reasonably expected to result in liabilities of the Loan Parties and/or the ERISA Affiliates in an aggregate amount that would have a material Reportable Material Adverse Effect: (i) any ERISA Event nor shall have occurred with respect to a failure Plan; or (ii) any of the Loan Parties or any of the ERISA Affiliates shall have been notified by the Borrower sponsor of a Multiemployer Plan that it has incurred Withdrawal Liability to such Multiemployer Plan; or (iii) any of the Loan Parties or any Commonly Controlled Entity of the ERISA Affiliates shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization, is insolvent or is being terminated, within the meaning of Title IV of ERISA, and, as a result of such reorganization, insolvency or termination, the aggregate annual contributions of the Loan Parties and the ERISA Affiliates to all of the Multiemployer Plans that are in reorganization, are insolvent or being terminated at such time have been or will be increased over the amounts contributed to such Multiemployer Plans for the plan years of such Multiemployer Plans immediately preceding the plan year in which such reorganization, insolvency or termination occurs; or (iv) any “accumulated funding deficiency” (as defined in Section 302 of ERISA and Section 412 of the Internal Revenue Code), whether or not waived, shall exist with respect to one or more of the Plans; or (v) or any Lien shall exist on the property and assets of any of the Loan Parties or any of the ERISA Affiliates in favor of the PBGC; then, and in any such event, the Agent shall at the request, or may with the consent, of the Majority Lenders, by notice to the Borrower, (A) declare the obligation of each Lender to make Advances to be terminated, whereupon the same shall forthwith terminate, (B) declare the Advances, all interest thereon and all other amounts payable under this Agreement to be forthwith due and payable, whereupon the Advances, all such interest and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by its due date a required installment under Section 430(jthe Borrower, (C) declare the obligation of the Code Issuing Banks to issue further Letters of Credit to be terminated, whereupon the same shall forthwith terminate, and/or (D) demand from time to time that the Borrower, and if such demand is made the Borrower shall, pay to the Agent for the benefit of the Issuing Banks, an amount in immediately available funds equal to the then outstanding Letter of Credit Liability (plus the additional amounts specified by Section 3.12(c), if applicable) which shall be held by the Agent (or the applicable Issuing Bank) as cash collateral in a cash collateral account under the exclusive control and dominion of the Agent (or applicable Issuing Bank) (an “L/C Collateral Account”) and applied to the reduction of such Letter of Credit Liability as drawings are made on outstanding Letters of Credit; provided, however, that in the event of an actual or deemed entry of an order for relief with respect to any Plan Loan Party under the Federal Bankruptcy Code, the obligation of each Lender to make Advances shall automatically be terminated, the then outstanding Advances, all such interest and all such amounts shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by the failure by any Plan to satisfy Borrower and the minimum funding standards (within the meaning of Section 412 obligation of the Code or Section 302 Issuing Bank to Issue Letters of ERISA) applicable to such Plan, whether or not waived has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code. No termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period. The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) 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 Plan allocable to such accrued benefits by a material amount. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably Credit shall automatically be expected to result in a material liability under ERISA, and neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. No Multiemployer Plan is, or is expected to be, in Reorganization, Insolvent, or in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA) that has resulted or could reasonably be expected to result in a material liability to the Borrower or any Commonly Controlled Entityterminated.

ERISA. Except as set forth on Schedule 4.13as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (a) neither a material Reportable Event nor a failure by the Borrower or any Commonly Controlled Entity to make by its due date a required installment under Section 430(j) of the Code with respect to any Plan or the failure by any Plan to satisfy the minimum an “accumulated funding standards deficiency” (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, whether or not waived has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan, and (b) each Plan has complied in all material respects with the applicable provisions of ERISA and the Code. No , (c) no termination of a Single Employer Plan has occurred, and no (d) all contributions required to be made to Multiemployer Plans by the Borrower or any Commonly Controlled Entity have been made. No Lien in favor of the PBGC or a Plan has arisen, arisen during such five-year period. The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) 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 Plan allocable to such accrued benefits by a material amount. Neither the Borrower Holdings nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability under ERISA, and neither the Borrower Holdings nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. No such Multiemployer Plan is, is in Reorganization or is expected to be, in Reorganization, Insolvent, Insolvent where such Reorganization or in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA) that has resulted or Insolvency could reasonably be expected to result in a material liability to the Borrower or any Commonly Controlled EntityMaterial Adverse Effect.

ERISA. Except as set forth on Schedule 4.13would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect: (a) neither a material Reportable Event nor a failure by the Borrower or any Commonly Controlled Entity to make by its due date a required installment under Section 430(j) of the Code with respect to any Plan or the failure by any Plan to satisfy the minimum funding standards (within the meaning standard of Section 412 of the Code or and Section 302 of ERISA) applicable to such Plan, whether or not waived waived, has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan, and each Plan (other than a Multiemployer Plan) has complied in all material respects with the applicable provisions of ERISA and the Code. No ; (b) no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period. The ; (c) the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) 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 Single Employer Plan allocable to such accrued benefits by a material amount. Neither benefits; (d) neither the Borrower nor any Commonly Controlled Entity has had a “complete withdrawal” (within the meaning of Sections 4203 of ERISA) or “partial withdrawal withdrawal” (within the meaning of Sections 4205 of ERISA) from any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability under ERISA, and Plan; (e) neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under part 1 of subtitle E of Title IV of ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. No ; and (f) no Multiemployer Plan is, is in Reorganization or is expected to be, in Reorganization, Insolvent, or in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA) that has resulted or could reasonably be expected to result in a material liability to the Borrower or any Commonly Controlled Entity.

ERISA. (i) Except as set forth on Schedule 4.13would not reasonably be expected, neither individually or in the aggregate, to have a material Material Adverse Effect: (i) no Reportable Event nor a failure by the Borrower or any Commonly Controlled Entity to make by its due date a required installment under Section 430(j) of the Code has occurred with respect to any Single Employer Plan; (ii) no Single Employer Plan or the failure by any Plan has failed to satisfy the minimum funding standards standard (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan), whether nor applied for or not waived has occurred received a waiver of the minimum funding standard or an extension of an amortization period within the meaning of Section 412 of the Code or Section 303 or 304 of ERISA during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan, and made; (iii) each Plan has complied in with its terms and with all material respects with applicable laws, including without limitation the applicable provisions of ERISA and the Code. No ; (iv) all contributions required to be made with respect to a Single Employer Plan have been made; (v) no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Single Employer Plan has arisen, during such five-year period. The ; (vi) the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Single Employer Plans) 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 Single Employer Plan allocable to such accrued benefits by a material amount. Neither benefits; (vi) none of the Parent, Holdings, the Borrower or any of its Restricted Subsidiaries has incurred any liability in connection with any non-exempt “prohibited transaction” (as defined in Section 406 of ERISA or Section 4975 of the Code) involving any Plan; and (viii) none of the Parent, Holdings, the Borrower nor any Commonly Controlled Entity of its Restricted Subsidiaries has had (or reasonably expects to have) a complete or partial withdrawal from any Multiemployer Plan that has resulted or could would reasonably be expected to result in a material liability under ERISA, and neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if and, to the knowledge of the Parent and the Borrower, no Multiemployer Plan is Insolvent. (ii) the Parent, Holdings, the Borrower and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. No Multiemployer Plan is, or is expected to be, in Reorganization, Insolvent, or in “endangered” or “critical” status (plan within the meaning of Section 432 3(3) of ERISA which is subject to Title IV of ERISA that is maintained by a Commonly Controlled Entity (other than the Parent, Holdings, the Borrower and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of the Code Parent, Holdings, the Borrower and its Restricted Subsidiaries to pay money. (iii) With respect to any Non-U.S. Plan, none of the following events or Section 305 conditions exists and is continuing that, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect: (a) substantial non-compliance with its terms and with the requirements of ERISAany and all applicable laws, statutes, rules, regulations and orders; (b) failure to be maintained, where required, in good standing with applicable regulatory authorities; (c) any obligation of the Parent or its Subsidiaries in connection with the termination or partial termination of, or withdrawal from, any such Non-U.S. Plan; (d) any Lien on the property of the Parent or its Subsidiaries in favor of a Governmental Authority as a result of any action or inaction regarding such a Non-U.S. Plan; (e) for each such Non-U.S. Plan which is a funded or insured plan, failure to be funded or insured on an ongoing basis to the extent required by applicable non-U.S. law (using actuarial methods and assumptions which are consistent with the valuations last filed with the applicable Governmental Authorities); (f) any facts that, to the best knowledge of the Parent or any of its Subsidiaries, exist that has resulted would reasonably be expected to give rise to a dispute and any pending or could threatened disputes that, to the best knowledge of the Parent or any of its Subsidiaries, would reasonably be expected to result in a material liability to the Borrower Parent or any Commonly Controlled Entityof its Subsidiaries concerning the assets of any such Non-U.S. Plan (other than individual claims for the payment of benefits); and (g) failure to make all contributions in a timely manner to the extent required by applicable non-U.S. law.

ERISA. Except as set forth on Schedule 4.13, neither Neither a material Reportable Event nor a failure by the Borrower or any Commonly Controlled Entity to make by its due date a required installment under Section 430(j) of the Code with respect to any Plan or the failure by any Plan to satisfy the minimum funding standards (within the meaning requirements of Section 412 or Section 430 of the Code or Section 302 of ERISA) applicable to such Plan, whether or not waived has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Single Employer Plan, and each Plan (other than a Multiemployer Plan or a multiemployer welfare plan maintained pursuant to a collective bargaining agreement) has complied in all material respects with the applicable provisions of ERISA ERISA, the Code and the Codeconstituent documents of such Plan, except for instances of non-compliance that, in the aggregate, would not reasonably be expected to have a Material Adverse Effect. No termination of a Single Employer Plan has occurredoccurred (other than a termination described in Section 4041(b) of ERISA with respect to which the Borrower has incurred no liability (i) to the PBGC or (ii) in excess of $1,000,000), and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period. The period Except to the extent that any such excess could not have a Material Adverse Effect, the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) 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 Plan allocable to such accrued benefits by a material amountbenefits. Neither the Borrower nor any Commonly Controlled Entity of its Subsidiaries has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected for which any withdrawal liability remains unpaid, and, to result in a material liability under ERISA, and neither the knowledge of the Borrower nor any Commonly Controlled Entity would not become subject to any material liability under ERISA if the Borrower or any such Commonly Controlled Entity of its Subsidiaries were to withdraw completely ‑14‑ from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. No To the knowledge of the Borrower, no such Multiemployer Plan is, or is expected to be, in Reorganization, InsolventInsolvent or terminating. Except to the extent that any such excess could not have a Material Adverse Effect, or the present value (determined using actuarial and other assumptions which are reasonable in “endangered” or “critical” status respect of the benefits provided and the employees participating) of the liability of the Borrower and each of its Subsidiaries for post-retirement benefits to be provided to their current and former employees under Plans which are welfare benefit plans (within as defined in Section 3(1) of ERISA) other than such liability disclosed in the meaning financial statements of the Borrower does not, in the aggregate, exceed the assets under all such Plans allocable to such benefits. The Borrower has not engaged in a prohibited transaction under Section 432 406 of ERISA and/or Section 4975 of the Code or in connection with any Plan that would subject the Borrower to liability under ERISA and/or Section 305 4975 of ERISA) the Code that has resulted or could would reasonably be expected to result in have a material liability to the Borrower or any Commonly Controlled EntityMaterial Adverse Effect.