Common use of ERISA Clause in Contracts

ERISA. (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 5.1(h); (ii) The Borrower and each ERISA Affiliate is in material 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. Each Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code has been determined by the Internal Revenue Service to be so qualified, and each trust related to such plan has been determined to be exempt under Section 501(a) of the Code. No liability has been incurred by the Borrower or any 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 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 the 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) or 4063(a) of ERISA with respect to any Pension Plan;

ERISA. Except as set forth in Schedule 5.16, neither the Corporation nor any entity required to be aggregated with the Corporation under Sections 414(b), (c), (m) or (n) of the Code (as hereinafter defined), sponsors, maintains, has any obligation to contribute to, has any liability under, or is otherwise a party to, any Benefit Plan. For purposes of this Agreement, “Benefit Plan” shall mean any plan, fund, program, policy, arrangement or contract, whether formal or informal, which is in the nature of (i) Neither any qualified or non-qualified employee pension benefit plan (as defined in Section 3(2) of the Borrower nor any ERISA Affiliate maintains Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) or contributes to, or has any obligation under, any Employee Benefit Plans other than those identified on Schedule 5.1(h); (ii) The Borrower an employee welfare benefit plan (as defined in section 3(1) of ERISA). With respect to each Benefit Plan listed in Schedule 5.16, to the extent applicable: (a) Each such Benefit Plan has been maintained and each ERISA Affiliate is operated in all material respects in compliance with its terms and with all applicable provisions of ERISA ERISA, the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations all statutes, orders, rules, regulations, and published interpretations thereunder with respect other authority which are applicable to all Employee such Benefit Plans except for Plan; (b) All contributions required by law to have been made under each such Benefit Plan (without regard to any required amendments for which the remedial amendment period as defined in waivers granted under Section 401(b) 412 of the Code has not yet expired. Code) to any fund or trust established thereunder in connection therewith have been made by the due date thereof: (c) Each Employee such Benefit Plan that is intended to be qualified qualify under Section 401(a) of the Code has been determined is the subject of a favorable unrevoked determination letter issued by the Internal Revenue Service as to its qualified status under the Code, which determination letter may still be so qualifiedrelied upon as to such tax qualified status, and each trust related to no circumstances have occurred that would adversely affect the tax qualified status of any such plan has been determined to be exempt under Section 501(a) of the Code. No liability has been incurred by the Borrower or any ERISA Affiliate which remains unsatisfied for any taxes or penalties with respect to any Employee Benefit Plan or any Multiemployer Plan; (iiid) No Pension The actuarial present value of all accrued benefits under each such Benefit Plan subject to Title IV of ERISA did not, as of the Borrower has been terminatedlatest valuation date of such Benefit Plan, and to exceed the knowledge then current value of the Borrower no Pension assets of such Benefit Plan allocable to such accrued benefits, all as based upon the actuarial assumptions and methods currently used for such Benefit Plan; (e) None of any ERISA Affiliate has been terminated, nor has any accumulated funding deficiency (such Benefit Plans that are “employee welfare benefit plans” as defined in Section 412 3(1) of the Code) been incurred (without regard to ERISA provides for continuing benefits or coverage for any waiver granted under Section 412 participant or beneficiary of the Code)any participant after such participant’s termination of employment, 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 except as required by applicable law; and (f) Neither the Corporation nor any trade or business (whether or not incorporated) under common control with the Corporation within the meaning of Section 412 of the Code, Section 302 4001 of ERISA has, or the terms of at any Pension Plan prior time has had, any obligation to the due dates of such contributions under contribute to any “multiemployer plan” as defined in Section 412 of the Code or Section 302 3(37) of ERISA, nor has there been any event requiring any disclosure under Section 4041(c)(3)(C) or 4063(a) of ERISA with respect to any Pension Plan;.

ERISA. (iThe present value of all vested benefits under each “employee pension benefit plan” as such term is defined in Section 3(2) Neither the Borrower nor any ERISA Affiliate maintains or contributes toof ERISA, or has any obligation under, any Employee Benefit Plans other than those identified on Schedule 5.1(h); (ii) The Borrower and each ERISA Affiliate a Multiemployer Plan, that is in material compliance with all applicable provisions subject to Title IV 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. Each Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code has been determined by the Internal Revenue Service to be so qualified, and each trust related to such plan has been determined to be exempt under Section 501(a) of the Code. No liability has been incurred sponsored or maintained by the Borrower or any 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 Borrower has been terminated, and or to which the knowledge Borrower or any ERISA Affiliate of the Borrower no contributes or has an obligation to contribute, or has any liability (each, a “Pension Plan”), does not exceed by a material amount the value of the assets of the Pension Plan allocable to such vested benefits (based on the value of such assets as of the last annual valuation date for the Pension Plan) 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. No prohibited transactions (within the meaning of ERISA Section 406(a) or (b) or Code Section 4975, for which an exemption is not available or has not previously been obtained from the United States Department of Labor), failure by the Borrower to meet the minimum funding standard set forth in Section 302(a) of ERISA and Section 412(a) of the Code, withdrawal by the Borrower or any ERISA Affiliate has been terminated, nor has any accumulated funding deficiency of the Borrower 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 412 4001(a)(2) of the Code) been incurred (without regard to any waiver granted under Section 412 of the CodeERISA), nor has any funding waiver from the Internal Revenue Service been received or requested Reportable Events have occurred with respect to any Pension Plan, nor has which either individually or in the Borrower or any ERISA Affiliate failed aggregate is reasonably expect to make any contributions or result in a material liability to pay any amounts due and owing as required by Section 412 the Borrower. No notice of the Code, Section 302 of ERISA or the terms of any intent to terminate a Pension Plan prior to has been filed by the due dates of such contributions plan administrator under Section 412 of the Code or Section 302 4041 of ERISA, nor has there any Pension Plan been any event requiring any disclosure terminated under Section 4041(c)(3)(C) 4041 of ERISA, in either event, that is reasonably expected to result in a material liability to the Borrower. The Pension Benefit Guaranty Corporation has not instituted proceedings to terminate or 4063(a) appointed a trustee to administer a Pension Plan under Section 4042 of ERISA, and no event has occurred or condition exists which constitutes grounds under Section 4042 of ERISA with respect for the termination of, or the appointment of a trustee to administer, any Pension Plan;.

ERISA. Borrower shall not: (ia) Neither the Borrower nor engage in or permit any ERISA Affiliate maintains or contributes to, or has any obligation under, any Employee Benefit Plans other than those identified on Schedule 5.1(h); transaction which could result in a “prohibited transaction” (ii) The Borrower and each ERISA Affiliate as such term is in material 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(b406 of ERISA) or in the imposition of an excise tax pursuant to Section 4975 of the Code has not yet expired. Each Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code has been determined by the Internal Revenue Service to be so qualified, and each trust related to such plan has been determined to be exempt under Section 501(a) of the Code. No liability has been incurred by the Borrower or any ERISA Affiliate which remains unsatisfied for any taxes or penalties with respect to any Employee Borrower Benefit Plan Plan; (b) engage in or permit any Multiemployer Plan; (iii) No Pension Plan of the 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 transaction or other event which could result in a “reportable event” (as such term is defined in Section 412 4043 of ERISA) for any Borrower Pension Plan; (c) fail to make full payment when due of all amounts which, under the provisions of any Borrower Benefit Plan, Borrower is required to pay as contributions thereto; (d) permit to exist any “accumulated funding deficiency” (as such term is defined in Section 302 of ERISA) as of the Codeend of any Fiscal Year, in excess of five percent (5.0%) been incurred of net worth (without regard to any waiver granted under Section 412 determined in accordance with GAAP) of the Code)Borrower and its Consolidated Subsidiaries, nor has any funding waiver from the Internal Revenue Service been received whether or requested not waived, with respect to any Borrower Pension Plan, nor has the Borrower or any ERISA Affiliate failed ; (e) fail to make any contributions payments to any Multiemployer Plan that Borrower may be required to make under any agreement relating to such Multiemployer Plan or to pay any amounts due and owing as required by Section 412 of the Code, Section 302 of ERISA law pertaining thereto; or the terms of (f) terminate any Borrower Pension Plan prior in a manner which could result in the imposition of a lien on any property of Borrower pursuant to Section 4068 of ERISA. Borrower shall not terminate any Borrower Pension Plan so as to result in any liability to the 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) or 4063(a) of ERISA with respect to any Pension Plan;PBGC.

ERISA. (iThe present value of all vested benefits under each “employee pension benefit plan” as such term is defined in Section 3(2) Neither the Borrower nor any ERISA Affiliate maintains or contributes toof ERISA, or has any obligation under, any Employee Benefit Plans other than those identified on Schedule 5.1(h); (ii) The Borrower and each ERISA Affiliate a Multiemployer Plan, that is in material compliance with all applicable provisions subject to Title IV 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. Each Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code has been determined by the Internal Revenue Service to be so qualified, and each trust related to such plan has been determined to be exempt under Section 501(a) of the Code. No liability has been incurred sponsored or maintained by the Borrower or any 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 Borrower has been terminated, and or to which the knowledge Borrower or any ERISA Affiliate of the Borrower no contributes or has an obligation to contribute, or has any liability (each, a “Pension Plan”), does not exceed the value of the assets of the Pension Plan allocable to such vested benefits (based on the value of such assets as of the last annual valuation date for the Pension Plan) 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. No prohibited transactions (within the meaning of ERISA Section 406(a) or (b) or Code Section 4975, for which an exemption is not available or has not previously been obtained from the United States Department of Labor), failure by the Borrower to meet the minimum funding standard set forth in Section 302(a) of ERISA and Section 412(a) of the Code, withdrawal by the Borrower or any ERISA Affiliate has been terminated, nor has any accumulated funding deficiency of the Borrower 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 412 4001(a)(2) of the Code) been incurred (without regard to any waiver granted under Section 412 of the CodeERISA), nor has any funding waiver from the Internal Revenue Service been received or requested Reportable Events have occurred with respect to any Pension Plan, nor has the Borrower or any ERISA Affiliate failed . No notice of intent 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 terminate a Pension Plan prior to has been filed by the due dates of such contributions plan administrator under Section 412 of the Code or Section 302 4041 of ERISA, nor has there any Pension Plan been any event requiring any disclosure terminated under Section 4041(c)(3)(C) 4041 of ERISA, nor has the Pension Benefit Guaranty Corporation instituted proceedings to terminate or 4063(a) appointed a trustee to administer a Pension Plan under Section 4042 of ERISA, and no event has occurred or condition exists which constitutes grounds under Section 4042 of ERISA with respect for the termination of, or the appointment of a trustee to administer, any Pension Plan;.

ERISA. (iThe present value of all vested benefits under each “employee pension benefit plan” as such term is defined in Section 3(2) Neither of ERISA, other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by the Borrower nor Servicer or any ERISA Affiliate maintains of the Servicer or to which the Servicer or any ERISA Affiliate of the Servicer contributes toor has an obligation to contribute, or has any obligation underliability (each, any Employee Benefit Plans other than those identified a “Servicer Pension Plan”) does not exceed the value of the assets of the Servicer Pension Plan allocable to such vested benefits (based on Schedule 5.1(hthe value of such assets as of the last annual valuation date for the Servicer Pension Plan) determined in accordance with the assumptions used for funding such Servicer Pension Plan pursuant to Sections 412 and 430 of the Code for the applicable plan year. No prohibited transactions (within the meaning of ERISA Section 406(a) or (b) or Code Section 4975, for which an exemption is not available or has not previously been obtained from the United States Department of Labor); (ii, failure by the Servicer to meet the minimum funding standard set forth in Section 302(a) The Borrower and each ERISA Affiliate is in material 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. Each Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code has been determined by the Internal Revenue Service to be so qualified, and each trust related to such plan has been determined to be exempt under Section 501(a412(a) of the Code. No liability has been incurred , withdrawal by the Borrower Servicer or any ERISA Affiliate which remains unsatisfied for any taxes or penalties with respect to any Employee Benefit Plan or any Multiemployer Plan; (iii) No of the Servicer from a Servicer Pension Plan subject to Section 4063 of the 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 during a plan year in which it was a “substantial employer” (as defined in Section 412 4001(a)(2) of the CodeERISA) been incurred (without regard to any waiver granted or cessation of operations that is treated as such a withdrawal under Section 412 4062(e) of the Code)ERISA, nor has any funding waiver from the Internal Revenue Service been received or requested Reportable Events have occurred with respect to any Servicer Pension Plan, nor has the Borrower or any ERISA Affiliate failed . No notice of intent 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 terminate a Servicer Pension Plan prior to has been filed by the due dates of such contributions plan administrator under Section 412 of the Code or Section 302 4041 of ERISA, nor has there any Servicer Pension Plan been any event requiring any disclosure terminated under Section 4041(c)(3)(C) 4041 of ERISA, nor has the Pension Benefit Guaranty Corporation instituted proceedings to terminate or 4063(a) appointed a trustee to administer a Servicer Pension Plan under Section 4042 of ERISA, and no event has occurred or condition exists which constitutes grounds under Section 4042 of ERISA with respect for the termination of, or the appointment of a trustee to administer, any Servicer Pension Plan;.

ERISA. Except as set forth on Schedule 6.01(i), (i) Neither each Loan Party and each Employee Plan and Pension Plan is in compliance with all Requirements of Law in all material respects, including ERISA, the Borrower nor any ERISA Affiliate maintains or contributes toInternal Revenue Code and the Patient Protection and Affordable Care Act of 2010, or has any obligation underas amended by the Health Care and Education Reconciliation Act of 2010, any Employee Benefit Plans other than those identified on Schedule 5.1(h); (ii) The Borrower and each no ERISA Affiliate Event has occurred nor is in material compliance with all applicable provisions of ERISA and the regulations and published interpretations thereunder reasonably expected to occur with respect to all any Employee Benefit Plans except for Plan, Pension Plan or Multiemployer Plan, (iii) copies of each agreement entered into with the PBGC, the U.S. Department of Labor or the Internal Revenue Service with respect to any required amendments for which Employee Plan or Pension Plan have been delivered to the remedial amendment period as defined in Section 401(bAgents, and (iv) of the Code has not yet expired. Each each Employee Benefit Plan and Pension Plan that is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code has been determined by the Internal Revenue Service to be so qualified, qualified under Section 401(a) of the Internal Revenue Code and each the trust related to such plan has been determined to be thereto is exempt from federal income tax under Section 501(a) of the Internal Revenue Code. No liability has been incurred by the Borrower Loan Party or any of its ERISA Affiliate Affiliates has incurred any material liability to the PBGC which remains unsatisfied outstanding other than the payment of premiums, and there are no premium payments which have become due and which are unpaid with respect to a Pension Plan. There are no pending or, to the best knowledge of any Loan Party, threatened material claims, actions, proceedings or lawsuits (other than claims for benefits in the ordinary course) asserted or instituted against (A) any taxes Employee Plan, Pension Plan, or penalties their respective assets, (B) any fiduciary with respect to any Employee Benefit Plan or Pension Plan, or (C) any Multiemployer Loan Party or any of its ERISA Affiliates with respect to any Employee Plan or Pension Plan; (iii) No Pension Plan . Except as required by Section 4980B of the Borrower has been terminatedInternal Revenue Code, and to the knowledge of the Borrower no Pension Plan of any ERISA Affiliate has been terminated, nor has any accumulated funding deficiency Loan Party maintains an employee welfare benefit plan (as defined in Section 412 3(1) of ERISA) that provides health benefits (through the Codepurchase of insurance or otherwise) been incurred (without regard to for any waiver granted under Section 412 retired or former employee of the Code), nor any Loan Party or has any funding waiver from the Internal Revenue Service been received or requested with respect obligation to provide any Pension Plan, nor has the Borrower or such benefits for any ERISA Affiliate failed to make any contributions or to pay any amounts due and owing as required by Section 412 current employee after such employee’s termination of the Code, Section 302 of ERISA or the terms of any Pension Plan prior to the 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) or 4063(a) of ERISA with respect to any Pension Plan;employment.

ERISA. Except as set forth on Schedule 6.01(i), (i) Neither each Employee Plan is in substantial compliance with ERISA and the Borrower nor any ERISA Affiliate maintains or contributes toInternal Revenue Code, or has any obligation under, any Employee Benefit Plans other than those identified on Schedule 5.1(h); (ii) The Borrower and each ERISA Affiliate is in material 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 no Termination Event has occurred for which the remedial amendment period as defined in Section 401(b) of the Code has not yet expired. Each Employee Benefit Plan that there remains any outstanding material liability nor is intended any such Termination Event reasonably expected to be qualified under Section 401(a) of the Code has been determined by the Internal Revenue Service to be so qualified, and each trust related to such plan has been determined to be exempt under Section 501(a) of the Code. No liability has been incurred by the Borrower or any ERISA Affiliate which remains unsatisfied for any taxes or penalties occur with respect to any Employee Benefit Plan or any Multiemployer Plan; , (iii) No Pension the most recent annual report (Form 5500 Series) with respect to each Employee Plan, including any required Schedule B (Actuarial Information) thereto, copies of which have been filed with the Internal Revenue Service and delivered to the Agents, is complete and correct and fairly presents the funding status of such Employee Plan as of the Borrower date of such report, and since the date of such report there has been terminatedno material adverse change in such funding status (other than resulting from changes in market value of assets of such Plan), (iv) copies of each agreement entered into with the PBGC, the U.S. Department of Labor or the Internal Revenue Service in the last two years with respect to any Employee Plan have been delivered to the Agents, (v) no Employee Plan had an accumulated or waived funding deficiency or permitted decrease which would create a deficiency in its funding standard account or has applied for an extension of any amortization period within the meaning of Section 412 of the Internal Revenue Code at any time during the previous 60 months, and (vi) no Lien imposed under the Internal Revenue Code or ERISA exists or is likely to arise on account of any Employee Plan within the meaning of Section 412 of the Internal Revenue Code. No Loan Party has incurred any withdrawal liability under ERISA with respect to any Multiemployer Plan that remains unsatisfied, or is aware of any facts indicating that it or any of its ERISA Affiliates may in the future incur any such withdrawal liability. No Loan Party or any of its ERISA Affiliates nor any fiduciary of any Employee Plan has (i) failed to pay any required installment or other payment required under Section 412 of the Internal Revenue Code on or before the due date for such required installment or payment, (ii) engaged in a transaction within the meaning of Section 4069 of ERISA or (iii) incurred any liability to the PBGC which remains outstanding other than the payment of premiums, and there are no premium payments which have become due which are unpaid. There are no pending or, to the best knowledge of any Loan Party, threatened claims, actions, proceedings or lawsuits (other than claims for benefits in the Borrower normal course or claims that could not reasonably be expected to result in material liability) asserted or instituted against (i) any Employee Plan or its assets, (ii) any fiduciary with respect to any Employee Plan, or (iii) any Loan Party or any of its ERISA Affiliates with respect to any Employee Plan. Except as set forth on Schedule 6.01(i) and except as required by Section 4980B of the Internal Revenue Code or pursuant to executive employment agreements, as of the date hereof, no Pension Plan Loan Party or any of any ERISA Affiliate has been terminated, nor has any accumulated funding deficiency its Subsidiaries maintains an employee welfare benefit plan (as defined in Section 412 3(1) of ERISA) for employees in the CodeUS which provides health or welfare benefits (through the purchase of insurance or otherwise) been incurred (without regard to for any waiver granted under Section 412 retired or former employee 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 Loan Party or any of its ERISA Affiliate failed to make any contributions Affiliates or to pay any amounts due and owing as required by Section 412 coverage after a participant’s termination of the Code, Section 302 of ERISA or the terms of any Pension Plan prior to the 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) or 4063(a) of ERISA with respect to any Pension Plan;employment.

ERISA. (i) Neither the Borrower nor the REIT shall permit any ERISA Affiliate maintains Affiliates to do any of the following to the extent that such act or contributes tofailure to act would result in the aggregate, after taking into account any other such acts or failure to act, in a Material Adverse Effect on Borrower or the REIT: (a) Engage, or knowingly permit an ERISA Affiliate to engage, in any prohibited transaction described in Section 406 of the ERISA or Section 4975 of the Internal Revenue Code which is not exempt under Section 407 or 408 of ERISA or Section 4975(d) of the Internal Revenue Code for which a class exemption is not available or a private exemption has any obligation under, any Employee Benefit Plans other than those identified on Schedule 5.1(h)not been previously obtained from the DOL; (iib) The Borrower and each ERISA Affiliate is in material compliance with all applicable provisions of ERISA and the regulations and published interpretations thereunder with respect Permit 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. Each Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code has been determined by the Internal Revenue Service to be so qualified, and each trust related to such plan has been determined to be exempt under Section 501(a) of the Code. No liability has been incurred by the Borrower or any 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 Borrower has been terminated, and to the knowledge of the Borrower no Pension Plan of any ERISA Affiliate has been terminated, nor has exist any accumulated funding deficiency (as defined in Section 302 of ERISA and Section 412 of the Internal Revenue Code), whether or not waived; (c) been incurred (without regard Fail, or permit an ERISA Affiliate to fail, to pay timely required contributions or annual installments due with respect to any waiver granted waived funding deficiency to any Plan if such failure could result in the imposition of a Lien or otherwise would have a Material Adverse Effect on Borrower or the REIT; (d) Terminate, or permit an ERISA Affiliate to terminate, any Benefit Plan which would result in any liability of Borrower or an ERISA Affiliate under Title IV of ERISA or the REIT; or (e) Fail, or permit any ERISA Affiliate to fail, to pay any required installment under section (m) of Section 412 of the Internal Revenue Code or any other payment required under Section 412 of the Code), nor has any funding waiver from the Internal Revenue Service been received Code on or requested with respect to any Pension Planbefore the due date for such installment or other payment, nor has if such failure could result in the imposition of a Lien or otherwise would have a Material Adverse Effect on 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 the 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) or 4063(a) of ERISA with respect to any Pension Plan;REIT.

ERISA. (iThe present value of all vested benefits under each “employee pension benefit plan”, as such term is defined in Section 3(2) Neither the Borrower nor any ERISA Affiliate maintains or contributes toof ERISA, or has any obligation under, any Employee Benefit Plans other than those identified on Schedule 5.1(h); (ii) The Borrower and each ERISA Affiliate a Multiemployer Plan, that is in material compliance with all applicable provisions subject to Title IV 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. Each Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code has been determined by the Internal Revenue Service to be so qualified, and each trust related to such plan has been determined to be exempt under Section 501(a) of the Code. No liability has been incurred sponsored or maintained by the Borrower or any ERISA Affiliate of the Borrower, or to which remains unsatisfied for any taxes or penalties with respect to any Employee Benefit Plan the Borrower or any Multiemployer Plan; (iii) No Pension Plan ERISA Affiliate of the Borrower contributes or has been terminatedan obligation to contribute, and to or has any liability (each, a “Pension Plan”), does not exceed the knowledge value of the Borrower no assets of the Pension Plan allocable to such vested benefits (based on the value of any such assets as of the last annual valuation date for such Pension Plan) 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. No prohibited transactions (within the meaning of Section 406(a) or (b) of ERISA Affiliate has been terminated, nor has any accumulated funding deficiency (as defined in or Section 412 4975 of the Code) for which an exemption is not available or has not previously been incurred (without regard obtained from the United States Department of Labor, failure to any waiver granted under meet the minimum funding standard set forth in Section 412 302(a) of ERISA and Section 412(a) of the Code), nor has any funding waiver from the Internal Revenue Service been received or requested Code with respect to any Pension Plan, nor has withdrawal from a Pension Plan subject to Section 4063 of ERISA during a plan year in which 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 CodeBorrower was a “substantial employer” (as defined in Section 4001(a)(2) of ERISA), or a cessation of operations that is treated as such a withdrawal under Section 302 4062(e) of ERISA ERISA, or the terms of Reportable Events have occurred with respect to any Pension Plan prior that, in the aggregate, could subject the Borrower to the due dates any material Tax penalty or other liability. No notice of such contributions intent to terminate a Pension Plan has been filed under Section 412 of the Code or Section 302 4041 of ERISA, nor has there any Pension Plan been any event requiring any disclosure terminated under Section 4041(c)(3)(C) 4041 of ERISA, nor has the Pension Benefit Guaranty Corporation instituted proceedings to terminate, or 4063(a) appoint a trustee to administer a Pension Plan under Section 4042 of ERISA with respect and no event has occurred or condition exists that constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan;.

ERISA. (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 5.1(h); (ii) The Borrower and each ERISA Affiliate is in material 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 expiredexpired and except where a failure to so comply could not reasonably be expected to have a Material Adverse Effect. Each Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code has been determined by the Internal Revenue Service to be so qualified, and each trust related to such plan has been determined to be exempt under Section 501(a) of the CodeCode except for such plans that have not yet received determination letters but for which the remedial amendment period for submitting a determination letter has not yet expired. No liability has been incurred by the Borrower or any ERISA Affiliate which remains unsatisfied for any taxes or penalties with respect to any Employee Benefit Plan or any Multiemployer PlanPlan except for a liability that could not reasonably be expected to have a Material Adverse Effect; (iiiii) No Pension Plan As of the Borrower has been terminatedClosing Date, 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 the 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) or 4063(a) of ERISA with respect to any Pension Plan; (iii) Except where the failure of any of the following representations to be correct in all material respects could not reasonably be expected to have a Material Adverse Effect, neither the Borrower nor any 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; (iv) No Termination Event with respect to the Borrower or any ERISA Affiliate has occurred or is reasonably expected to occur; and (v) Except where the failure of any of the following representations to be correct in all material respects could not reasonably be expected to have a Material Adverse Effect, no proceeding, claim (other than a benefits claim in the ordinary course of business), lawsuit and/or investigation is existing or, to the best knowledge of the Borrower after due inquiry, threatened concerning or involving any (A) employee welfare benefit plan (as defined in Section 3(1) of ERISA) currently maintained or contributed to by the Borrower or any ERISA Affiliate, (B) Pension Plan or (C) Multiemployer Plan.

ERISA. (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 5.1(h); (iia) The Borrower and each ERISA Affiliate is have complied in all material respects with ERISA and, where applicable, the Code regarding each Plan. (b) Each Plan and each Welfare Plan is, and has been, maintained in substantial compliance with all applicable provisions ERISA and, where applicable, the Code. (c) No act, omission or transaction has occurred which could reasonably be expected to result in imposition on the Borrower or any ERISA Affiliate (whether directly or indirectly) of (i) either a civil penalty assessed pursuant to Section 502(c), (i), (l) or (m) of ERISA and the regulations and published interpretations thereunder with respect or a tax imposed pursuant to all Employee Benefit Plans except for any required amendments for which the remedial amendment period as defined in Section 401(b) Chapter 43 of Subtitle D of the Code has not yet expired. Each Employee Benefit Plan that is intended to be qualified or (ii) breach of fiduciary duty liability damages under Section 401(a409 of ERISA. (d) of the Code No Plan (other than a defined contribution plan) or any trust created under any such Plan has been determined by terminated within the Internal Revenue Service to be so qualified, and each trust related to such plan has been determined to be exempt under Section 501(a) of the Codepreceding six calendar years. No liability has been incurred to the PBGC (other than for the payment of current premiums which are not past due) by the Borrower or any ERISA Affiliate which remains unsatisfied for has been or is expected by the Borrower or any taxes or penalties ERISA Affiliate to be incurred with respect to any Employee Benefit Plan. No ERISA Event with respect to any Plan or any (other than a Multiemployer Plan;) has occurred. (iiie) No Pension Plan Full payment when due has been made of all amounts which the Borrower has been terminated, and to the knowledge of the Borrower no Pension Plan of or any ERISA Affiliate has been terminatedis required under the terms of each Plan and each Welfare Plan or applicable law to have paid as contributions to such Plan or Welfare Plan, nor has any and no accumulated funding deficiency (as defined in Section 412 302 of the Code) been incurred (without regard to any waiver granted under ERISA and Section 412 of the Code), nor has any funding waiver from the Internal Revenue Service been received whether or requested not waived, exists with respect to any Pension Plan. (f) The actuarial present value of the benefit liabilities under each Plan which is subject to Title IV of ERISA does not, nor has as of the end of the Borrower's most recently ended fiscal year, exceed 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 Borrower or any ERISA Affiliate failed sponsors, maintains, or contributes to make an employee welfare benefit plan, as defined in Section 3(1) of ERISA, including, without limitation, any contributions such plan maintained to provide benefits to former employees of such entities, that may not be terminated by the Borrower or any ERISA Affiliate in its sole discretion at any time without any liability that could reasonably be expected to pay any amounts due and owing as required by Section 412 have a Material Adverse Affect. (h) None of the CodeBorrower or any ERISA Affiliate sponsors, Section 302 maintains or contributes to, or has at any time in the preceding six calendar years, sponsored, maintained or contributed to, any Multiemployer Plan. (i) None of the Borrower or any ERISA or the terms of any Pension Plan prior Affiliate is required to the due dates of such contributions provide security under Section 412 401(a)(29) of the Code or Section 302 due to a Plan amendment that results in an increase in current liabilities of ERISA, nor has there been any event requiring any disclosure under Section 4041(c)(3)(C) or 4063(a) of ERISA with respect to any Pension the Plan;.

ERISA. (ia) Neither the Borrower nor any ERISA Affiliate maintains or member of its Controlled Group contributes to, or has to any obligation under, any Employee Benefit Plans Plan other than those identified on set forth in Schedule 5.1(h);4.16. (iib) The Borrower and each ERISA Affiliate Each Plan is in compliance in all material compliance respects with all the applicable provisions of ERISA ERISA, the Code and the any other applicable Federal or state law and rules and regulations and published interpretations thereunder with promulgated thereunder. With respect to each Plan (other than a Multiemployer Plan) all Employee Benefit Plans except for material reports required under ERISA or any required amendments for which the remedial amendment period as defined in Section 401(b) of the Code has not yet expired. Each Employee Benefit Plan that is intended other applicable law or regulation to be qualified under Section 401(a) filed with the relevant Governmental Authority, the failure of the Code has been determined by the Internal Revenue Service which to be so qualified, and each trust related to such plan has been determined to be exempt under Section 501(a) file could reasonably result in liability of the Code. No liability has been incurred by the Borrower or any ERISA Affiliate which remains unsatisfied for any taxes or penalties with respect to any Employee Benefit Plan or any Multiemployer Plan;member of its Controlled Group in excess of $500,000 have been duly filed and all such reports are true and correct in all material respects as of the date given. (iiic) No Pension Except as set forth in Schedule 4.16, no Plan of the Borrower has been terminated, and to the knowledge of the Borrower no Pension Plan of any ERISA Affiliate has been terminated, terminated nor has any accumulated funding deficiency (as defined in Section 412 412(a) 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 IRS been received or requested with respect to any Pension Plan, nor has requested. (d) Neither the Borrower or nor any ERISA Affiliate member of its Controlled Group has failed to make any contributions contribution or to pay any amounts amount due and or owing as required by Section 412 of the Code, Code or Section 302 of ERISA or the terms of any Pension such Plan prior to the due dates of such contributions date (including permissible extensions thereof) under Section 412 of the Code or and Section 302 of ERISA, nor . (e) There has there been no ERISA Event or any event requiring any disclosure under Section 4041(c)(3)(C), 4068(f), 4063(a) or 4063(a4043(b) of ERISA with respect to any Pension Plan or trust of the Borrower or any member of its Controlled Group. (f) Except as set forth in Schedule 4.16, the value of the assets of each Plan (other than a Multiemployer Plan;) equalled or exceeded the present value of the benefit liabilities, as defined in Title IV of ERISA, of each such Plan as of the most recent valuation date using Plan actuarial assumptions at such date. (g) There are no pending claims, lawsuits or actions (other than routine claims for benefits in the ordinary course) asserted or instituted against, and neither the Borrower nor any member of its Controlled Group has knowledge of any threatened litigation or claims against, (i) the assets of any Plan or trust or against any fiduciary of a Plan with respect to the operation of such Plan which has any reasonable likelihood of having a Material Adverse Effect or (ii) the assets of any employee welfare benefit plan maintained by the Borrower or any member of its Controlled Group within the meaning of Section 3(1) of ERISA or against any fiduciary thereof with respect to the operation of any such Plan which has any reasonable likelihood of having a Material Adverse Effect. (h) Neither the Borrower nor any member of its Controlled Group has engaged in any prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, in connection with any Plan. (i) Neither the Borrower nor any member of its Controlled Group (i) has incurred or reasonably expects to incur (A) any liability under Title IV of ERISA (other than premiums due under Section 4007 of ERISA to the PBGC) or (B) any withdrawal liability (and no event has occurred which with the giving of notice under Section 4219 of ERISA would result in such liability) under Section 4201 of ERISA as a result of a complete or partial withdrawal (within the meaning of Section 4203 or 4205 of ERISA) from a Multiemployer Plan or (C) any liability under Section 4062 of ERISA to the PBGC or to a trustee appointed under Section 4042 of ERISA, or (ii) has withdrawn from any Multiemployer Plan. (j) Neither the Borrower nor any member of its Controlled Group nor any organization to which the Borrower or any member of its Controlled Group is a successor or parent corporation within the meaning of Section 4069(b) of ERISA has engaged in a transaction within the meaning of Section 4069 of ERISA. (k) Except as set forth in Schedule 4.16, neither the Borrower nor any member of its Controlled Group maintains or has established any welfare benefit plan within the meaning of Section 3(1) of ERISA which provides for (i) continuing benefits or coverage for any participant or any beneficiary of any participant after such participant's termination of employment except as may be required by the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA") and the regulations thereunder, and at the expense of the participant or the beneficiary of the participant, or (ii) retiree medical liabilities. The Borrower and each member of its Controlled Group which maintains a welfare benefit plan within the meaning of Section 3(1) of ERISA has complied with any applicable notice and continuation requirements of COBRA and the regulations thereunder, except where the failure to so comply could not result in the loss of a tax deduction or imposition of a tax or other penalty on the Borrower or any member of its Controlled Group.

ERISA. Except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: (i) Neither the Borrower nor any ERISA Affiliate maintains or contributes to, or each Plan is drafted and has any obligation under, any Employee Benefit Plans other than those identified on Schedule 5.1(h); (ii) The Borrower been operated and each ERISA Affiliate is administered in material compliance with all the applicable provisions of ERISA and the provisions of the Code relating to Plans and the regulations and published interpretations thereunder thereunder; (ii) no ERISA Event or Foreign Plan Event has occurred or is reasonably expected to occur; (iii) all amounts required by applicable law 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. Each Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code has been determined to, or by the Internal Revenue Service terms of, any retiree welfare benefit arrangement maintained by any Group Member or any ERISA Affiliate or to be so qualified, and which any Group Member or any ERISA Affiliate has an obligation to contribute have been accrued in accordance with ASC Topic 715-60. The present value of all accrued benefits under each trust related Pension Plan (determined based on the assumptions used by such Pension Plans pursuant to such plan has been determined to be exempt under Section 501(a430(h) of the Code. No liability has been incurred ) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed by more than a material amount the Borrower or value of the assets of such Pension Plan (as determined pursuant to Section 430(g) of the Code) allocable to such accrued benefits, and the present value of all accumulated benefit obligations of all underfunded Pension Plans (based on the assumptions used for purposes of ASC Topic 715-30) did not, as of the date of the most recent financial statements reflecting such amounts, exceed by more than a material amount the fair market value of the assets of all such underfunded Pension Plans; (iv) no Group Member nor any ERISA Affiliate which remains unsatisfied for any taxes has had a complete or penalties with respect to any Employee Benefit Plan or partial withdrawal from any Multiemployer Plan; (iii) No Pension Plan of the Borrower has been terminated, and and, to the knowledge of the Borrower no Pension Plan Loan Parties, none of the Loan Parties nor any ERISA Affiliate has been terminated, nor has would become subject to any accumulated funding deficiency (liability under ERISA if the Loan Parties or any such ERISA Affiliate were to withdraw completely from all Multiemployer Plans as defined in Section 412 of the Codevaluation date most closely preceding the date on which this representation is made or deemed made; and (f) 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 no such Multiemployer Plan is in Reorganization 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 the 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) or 4063(a) of ERISA with respect to any Pension Plan;Insolvent.

ERISA. (ia) Neither the Borrower nor any ERISA Affiliate maintains or contributes to, or has any obligation under, any Employee All Benefit Plans other than those identified on Schedule 5.1(hare listed in Exhibit B, and copies of all documentation relating to such Benefit Plans have been delivered to or made available for review by Purchasers (including copies of written Benefit Plans, written descriptions of oral Benefit Plans, summary plan descriptions, trust agreements, the three most recent annual returns, employee communications, and IRS determination letters);. (iib) The Borrower Each Benefit Plan has at all times been maintained and each ERISA Affiliate is administered in all material compliance respects in accordance with its terms and with the requirements of all applicable provisions of law, including ERISA and the regulations Code, 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. Each Employee each Benefit Plan that is intended to be qualified qualify under Section section 401(a) of the Code has at all times since its adoption been determined by the Internal Revenue Service to be so qualified, and each trust related to which forms a part of any such plan has at all times since its adoption been determined to be tax-exempt under Section section 501(a) of the Code. . (c) No Benefit Plan has incurred any "accumulated funding deficiency" within the meaning of section 302 of ERISA or section 412 of the Code, and the "amount of unfunded benefit liabilities" within the meaning of section 4001(a)(18) of ERISA does not exceed zero with respect to any Benefit Plan subject to Title IV of ERISA. (d) No "reportable event" (within the meaning of section 4043 of ERISA) has occurred with respect to any Benefit Plan or any Plan maintained by an ERISA Affiliate since the effective date of said section 4043 for which notice is not waived under the regulations issued pursuant to said Section 4043. (e) No Benefit Plan is a multiemployer plan within the meaning of section 3(37) of ERISA. (f) No direct, contingent or secondary liability has been incurred or is expected to be incurred by the Borrower or Company under Title IV of ERISA to any ERISA Affiliate which remains unsatisfied for any taxes or penalties party with respect to any Employee Benefit Plan, or with respect to any other Plan presently or heretofore maintained or contributed to by any ERISA Affiliate. (g) Neither the Company nor any ERISA Affiliate has incurred any liability for any tax imposed under section 4971 through 4980B of the Code or civil liability under section 502(i) or (l) of ERISA. (h) No benefit under any Benefit Plan, including, without limitation, any severance or parachute payment plan or agreement, will be established or become accelerated, vested or payable by reason of any transaction contemplated under this Agreement. (i) No Benefit Plan provides health or death benefit coverage beyond the termination of an employee's employment, except as required by Part 6 of Subtitle B of Title I of ERISA or section 4980B of the Code or any Multiemployer Plan;State laws requiring continuation of benefits coverage following termination of employment. (iiij) No Pension Plan suit, action or other litigation (excluding claims for benefits incurred in the ordinary course of plan activities and any other claim which could reasonably be expected to result in a material liability or expense to the Borrower Company) has been terminatedbrought or, and to the knowledge of the Borrower no Pension Plan of any ERISA Affiliate has been terminatedCompany, 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 threatened against or requested with respect to any Pension PlanBenefit Plan and there are no facts or circumstances known to the Company that could reasonably be expected to give rise to any such suit, nor action or other litigation. (k) All contributions to Benefit Plans that were required to be made under such Benefit Plans have been made, and all benefits accrued under any unfunded Benefit Plan have been paid, accrued or otherwise adequately reserved in accordance with generally accepted accounting principles, all of which accruals under unfunded Benefit Plans are as disclosed in Exhibit B, and the Company has the Borrower or any ERISA Affiliate failed performed all material obligations required to make any contributions or to pay any amounts due be performed under all Benefit Plans. (l) The execution, delivery and owing as required by Section 412 performance of the CodeStock Purchase Agreements, Section 302 the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement and the Registration Rights Amendment and the consummation of the transactions contemplated hereby and thereby (including, without limitation, the offer, issue and sale by the Company, and the purchase by the Purchaser of the Shares and the Conversion Shares) will not involve any "prohibited transaction" within the meaning of ERISA or the terms of any Pension Plan prior to the 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) or 4063(a) of ERISA with respect to any Pension Benefit Plan;.

ERISA. (ia) 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 5.1(h);There are no Multiemployer Plans. (iib) The Borrower Each Plan and each ERISA Affiliate is in material 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. Each Employee Benefit Plan that is related trust intended to be qualified qualify under Code Section 401(a) of the Code 401 or 501 has been determined by the Internal Revenue Service IRS to be so qualified, and each trust related to such plan has been determined to be exempt under Section 501(a) of the Code. No liability has been incurred by the Borrower or any 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 Borrower has been terminated, qualified and to the best knowledge of the Borrower no Pension Plan nothing has occurred which would cause the loss of such qualification. (c) None of the Borrower, any of its Subsidiaries or any ERISA Affiliate has been terminatedAffiliate, 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 contribution or to pay any amounts amount due and owing as required by Section 412 of the Code, Code or Section 302 of ERISA or the terms of any such plan, and all required contributions and benefits have been paid in accordance with the provisions of each such plan. (d) There are no pending or, to the knowledge of the Borrower, threatened claims, actions or proceedings (other than claims for benefits in the normal course), relating to any Plan other than those that in the aggregate, if adversely determined, would have no Material Adverse Effect. (e) No Pension Plan prior has any unfunded accrued benefit liabilities, as determined by using reasonable actuarial assumptions utilized by such plan's actuary for funding purposes. Within the last five years none of the Borrower, any of its Subsidiaries or any ERISA Affiliate has caused a Pension Plan with any such liabilities to be transferred outside of its "controlled group" (within the due dates meaning of Section 4001(a)(14) of ERISA). (f) No Plan provides for continuing health, disability, accident or death benefits or coverage for any participant or his or her beneficiary after such contributions under participant's termination of employment (except as may be required by Section 412 4980B of the Code and at the sole expense of the participant or Section 302 the beneficiary) which would result in the aggregate under all Plans in a liability in an amount which would have a Material Adverse Effect. (g) None of ERISA, nor has there been the assets of any event requiring any disclosure under Section 4041(c)(3)(C) or 4063(a) of the Loan Parties are subject to Title I of ERISA with respect to because they consist of "plan assets" within the meaning of DOL Regulation Section 2510.3-101 by reason of an equity investment in any Pension Plan;of the Loan Parties.

ERISA. (i) Neither the Borrower nor No Loan Party or any ERISA Affiliate maintains or contributes to, or has any obligation under, any Employee Benefit Plans other than those identified on Schedule 5.1(h7.1(m);. (ii) The Borrower Each Loan Party and each ERISA Affiliate is in material compliance with all applicable provisions of ERISA ERISA, the Internal Revenue Code 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 Internal Revenue Code has not yet expiredexpired and except where a failure to so comply could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code has been determined by the Internal Revenue Service IRS to be so qualified, and each trust related to such plan has been determined to be exempt under Section 501(a) of the CodeInternal Revenue Code except for such plans that have not yet received determination letters but for which the remedial amendment period for submitting a determination letter has not yet expired. No liability has been incurred by the Borrower any Loan Party or any ERISA Affiliate which remains unsatisfied for any taxes or penalties assessed with respect to any Employee Benefit Plan or any Multiemployer Plan;Plan except for a liability that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (iii) No Pension Plan As of the Borrower has been terminatedAgreement Date, and to the knowledge of the Borrower no Pension Plan of any ERISA Affiliate has been terminated, nor has any accumulated Pension Plan become subject to funding deficiency (as defined in based upon benefit restrictions under Section 412 436 of the Internal Revenue 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 IRS been received or requested with respect to any Pension Plan, nor has the Borrower any Loan Party or any ERISA Affiliate failed to make any contributions or to pay any amounts due and owing as required by Section Sections 412 or 430 of the Internal Revenue Code, Section 302 of ERISA or the terms of any Pension Plan on or prior to the due dates of such contributions under Section Sections 412 or 430 of the Internal Revenue Code or Section 302 of ERISA, nor has there been any event requiring any disclosure under Section 4041(c)(3)(C) or 4063(a) of ERISA with respect to any Pension Plan. (iv) Except where the failure of any of the following representations to be correct could not, individually or in the aggregate, reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, no Loan Party nor any ERISA Affiliate has: (i) 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, (ii) failed to make a required contribution or payment to a Multiemployer Plan, or (iii) failed to make a required installment or other required payment under Sections 412 or 430 of the Internal Revenue Code. (v) No Termination Event has occurred or is reasonably expected to occur; (vi) Except where the failure of any of the following representations to be correct could not, individually or in the aggregate, reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, no proceeding, claim (other than a benefits claim in the ordinary course of business), lawsuit and/or investigation is existing or, to any Loan Party’s knowledge, threatened concerning or involving (i) any employee welfare benefit plan (as defined in Section 3(1) of ERISA) currently maintained or contributed to by any Loan Party or any ERISA Affiliate, (ii) any Pension Plan or (iii) any Multiemployer Plan. (vii) With respect to any Employee Benefit Plan that is a retiree welfare benefit arrangement, all amounts have been accrued on the applicable Loan Party’s or ERISA Affiliate’s financial statements in accordance with FASB ASC 715. The “benefit obligation” of all Pension Plans does not exceed the “fair market value of plan assets” for such Pension Plans by more than $10,000,000 all as determined by and with such terms defined in accordance with FASB ASC 715.

ERISA. (i) Neither the Borrower nor any Subsidiary thereof nor any ERISA Affiliate shall acquire any new ERISA Affiliate that maintains or contributes to, or has any an obligation under, any Employee Benefit Plans other than those identified on Schedule 5.1(h); (ii) The Borrower and each ERISA Affiliate is in material 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 contribute to a Pension Plan that has either an “accumulated funding deficiency,” as defined in Section 401(b302 of ERISA, or “unfunded vested benefits,” as defined in Section 4006(a)(3)(E)(iii) of ERISA in the Code has not yet expiredcase of any Pension Plan other than a Multi-employer Plan and in Section 4211 of ERISA in the case of a Multi-employer Plan. Each Employee Benefit Additionally, neither the Borrower nor any Subsidiary thereof nor any ERISA Affiliate shall: (a) permit or suffer any condition set forth in Schedule 3.14 to cease to be met and satisfied at any time; (b) terminate any Pension Plan that is intended subject to Title IV of ERISA where such termination could reasonably be qualified under Section 401(a) of the Code has been determined by the Internal Revenue Service anticipated to be so qualified, and each trust related result in liability to such plan has been determined to be exempt under Section 501(a) of the Code. No liability has been incurred by the Borrower or any ERISA Affiliate which remains unsatisfied for any taxes or penalties with respect to any Employee Benefit Plan or any Multiemployer Plan; of its Subsidiaries, (iiic) No Pension Plan of the Borrower has been terminated, and to the knowledge of the Borrower no Pension Plan of any ERISA Affiliate has been terminated, nor has permit any accumulated funding deficiency (deficiency, as defined in Section 412 302(a)(2) of the Code) been ERISA, to be 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 ; (d) fail to make any contributions or fail 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 the due dates of before such contributions under or amounts become delinquent; (e) make a complete or partial withdrawal (within the meaning of Section 412 of the Code or Section 302 4201 of ERISA) from any Multi-employer Plan that would cause the Borrower, nor has there been Subsidiary or ERISA Affiliate to incur withdrawal liability; or (f) at any event requiring time fail to provide the Agent and the Lenders with copies of any disclosure under Section 4041(c)(3)(C) Plan documents or 4063(a) of ERISA with respect to governmental reports or filings, if reasonably requested by the Agent or any Pension Plan;Lender.

ERISA. (i) Neither the Borrower nor any ERISA Affiliate maintains or contributes toThe present value of all benefits vested under each “employee pension benefit plan” as such term is defined in Section 3(2) of ERISA, or has any obligation under, any Employee Benefit Plans other than those identified on Schedule 5.1(h); (ii) The Borrower and each ERISA Affiliate a Multiemployer Plan, that is in material compliance with all applicable provisions subject to Title IV 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. Each Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code has been determined by the Internal Revenue Service to be so qualified, and each trust related to such plan has been determined to be exempt under Section 501(a) of the Code. No liability has been incurred sponsored or maintained by the Borrower or any 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 Borrower has been terminated, and or 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 which the Borrower or any ERISA Affiliate failed of the Borrower contributes or has an obligation to make contribute, or has any contributions or liability (each, a “Pension Plan”), does not exceed the value of the assets of the Pension Plan allocable to pay any amounts due such vested benefits (based on the value of such assets as of the last annual valuation date) determined in accordance with the assumptions used for funding such Pension Plan pursuant to Sections 412 and owing as required by Section 412 430 of the Code. No prohibited transactions, failure to meet the minimum funding standard set forth in Section 302 302(a) of ERISA or and Section 412(a) of the terms of Code (with respect to any Pension Plan prior other than a Multiemployer Plan), withdrawals or Reportable Events have occurred with respect to any Pension Plan that, in the due dates aggregate, could subject the Borrower to any material tax, penalty or other liability. No notice of such contributions intent to terminate a Pension Plan has been filed, nor has any Pension Plan been terminated under Section 412 of the Code or Section 302 4041(c) of ERISA, nor has there been any the Pension Benefit Guaranty Corporation instituted proceedings to terminate, or appoint a trustee to administer, a Pension Plan and no event requiring any disclosure has occurred or condition exists that might constitute grounds under Section 4041(c)(3)(C4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan. (ii) or 4063(aThe Borrower (a) is not a Benefit Plan Investor and (b) is not a “governmental plan” within the meaning of Section 3(32) of ERISA (“Governmental Plan”), and neither the Borrower nor any transactions by or with the Borrower are subject to state statutes or regulations regulating investments of and fiduciary obligations with respect to any Pension Plan;Governmental Plans or to state statutes or regulations that impose prohibitions similar to those contained in Section 406 of ERISA or Section 4975 of the Code (“Similar Law”).

ERISA. (ia) Neither the Borrower No Loan Party nor any ERISA Affiliate maintains other Person, including any fiduciary, has engaged in any prohibited transaction (as defined in Section 4975 of the Code or contributes toSection 406 of ERISA) which could subject a Loan Party or any Person to whom any Loan Party may have an obligation to indemnify to any tax or penalty imposed under Section 4975 of the Code or Section 502 of ERISA, or has any obligation under, any and each Employee Benefit Plans Plan (other than those identified on Schedule 5.1(h); (iia Multiemployer Plan) The Borrower has been administered in accordance with its terms and each ERISA Affiliate is in material compliance with all applicable provisions of ERISA and the regulations and published interpretations thereunder with respect Legal Requirements, including any reporting requirements; except in each case where such tax, penalty or compliance failure could not reasonably be expected 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 expiredhave a Material Adverse Effect. Each Employee Benefit Plan (other than a Multiemployer Plan) that is intended to be qualified qualify under Section 401(a) or 401(k) of the Code is the subject of a favorable determination or opinion letter from the IRS as to its tax-qualified status and no event has been determined by occurred that could reasonably be expected to result in the Internal Revenue Service to be so qualifieddisqualification of such Employee Benefit Plan. (b) Except as disclosed on Schedule 6.8, and each trust related to such plan has been determined to be exempt under Section 501(a) as of the Code. No date hereof, no Loan Party nor member of the Controlled Group maintains, contributes to or has any liability has been incurred by the Borrower or any ERISA Affiliate which remains unsatisfied for any taxes or penalties with respect to any Employee Benefit a Pension Plan or any Multiemployer Plan; (iii) No Pension Plan that is subject to Title IV of ERISA. There is no Lien outstanding or security interest given by any Loan Party or member of the Borrower has been terminated, and to the knowledge of the Borrower no Pension Plan of Controlled Group in connection with any ERISA Affiliate has been terminated, nor has any Plan. No accumulated funding deficiency (as defined in Section 412 of the Codewhether or not waived) 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 the due dates of such contributions under Section 412 of the Code or Section 302 of ERISA, nor ERISA has there been any event requiring any disclosure under Section 4041(c)(3)(C) or 4063(a) of ERISA occurred with respect to any Pension Plan;. No Loan Party has any liability for uninsured retiree medical or death benefits (contingent or otherwise) other than as required by Section 4980B of the Code. No part of the funds to be used by a Loan Party in satisfaction of their respective obligations under this Agreement and the other Loan Documents, constitute “plan assets” within the meaning of Department of Labor regulation 29 C.F.R. Section 2510.3-101, as modified by Section 3(42) of ERISA, of any “employee benefit plan” within the meaning of Section 3(3) of ERISA that is subject to Title I of ERISA, any “plan” within the meaning of Section 4975 of the Code that is subject to Section 4975 of the Code or any entity the underlying assets of which are deemed to include plan assets.

ERISA. (ia) Neither the Borrower nor any ERISA Affiliate maintains Schedule 4.13 sets forth a complete and accurate list of all Pension Plans maintained or contributes to, or has any obligation under, any Employee Benefit Plans other than those identified on Schedule 5.1(h); (ii) The Borrower and each ERISA Affiliate is in material 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. Each Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code has been determined by the Internal Revenue Service to be so qualified, and each trust related to such plan has been determined to be exempt under Section 501(a) of the Code. No liability has been incurred sponsored by the Borrower or any ERISA Affiliate or to 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 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 contributes as required by Section 412 of the Code, Section 302 of Closing Date; (b) the Borrower and its ERISA or the terms of any Pension Plan prior to the 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) or 4063(a) Affiliates are in compliance in all material respects with all applicable provisions and requirements of ERISA with respect to each Plan, and have performed all their obligations under each Plan; (c) no ERISA Event has occurred or is reasonably expected to occur; (d) the Borrower and each of its ERISA Affiliates have met all applicable requirements under the ERISA Funding Rules with respect to each Pension Plan, and no waiver of the minimum funding standards under the ERISA Funding Rules has been applied for or obtained; (e) as of the most recent valuation date for any Pension Plan, the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) is at least 60%, and neither the Borrower nor any of its ERISA Affiliates knows of any facts or circumstances that could reasonably be expected to cause the funding target attainment percentage to fall below 60% as of the most recent valuation date; (f) except to the extent required under Section 4980B of the Code, or as described on Schedule 4.13, no Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of the Borrower or any of its ERISA Affiliates; (g) as of the most recent valuation date for any Pension Plan, the amount of outstanding benefit liabilities (as defined in Section 4001(a)(18) of ERISA), individually or in the aggregate for all Pension Plans (excluding for purposes of such computation any Pension Plans with respect to which assets exceed benefit liabilities), does not exceed $5,000,000; (h) the execution and delivery of this Agreement and the consummation of the transactions contemplated hereunder will not involve any transaction that is subject to the prohibitions of Section 406 of ERISA or in connection with which taxes could be imposed pursuant to Section 4975(c)(1)(A)-(D) of the Code; (i) all liabilities under each Plan are (i) funded to at least the minimum level required by law or, if higher, to the level required by the terms governing the Plans, (ii) insured with a reputable insurance company, (iii) provided for or recognized in the financial statements most recently delivered to the Administrative Agent and the Lenders pursuant hereto or (iv) estimated in the formal notes to the financial statements most recently delivered to the Administrative Agent and the Lenders pursuant hereto; (j) to the knowledge of the Loan Parties, there are no circumstances which may give rise to a liability in relation to any Plan which is not funded, insured, provided for, recognized or estimated in the manner described in clause (g); and (i) the Borrower is not and will not be a “plan” within the meaning of Section 4975(e) of the Code; (ii) the assets of the Borrower do not and will not constitute “plan assets” within the meaning of the United States Department of Labor Regulations set forth in 29 C.F.R. §2510.3-101; (iii) the Borrower is not and will not be a “governmental plan” within the meaning of Section 3(32) of ERISA; and (iv) transactions by or with the Borrower are not and will not be subject to state statutes applicable to the Borrower regulating investments of fiduciaries with respect to governmental plans.

ERISA. (a) During the twelve-consecutive-month period prior to the date of the execution and delivery of this Agreement, (i) Neither the Borrower nor no steps have been taken to terminate any ERISA Affiliate maintains or contributes to, or has any obligation under, any Employee Benefit Plans other than those identified on Schedule 5.1(h); Pension Plan and (ii) The Borrower and each ERISA Affiliate is in material 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 no contribution failure has not yet expired. Each Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code has been determined by the Internal Revenue Service to be so qualified, and each trust related to such plan has been determined to be exempt under Section 501(a) of the Code. No liability has been incurred by the Borrower or any ERISA Affiliate which remains unsatisfied for any taxes or penalties occurred with respect to any Employee Benefit Pension 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 Pension Plan which could result in the incurrence by the Company of any material liability, fine or penalty, other than the obligations of the Company to fund the benefits provided under the Pension Plan. (b) All contributions (if any) have been made to any Multiemployer Plan that are required to be made by the Company or any other member of the Controlled Group under the terms of the plan or of any collective bargaining agreement or by applicable law; neither the Company nor any member of the Controlled Group has withdrawn or partially withdrawn from any Multiemployer Plan; (iii) No , incurred any withdrawal liability with respect to any such plan or received notice of any claim or demand for withdrawal liability or partial withdrawal liability from any such plan, and no condition has occurred which, if continued, might result in a withdrawal or partial withdrawal from any such plan; and neither the Company nor any member of the Controlled Group has received any notice that any Multiemployer Pension Plan is in reorganization, that increased contributions may be required to avoid a reduction in plan benefits or the imposition of the Borrower any excise tax, that any such plan is or 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 funded at a rate less than that required under Section 412 of the CodeIRC, that any such plan is or may be terminated, or that any such plan is or may become insolvent. (c) been incurred The Pension Plans and the trusts maintained pursuant thereto are exempt from federal income taxation under Section 501 of the IRC, and nothing has occurred with respect to the operation of the Pension Plans which could cause the loss of such qualification or exemption or the imposition of any liability, penalty, or tax under ERISA or the IRC. (d) All contributions required by law or pursuant to the terms of the Plans (without regard to any waiver waivers granted under Section 412 of the Code), nor has any funding waiver from the Internal Revenue Service been received or requested with respect IRC) to any funds or trusts established thereunder or in connection therewith have been made by the due date thereof (including any valid extension) and no accumulated funding deficiencies exist in any of the Pension Plan, nor has the Borrower or any ERISA Affiliate failed Plans subject to make any contributions or to pay any amounts due and owing as required by Section 412 of the Code, IRC. (e) There is no "amount of unfunded benefit liabilities" as defined in Section 302 4001 (a) (18) of ERISA or in any of the terms respective Pension Plans, which are subject to Title IV of any ERISA. Each of the respective Pension Plans are fully funded in accordance with the actuarial assumptions used by the PBGC to determine the level of funding required in the event of the termination of the Pension Plan prior and all benefit liabilities do not exceed the assets of such Pension Plans. (f) There have been no "reportable events" as that term is defined in Section 404 of ERISA and the regulations thereunder with respect to the due dates Pension Plans subject to Title IV of such contributions under Section 412 ERISA which would require the giving of the Code notice, or Section 302 of ERISA, nor has there been any event requiring any disclosure under Section Sections 4041(c)(3)(C), 4063(a) or 4063(a4068(f) of ERISA. (g) There is no material violation of ERISA with respect to the filing of applicable reports, documents, and notice, regarding the Plans with the Secretary of Labor and the Secretary of the Treasury or the furnishing of such documents to the participants or beneficiaries of the Plans. (h) To the knowledge of the Company, there are no pending actions, claims or lawsuits which have been asserted or instituted against the Plans, the assets of any Pension Plan;of the trusts under such Plans or the plan sponsor or the plan administrator, or against any fiduciary of the Plans with respect to the operation of such Plans (other than routine benefit claims), nor does the Company have knowledge of facts which could form the basis for any such claim or lawsuit. (i) All amendments and actions required to bring the Plans into conformity in all material respects with all of the applicable provisions of ERISA and other applicable laws have been made or taken except to the extent that such amendments or actions are not required by law, regulation or order pronounced by the IRS, to be made or taken until a date after the applicable Closing Date. (j) The Plans have been maintained, in all material respects, in accordance with their terms and with all provisions of ERISA (including rules and regulations thereunder) and other applicable Federal and state law, and the Company or "party in interest" or "disqualified person" with respect to the Plans has engaged in a "prohibited transaction" within the meaning of Section 4975 of the IRC or Section 406 of ERISA.

ERISA. (i) Neither As of the Closing Date, 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 5.1(h7.1(i); (ii) The Borrower and each ERISA Affiliate is in material 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 described in Section 401(b) of the Code has not yet expiredexpired and except where a failure to so comply could not reasonably be expected to have a Material Adverse Effect. Each Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code has been determined by the Internal Revenue Service to be so qualified, and each trust related to such plan has been determined to be exempt under Section 501(a) of the CodeCode except for such plans that have not yet received determination letters but for which the remedial amendment period for submitting a determination letter has not yet expired. No liability has been incurred by the Borrower or any ERISA Affiliate which remains unsatisfied for any taxes or penalties with respect to any Employee Benefit Plan or any Multiemployer PlanPlan except for a liability that could not reasonably be expected to have a Material Adverse Effect; (iii) No Pension Plan As of the Borrower has been terminatedClosing Date, 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 the 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) or 4063(a) of ERISA with respect to any Pension Plan; (iv) Except where the failure of any of the following representations to be correct in all material respects could not reasonably be expected to have a Material Adverse Effect, neither the Borrower nor any 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 is reasonably expected to occur; and (vi) Except where the failure of any of the following representations to be correct in all material respects could not reasonably be expected to have a Material Adverse Effect, no proceeding, claim (other than a benefits claim in the ordinary course of business), lawsuit and/or investigation is existing or, to the best knowledge of the Borrower after due inquiry, threatened concerning or involving any (A) employee welfare benefit plan (as defined in Section 3(1) of ERISA) currently maintained or contributed to by the Borrower or any ERISA Affiliate, (B) Pension Plan or (C) Multiemployer Plan.

ERISA. (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 5.1(h); (iia) The Borrower Parent and each ERISA Affiliate is are in compliance in all material compliance respects 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 Internal Revenue Code has not yet expired. Each Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Internal Revenue Code has been determined by the Internal Revenue Service to be so qualified, and each trust related to such plan has been determined to be exempt under Section 501(a) of the Internal Revenue Code. No liability has been incurred by the Borrower Parent or any ERISA Affiliate which remains unsatisfied for any taxes or penalties with respect to any Employee Benefit Plan or any Multiemployer Plan;. (iiib) No Material Pension Plan of the 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 Internal Revenue Code) been incurred (without regard to any waiver granted under Section 412 of the Internal Revenue Code), nor has any funding waiver from the Internal Revenue Service been received or requested with respect to any Material Pension Plan, nor has the Borrower Parent or any ERISA Affiliate failed to make any contributions or to pay any amounts due and owing as required by Section 412 of the Internal Revenue Code, Section 302 of ERISA or the terms of any Pension Plan prior to the due dates of such contributions under Section 412 of the Internal Revenue Code or Section 302 of ERISA, nor has there been any event requiring any disclosure under Section 4041(c)(3)(C) or 4063(a) of ERISA with respect to any Pension Plan;. (c) Neither the Parent nor any ERISA Affiliate has: (i) engaged in a nonexempt prohibited transaction described in Section 406 of ERISA or Section 4975 of the Internal Revenue Code, (ii) 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, (iii) failed to make a required contribution or payment to a Multiemployer Plan, or (iv) failed to make a required installment or other required payment under Section 412 of the Internal Revenue Code. (d) No Termination Event has occurred or is reasonably expected to occur. (e) No proceeding, claim, lawsuit and/or investigation is existing or, to the best knowledge of the Parent, threatened concerning or involving any (A) employee welfare benefit plan (as defined in Section 3(1) of ERISA) currently maintained or contributed to by the Parent or any ERISA Affiliate, (B) Pension Plan or (C) Multiemployer Plan in which there is a reasonable possibility of an adverse decision and which, if adversely determined, could reasonably be expected to have a Material Adverse Effect.

ERISA. (ia) Neither the Borrower nor any ERISA Affiliate maintains or contributes to, or has any obligation under, any Employee All Benefit Plans other than those identified on are listed in Schedule 5.1(h4.9(a);, and copies of all documentation relating to such Benefit Plans have been delivered to or made available for review by the Purchasers (including copies of written Benefit Plans, written descriptions of oral Benefit Plans, summary plan descriptions, trust agreements, the three most recent annual returns, employee communications, and IRS determination letters). (iib) The Borrower Each Benefit Plan has at all times been maintained and each ERISA Affiliate is administered in all material compliance respects in accordance with its terms and with the requirements of all applicable provisions of law, including ERISA and the regulations Code, 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. Each Employee each Benefit Plan that is intended to be qualified qualify under Section 401(a) of the Code has at all times since its adoption been determined by the Internal Revenue Service to be so qualified, and each trust related to which forms a part of any such plan has at all times since its adoption been determined to be tax-exempt under Section 501(a) of the Code. . (c) No liability has been incurred by the Borrower or any ERISA Affiliate which remains unsatisfied for any taxes or penalties with respect to any Employee Benefit Plan or has incurred any Multiemployer Plan; (iii) No Pension Plan of the 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 deficiency" within the meaning of Section 412 302 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 ERISA 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, and the "amount of unfunded benefit liabilities" within the meaning of Section 302 4001(a)(18) of ERISA does not exceed zero with respect to any Benefit Plan subject to Title IV of ERISA. (d) No "reportable event" (within the meaning of Section 4043 of ERISA) has occurred with respect to any Benefit Plan or any Plan maintained by an ERISA Affiliate since the effective date of said Section 4043 for which notice is not waived under the regulations issued pursuant to said Section 4043. (e) No Benefit Plan is a multiemployer plan within the meaning of Section 3(37) of ERISA. (f) No direct, contingent or secondary liability has been incurred or is expected to be incurred by the Company under Title IV of ERISA to any party with respect to any Benefit Plan, or with respect to any other Plan presently or heretofore maintained or contributed to by any ERISA Affiliate. (g) Neither the Company nor any ERISA Affiliate has incurred any liability for any tax imposed under Section 4971 through 4980B of the Code or civil liability under Section 502(i) or (l) of ERISA. (h) No benefit under any Benefit Plan, including, without limitation, any severance or parachute payment plan or agreement, will be established or become accelerated, vested or payable by reason of any transaction contemplated under this Agreement. (i) No Benefit Plan provides health or death benefit coverage beyond the termination of an employee's employment, except as required by Part 6 of Subtitle B of Title I of ERISA or Section 4980B of the Code or any State laws requiring continuation of benefits coverage following termination of employment. (j) No suit, action or other litigation (excluding claims for benefits incurred in the ordinary course of plan activities and any other claim which could not reasonably be expected to result in a material liability or expense to the Company) has been brought or, to the knowledge of the Company, threatened against or with respect to any Benefit Plan and there are no facts or circumstances known to the Company that could reasonably be expected to give rise to any such suit, action or other litigation. (k) All contributions to Benefit Plans that were required to be made under such Benefit Plans have been made, and all benefits accrued under any unfunded Benefit Plan have been paid, accrued or otherwise adequately reserved in accordance with generally accepted accounting principles, all of which accruals under unfunded Benefit Plans are as disclosed in Schedule 4.9(k), and the Company has performed all material obligations required to be performed under all Benefit Plans. (l) The execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby (including, without limitation, the offer, issue and sale by the Company, and the purchase by any Purchaser of the Shares) will not involve any "prohibited transaction" within the meaning of ERISA or the terms of any Pension Plan prior to the 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) or 4063(a) of ERISA with respect to any Pension Benefit Plan;.

ERISA. (a) Set forth on Schedule 4.18 is a list identifying each "employee benefit plan", as defined in Section 3(3) of ERISA, (i) Neither the Borrower nor which is subject to any ERISA Affiliate maintains or contributes toprovision of ERISA, (ii) which is maintained, administered, or contributed to by the Company or any affiliate of the Company, and (iii) which covers any employee or former employee of the Company or any affiliate of the Company or under which the Company or any affiliate of the Company has any obligation underliability. The Company has delivered or made available to Buyer accurate and complete copies of such plans (and, if applicable, the related trust agreements) and all amendments thereto and written interpretations thereof, together with (i) the three most recent annual reports (Form 5500 including, if applicable, Schedule B thereto) prepared in connection with any such plan and (ii) the most recent actuarial valuation report prepared in connection with any such plan. Such plans are referred to in this Section as the "Employee Benefit Plans". For purposes of this Section only, an "affiliate" of any person means any other person which, together with such person, would be treated as a single employer under Section 414 of the Code. The only Employee Plans other than those which individually or collectively would constitute an "employee pension benefit plan" as defined in Section 3(2) of ERISA are identified as such on Schedule 4.18. (b) Except as otherwise identified on Schedule 5.1(h4.18, (i) no Employee Plan constitutes a "multiemployer plan", as defined in Section 3(37) of ERISA (for purposes of this Section, a "Multiemployer Plan"); , (ii) The Borrower and each no Employee Plan is maintained in connection with any trust described in Section 501(c)(9) of the Code, (iii) no Employee Plan is subject to Title IV of ERISA Affiliate is in material compliance with all applicable provisions or to the minimum funding standards of ERISA and the regulations Code, and published interpretations thereunder with respect (iv) during the past five years, neither the Company nor any of its affiliates have made or been required to all Employee Benefit Plans except for make contributions to any required amendments for which the remedial amendment period Multiemployer Plan. There are no accumulated funding deficiencies as defined in Section 401(b) 412 of the Code (whether or not waived) with respect to any Employee Plan. The fair market value of the assets held with respect to each Employee Plan which is an employee pension benefit plan, as defined in Section 3(2) of ERISA, exceeds the actuarially determined present value of all benefit liabilities accrued under such Employee Plan (whether or not vested) determined using reasonable actuarial assumptions. Neither the Company nor any affiliate of the Company has not yet expiredincurred any material liability under Title IV of ERISA arising in connection with the termination of, or complete or partial withdrawal from, any plan covered or previously covered by Title IV of ERISA. The Company and all of the affiliates of the Company have paid and discharged promptly when due all liabilities and obligations arising under ERISA or the Code of a character which if unpaid or unperformed might result in the imposition of a lien against any of the assets of the Company or any Subsidiary. Nothing done or omitted to be done and no transaction or holding of any asset under or in connection with any Employee Plan has or will make the Company or any Subsidiary or any director or officer of the Company or any Subsidiary subject to any liability under Title I of ERISA or liable for any Tax pursuant to Section 4975 of the Code that could have a Material Adverse Effect. There are no threatened or pending claims by or on behalf of the Employee Plans, or by any participant therein, alleging a breach or breaches of fiduciary duties or violations of Applicable Laws which could result in liability on the part of the Company, its officers or directors, or such Employee Plans, under ERISA or any other Applicable Law and there is no basis for any such claim. (c) Each Employee Benefit Plan that which is intended to be qualified under Section 401(a) of the Code is so qualified and has been determined by so qualified since the Internal Revenue Service to be so qualifieddate of its adoption, and each trust related forming a part thereof is exempt from Tax pursuant to such plan has been determined to be exempt under Section 501(a) of the Code. No liability has been incurred by Set forth on Schedule 4.18 is a list of the Borrower or any ERISA Affiliate which remains unsatisfied for any taxes or penalties most recent IRS determination letters with respect to any such Plans, accurate and complete copies of which letters have been delivered or made available to Buyer. Each Employee Benefit Plan has been maintained in compliance with its terms and with the requirements prescribed by all Applicable Laws, including but not limited to ERISA and the Code, which are applicable to such Employee Plans. (d) Set forth on Schedule 4.18 is a list of each employment, severance, or other similar contract, arrangement, or policy and each plan or arrangement (written or oral) providing for insurance coverage (including any self-insured arrangements), workers' compensation, disability benefits, supplemental unemployment benefits, vacation benefits, retirement benefits, deferred compensation, profit-sharing, bonuses, stock options, stock appreciation rights, or other forms of incentive compensation or post-retirement insurance, compensation, or benefits which (i) is not an Employee Plan, (ii) is entered into, maintained, or contributed to, as the case may be, by the Company or any Multiemployer Plan; affiliate of the Company, and (iii) No Pension Plan covers any employee or former employee of the Borrower Company or any affiliate of the Company or under which the Company or any affiliate of the Company has any liability. Such contracts, plans, and arrangements as are described in the preceding sentence are referred to for purposes of this Section as the "Benefit Arrangements". Each Benefit Arrangement has been terminatedmaintained in substantial compliance with its terms and with the requirements prescribed by Applicable Laws. (e) Neither the Company nor any affiliate of the Company has performed any act or failed to perform any act, and there is no contract, agreement, plan, or arrangement covering any employee or former employee of the Company or any affiliate of the Company, that, individually or collectively, could give rise to the knowledge of the Borrower no Pension Plan payment of any ERISA Affiliate has been terminated, nor has any accumulated funding deficiency (as defined in amount that would not be deductible pursuant to the terms of Section 412 of the Code162(a)(1) 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 280G of the Code, or could give rise to any penalty or excise Tax pursuant to Section 302 of ERISA 4980B or the terms of any Pension Plan prior to the due dates of such contributions under Section 412 4999 of the Code or Section 302 of ERISA, nor has there been any event requiring any disclosure under Section 4041(c)(3)(C) or 4063(a) of ERISA with respect to any Pension Plan;Code.

ERISA. (ia) Neither the Borrower nor any ERISA Affiliate maintains or contributes to, or has any obligation under, any Employee All Benefit Plans other than those identified on are listed in Schedule 5.1(h4.9(a);, and copies of all documentation relating to such Benefit Plans have been delivered to or made available for review by the Purchasers (including copies of written Benefit Plans, written descriptions of oral Benefit Plans, summary plan descriptions, trust agreements, the three most recent annual returns, employee communications, and IRS determination letters). (iib) The Borrower Each Benefit Plan has at all times been maintained and each ERISA Affiliate is administered in all material compliance respects in accordance with its terms and with the requirements of all applicable provisions of law, including ERISA and the regulations Code, 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. Each Employee each Benefit Plan that is intended to be qualified qualify under Section 401(a) of the Code has at all times since its adoption been determined by the Internal Revenue Service to be so qualified, and each trust related to which forms a part of any such plan has at all times since its adoption been determined to be tax-exempt under Section 501(a) of the Code. . (c) No liability has been incurred by the Borrower or any ERISA Affiliate which remains unsatisfied for any taxes or penalties with respect to any Employee Benefit Plan or has incurred any Multiemployer Plan; (iii) No Pension Plan of the 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 deficiency" within the meaning of Section 412 302 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 ERISA 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, and the "amount of unfunded benefit liabilities" within the meaning of Section 302 4001(a)(18) of ERISA does not exceed zero with respect to any Benefit Plan subject to Title IV of ERISA. (d) No "reportable event" (within the meaning of Section 4043 of ERISA) has occurred with respect to any Benefit Plan or any Plan maintained by an ERISA Affiliate since the effective date of said Section 4043 for which notice is not waived under the regulations issued pursuant to said Section 4043. (e) No Benefit Plan is a multiemployer plan within the meaning of Section 3(37) of ERISA. (f) No direct, contingent or secondary liability has been incurred or is expected to be incurred by the Company under Title IV of ERISA to any party with respect to any Benefit Plan, or with respect to any other Plan presently or heretofore maintained or contributed to by any ERISA Affiliate. (g) Neither the Company nor any ERISA Affiliate has incurred any liability for any tax imposed under Section 4971 through 4980B of the Code or civil liability under Section 502(i) or (l) of ERISA. (h) No benefit under any Benefit Plan, including, without limitation, any severance or parachute payment plan or agreement, will be established or become accelerated, vested or payable by reason of any transaction contemplated under this Agreement. (i) No Benefit Plan provides health or death benefit coverage beyond the termination of an employee's employment, except as required by Part 6 of Subtitle B of Title I of ERISA or Section 4980B of the Code or any State laws requiring continuation of benefits coverage following termination of employment. (j) No suit, action or other litigation (excluding claims for benefits incurred in the ordinary course of plan activities and any other claim which could not reasonably be expected to result in a material liability or expense to the Company) has been brought or, to the knowledge of the Company, threatened against or with respect to any Benefit Plan and there are no facts or circumstances known to the Company that could reasonably be expected to give rise to any such suit, action or other litigation. (k) All contributions to Benefit Plans that were required to be made under such Benefit Plans have been made, and all benefits accrued under any unfunded Benefit Plan have been paid, accrued or otherwise adequately reserved in accordance with generally accepted accounting principles, all of which accruals under unfunded Benefit Plans are as disclosed in Schedule 4.9(k), and the Company has performed all material obligations required to be performed under all Benefit Plans. (l) The execution, delivery and performance of this Agreement and the Series E Shareholders' Rights Agreement and the consummation of the transactions contemplated hereby and thereby (including, without limitation, the offer, issue and sale by the Company, and the purchase by any Purchaser of the Shares) will not involve any "prohibited transaction" within the meaning of ERISA or the terms of any Pension Plan prior to the 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) or 4063(a) of ERISA with respect to any Pension Benefit Plan;.

ERISA. (ia) Neither The present value of all benefits vested under all Pension Plans did not, as of the most recent valuation date of such Pension Plans, exceed the value of the assets of the Pension Plans allocable to such vested benefits by an amount which would represent a potential material liability of the Borrower nor any ERISA Affiliate maintains or contributes toaffect materially the ability of the Borrower to perform the Loan Documents. (b) No Plan or trust created thereunder, or any trustee or administrator thereof, has engaged in a “prohibited transaction” (as such term is defined in Section 406 of ERISA or Section 4975 of the Code) which could subject such Plan or any obligation underother Plan, any Employee Benefit Plans other than those identified trust created thereunder, or any trustee or administrator thereof, or any party dealing with any Plan or any such trust to the tax or penalty on Schedule 5.1(h);prohibited transactions imposed by Section 502 of ERISA or Section 4975 of the Code. (iic) The Borrower and each ERISA Affiliate is No Pension Plan or trust has been terminated, except in material compliance accordance with all applicable provisions of ERISA the Code, ERISA, and the regulations of the Internal Revenue Service and published interpretations thereunder with respect the PBGC as applicable to all Employee Benefit Plans except for any required amendments for solvent plans in which the remedial amendment period benefits of participants are fully protected. No “reportable event” as defined in Section 401(b) 4043 of the Code ERISA has occurred for which notice has not yet expired. Each Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code has been determined by the Internal Revenue Service to be so qualified, and each trust related to such plan has been determined to be exempt under Section 501(a) of the Code. No liability has been incurred by the Borrower waived or any ERISA Affiliate for which remains unsatisfied for any taxes or penalties with respect to any Employee Benefit Plan or any Multiemployer Plan;alternative notice procedures are permitted. (iiid) No Pension Plan of the Borrower or trust created thereunder has been terminated, and to the knowledge of the Borrower no Pension Plan of incurred any ERISA Affiliate has been terminated, nor has any “accumulated funding deficiency deficiency” (as such term is 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 the due dates of such contributions under Section 412 of the Code or Section 302 of ERISA) whether or not waived, nor since the effective date of ERISA. (e) The required allocations and contributions to Pension Plans will not violate Section 415 of the Code. (f) The Borrower has there been any event requiring any disclosure under Section 4041(c)(3)(C) or 4063(a) of ERISA with respect no withdrawal liability to any Pension Plan;trust created pursuant to a multi-employer pension or benefit plan nor would it be subject to any such withdrawal liability in excess of Fifty Thousand Dollars ($50,000) if it withdrew from any such plan or if its participation therein were otherwise terminated.

ERISA. (ia) Neither Schedule 3.14 lists all Plans maintained or contributed to by the Borrower nor Borrower, any Domestic Subsidiary thereof or any ERISA Affiliate maintains Affiliate, and separately identifies the Title IV Plans, Multi-employer Plans, multiple employer plans subject to Section 4064 of ERISA, nonqualified or contributes tounfunded Pension Plans, Welfare Plans and Retiree Welfare Plans. Each Qualified Plan and all amendments thereto for which the remedial amendment period (within the meaning of section 401(b) of the IRC and applicable regulations) has expired are covered by a favorable determination letter or (in the case of a prototype plan) a favorable opinion letter issued by the IRS. Except as disclosed in Schedule 3.14, to the knowledge of the Borrower, the Qualified Plans continue to qualify under Section 401 of the IRC, the trusts created thereunder continue to be exempt from tax under the provisions of IRC Section 501(a), and nothing has any obligation underoccurred which would cause the loss of such qualification or tax-exempt status. Except as disclosed in Schedule 3.14, any Employee Benefit Plans other than those identified on Schedule 5.1(h); (ii) The Borrower and to the knowledge of the Borrower, each ERISA Affiliate Plan is in compliance in all material compliance respects with all the applicable provisions of ERISA and the regulations IRC, including the filing of all reports required under the IRC or ERISA which are true and published interpretations thereunder with respect to all Employee Benefit Plans except for any required amendments for which the remedial amendment period correct as defined in Section 401(b) of the Code has not yet expired. Each Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code has been determined by the Internal Revenue Service to be so qualifieddate filed, and all required contributions and benefits have been paid in accordance with the provisions of each trust related to such plan has been determined to be exempt under Section 501(a) of Plan. Neither the Code. No liability has been incurred by the Borrower or Borrower, any Domestic Subsidiary thereof nor any ERISA Affiliate which remains unsatisfied for any taxes or penalties Affiliate, with respect to any Employee Benefit Plan or any Multiemployer Plan; (iii) No Pension Plan of the 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 Qualified Plan, nor has the Borrower or any ERISA Affiliate failed to make any contributions contribution or to pay any amounts amount due and owing as required by IRC Section 412 of the Code, Section 302 of ERISA or the terms of any Pension Plan prior to the due dates of such contributions under Section 412 of the Code or Section 302 of ERISA. Except as set forth on Schedule 3.14, with respect to all Retiree Welfare Plans, the present value of future anticipated expenses pursuant to the latest actuarial projections of liabilities does not exceed $300,000; with respect to Pension Plans, other than Qualified Plans and the unfunded Pension Plans listed in Schedule 3.14, the present value of the liabilities for current participants thereunder using interest assumptions described in IRC Section 411(a)(ii) does not exceed $300,000. Neither the Borrower nor any Domestic Subsidiary thereof or ERISA Affiliate has there been engaged in a prohibited transaction, as defined in IRC Section 4975 or Section 406 of ERISA, in connection with any Plan which would subject the Borrower or any Domestic Subsidiary thereof (after giving effect to any exemption) to a material tax on prohibited transactions imposed by IRC Section 4975 or any other material liability. (b) Except as set forth in Schedule 3.14: (i) no Title IV Plan has any Unfunded Pension Liability; (ii) no ERISA Event or event requiring any disclosure under described in Section 4041(c)(3)(C) or 4063(a4062(e) of ERISA with respect to any Title IV Plan has occurred or is reasonably expected to occur which in either case would be material; (iii) there are no pending, or to the knowledge of the Borrower, material threatened, claims, actions or lawsuits (other than claims for benefits in the normal course), asserted or instituted against (x) any Plan or its assets, (y) any fiduciary with respect to any Plan or (z) the Borrower, any Domestic Subsidiary thereof or any ERISA Affiliate with respect to any Plan; (iv) neither the Borrower or any Domestic Subsidiary thereof nor any ERISA Affiliate has incurred or reasonably expects to incur any Withdrawal Liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Section 4201 of ERISA as a result of a complete or partial withdrawal from a Multi-employer Plan; (v) within the last five (5) years neither the Borrower or any Domestic Subsidiary thereof nor any ERISA Affiliate has engaged in a transaction which resulted in a Title IV Plan with Unfunded Pension Plan;Liabilities being transferred outside of the “controlled group” (within the meaning of Section 4001(a)(14) of ERISA) of any such entity; (vi) no Plan which is a Retiree Welfare Plan provides for continuing benefits or coverage for any participant or any beneficiary of a participant after the last day of the month during which such participant’s termination of employment (except as may be required by IRC Section 4980B and at the sole expense of the participant or the beneficiary of the participant); (vii) the Borrower, each Domestic Subsidiary thereof and each ERISA Affiliate have materially complied with the notice and continuation coverage requirements of IRC Section 4980B and the proposed or final regulations thereunder; and (viii) no liability under any Plan has been funded, nor has such obligation been satisfied with, the purchase of a contract from an insurance company that is not rated AAA by Standard & Poor’s Ratings Service and the equivalent by each other nationally recognized rating agency.

ERISA. (ia) Neither the Borrower nor any ERISA Affiliate maintains Schedule 4.13 is a complete and accurate list of all Plans maintained or contributes to, or has any obligation under, any Employee Benefit Plans other than those identified on Schedule 5.1(h); (ii) The Borrower and each ERISA Affiliate is in material 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. Each Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code has been determined by the Internal Revenue Service to be so qualified, and each trust related to such plan has been determined to be exempt under Section 501(a) of the Code. No liability has been incurred sponsored by the Borrower or any ERISA Affiliate or to 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 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 contributes as required by Section 412 of the Code, Section 302 of Closing Date; (b) the Borrower and its ERISA or the terms of any Pension Plan prior to the 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) or 4063(a) Affiliates are in compliance in all material respects with all applicable provisions and requirements of ERISA with respect to each Plan, and have performed all their material obligations under each Plan; (c) no ERISA Event has occurred or is reasonably expected to occur; (d) the Borrower and each of its ERISA Affiliates have met all applicable requirements under the ERISA Funding Rules with respect to each Pension Plan, and no waiver of the minimum funding standards under the ERISA Funding Rules has been applied for or obtained; (e) as of the most recent valuation date for any Pension Plan, the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) is at least 60%, and neither the Borrower nor any of its ERISA Affiliates knows of any facts or circumstances that could reasonably be expected to cause the funding target attainment percentage to fall below 60% as of the most recent valuation date; (f) except to the extent required under Section 4980B of the Code or similar state law, or as described on Schedule 4.13, no Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of the Borrower or any of its ERISA Affiliates; (g) as of the most recent valuation date for any Pension Plan, the amount of outstanding benefit liabilities (as defined in Section 4001(a)(18) of ERISA), individually or in the aggregate for all Pension Plans (excluding for purposes of such computation any Pension Plans with respect to which assets exceed benefit liabilities), does not exceed $100,000; (h) the execution and delivery of this Agreement and the consummation of the transactions contemplated hereunder will not involve any transaction that is subject to the prohibitions of Section 406 of ERISA or in connection with which taxes could be imposed pursuant to Section 4975(c)(1)(A)-(D) of the Code; (i) all liabilities under each Plan are (i) funded to at least the minimum level required by law or, if higher, to the level required by the terms governing the Plans, (ii) insured with a reputable insurance company, (iii) provided for or recognized in the financial statements most recently delivered to the Administrative Agent and the Lenders pursuant hereto or (iv) estimated in the formal notes to the financial statements most recently delivered to the Administrative Agent and the Lenders pursuant hereto; (j) there are no circumstances which may give rise to a liability in relation to any Plan which is not funded, insured, provided for, recognized or estimated in the manner described in clause (g); and (i) the Borrower is not and will not be a “plan” within the meaning of Section 4975(e) of the Code; (ii) the assets of the Borrower do not and will not constitute “plan assets” within the meaning of the United States Department of Labor Regulations set forth in 29 C.F.R. §2510.3-101; (iii) the Borrower is not and will not be a “governmental plan” within the meaning of Section 3(32) of ERISA; and (iv) transactions by or with the Borrower are not and will not be subject to state statutes applicable to the Borrower regulating investments of fiduciaries with respect to governmental plans.

ERISA. Except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: (i) Neither the Borrower nor any ERISA Affiliate maintains or contributes to, or each Plan is drafted and has any obligation under, any Employee Benefit Plans other than those identified on Schedule 5.1(h); (ii) The Borrower been operated and each ERISA Affiliate is administered in material compliance with all the applicable provisions of ERISA and the provisions of the Code relating to Plans and the regulations and published interpretations thereunder thereunder; (ii) no ERISA Event or Foreign Plan Event has occurred or is reasonably expected to occur; (iii) all amounts required by applicable law 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. Each Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code has been determined to, or by the Internal Revenue Service terms of, any retiree welfare benefit arrangement maintained by any Group Member or any ERISA Affiliate or to be so qualified, and which any Group Member or any ERISA Affiliate has an obligation to contribute have been accrued in accordance with ASC Topic 715-60. The present value of all accrued benefits under each trust related Pension Plan (determined based on the assumptions used by such Pension Plans pursuant to such plan has been determined to be exempt under Section 501(a430(h) of the Code. No liability has been incurred ) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed by more than a material amount the Borrower or value of the assets of such Pension Plan (as determined pursuant to Section 430(g) of the Code) allocable to such accrued benefits, and the present value of all accumulated benefit obligations of all underfunded Pension Plans (based on the assumptions used for purposes of ASC Topic 715-30) did not, as of the date of the most recent financial statements reflecting such amounts, exceed by more than a material amount the fair market value of the assets of all such underfunded Pension Plans; (iv) no Group Member nor any ERISA Affiliate which remains unsatisfied for any taxes has had a complete or penalties with respect to any Employee Benefit Plan or partial withdrawal from any Multiemployer Plan; (iii) No Pension Plan of the Borrower has been terminated, and and, to the knowledge of the Borrower no Pension Plan Loan Parties, none of the Loan Parties nor any ERISA Affiliate has been terminated, nor has would become subject to any accumulated funding deficiency (liability under ERISA if the Loan Parties or any such ERISA Affiliate were to withdraw completely from all Multiemployer Plans as defined in Section 412 of the Codevaluation date most closely preceding the date on which this representation is made or deemed made; and (f) 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 no such Multiemployer Plan prior to the 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) or 4063(a) of ERISA with respect to any Pension Plan;is Insolvent.

ERISA. Except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (i) Neither No Lien has been imposed on the Borrower assets of any Plan under Section 303(k) or 4068 of ERISA or Section 430(k) of the Internal Revenue Code. (ii) No Loan Party maintains or contributes to any Pension Plan or Multiemployer Plan, other than those specified in Schedule 6.01(v). (iii) Each Loan Party has satisfied the minimum funding standards of Sections 302 and 303 of ERISA and Section 412 and 430 of the Internal Revenue Code with respect to each Pension Plan, and no application for a funding waiver or an extension of any amortization period pursuant to Sections 303 and 304 of ERISA or Section 412 of the Internal Revenue Code has been filed with respect to any Pension Plan. (iv) No Termination Event has occurred or is reasonably expected to occur. (v) There has been no non-exempt prohibited transaction as defined in Section 406 of ERISA or Section 4975 of the Internal Revenue Code (a “Prohibited Transaction”) with respect to any Plan or any Multiemployer Plan. (vi) With respect to each Plan and Multiemployer Plan, neither any Loan Party nor any ERISA Affiliate maintains or contributes to, or has incurred any obligation under, any Employee Benefit Plans other than those identified on Schedule 5.1(h);liability to the PBGC (iivii) The Borrower and each ERISA Affiliate is in material 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 Each Plan which the remedial amendment period as defined in Section 401(b) of the Code has not yet expired. Each Employee Benefit Plan that is intended to be qualified qualify under Section 401(a) of the Internal Revenue Code has been determined by received a favorable determination letter from the IRS and no event has occurred which would cause the loss of such qualification. (viii) Each Plan is in compliance with the applicable provisions of ERISA, the Internal Revenue Service to be so qualifiedCode and any applicable Requirement of Law. (ix) The aggregate actuarial present value of all benefit liabilities (whether or not vested) under each Pension Plan, and each trust related to such determined on a plan has been determined to be exempt under Section 501(a) termination basis, as of the Code. No liability has been incurred by date of, the Borrower or any ERISA Affiliate which remains unsatisfied most recent actuarial report for any taxes or penalties with respect to any Employee Benefit such Pension Plan, does not exceed the aggregate fair market value of the assets of such Pension Plan or any Multiemployer Plan;as of such date. (iiix) No Pension Plan of the Borrower has been terminatedNeither any Loan Party nor, and to the knowledge of the Borrower no Pension Plan of Borrowers, any ERISA Affiliate has been terminatedreceived any notice that a Multiemployer Plan is, nor has any accumulated funding deficiency (as defined or is expected to be, in Section 412 of the Code) been incurred (without regard to any waiver granted endangered or critical status under Section 412 305 of the Code), nor has any funding waiver from ERISA or under Section 432 of 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 the 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) or 4063(a) of ERISA with respect to any Pension Plan;.

ERISA. (ia) Neither the Borrower nor any ERISA Affiliate maintains or contributes to, or has any obligation under, any Employee All Benefit Plans other than those identified on are listed in Schedule 5.1(h4.9(a);, and copies of all documentation relating to such Benefit Plans have been delivered to or made available for review by the Purchasers (including copies of written Benefit Plans, written descriptions of oral Benefit Plans, summary plan descriptions, trust agreements, the three most recent annual returns, employee communications, and IRS determination letters). (iib) The Borrower Each Benefit Plan has at all times been maintained and each ERISA Affiliate is administered in all material compliance respects in accordance with its terms and with the requirements of all applicable provisions of law, including ERISA and the regulations Code, 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. Each Employee each Benefit Plan that is intended to be qualified qualify under Section 401(a) of the Code has at all times since its adoption been determined by the Internal Revenue Service to be so qualified, and each trust related to which forms a part of any such plan has at all times since its adoption been determined to be tax-exempt under Section 501(a) of the Code. . (c) No liability has been incurred by the Borrower or any ERISA Affiliate which remains unsatisfied for any taxes or penalties with respect to any Employee Benefit Plan or has incurred any Multiemployer Plan; (iii) No Pension Plan of the 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 deficiency" within the meaning of Section 412 302 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 ERISA 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, and the "amount of unfunded benefit liabilities" within the meaning of Section 302 4001(a)(18) of ERISA does not exceed zero with respect to any Benefit Plan subject to Title IV of ERISA. (d) No "reportable event" (within the meaning of Section 4043 of ERISA) has occurred with respect to any Benefit Plan or any Plan maintained by an ERISA Affiliate since the effective date of said Section 4043 for which notice is not waived under the regulations issued pursuant to said Section 4043. (e) No Benefit Plan is a multiemployer plan within the meaning of Section 3(37) of ERISA. (f) No direct, contingent or secondary liability has been incurred or is expected to be incurred by the Company under Title IV of ERISA to any party with respect to any Benefit Plan, or with respect to any other Plan presently or heretofore maintained or contributed to by any ERISA Affiliate. (g) Neither the Company nor any ERISA Affiliate has incurred any liability for any tax imposed under Section 4971 through 4980B of the Code or civil liability under Section 502(i) or (l) of ERISA. (h) No benefit under any Benefit Plan, including, without limitation, any severance or parachute payment plan or agreement, will be established or become accelerated, vested or payable by reason of any transaction contemplated under this Agreement. (i) No Benefit Plan provides health or death benefit coverage beyond the termination of an employee's employment, except as required by Part 6 of Subtitle B of Title I of ERISA or Section 4980B of the Code or any State laws requiring continuation of benefits coverage following termination of employment. (j) No suit, action or other litigation (excluding claims for benefits incurred in the ordinary course of plan activities and any other claim which could not reasonably be expected to result in a material liability or expense to the Company) has been brought or, to the knowledge of the Company, threatened against or with respect to any Benefit Plan and there are no facts or circumstances known to the Company that could reasonably be expected to give rise to any such suit, action or other litigation. (k) All contributions to Benefit Plans that were required to be made under such Benefit Plans have been made, and all benefits accrued under any unfunded Benefit Plan have been paid, accrued or otherwise adequately reserved in accordance with generally accepted accounting principles, all of which accruals under unfunded Benefit Plans are as disclosed in Schedule 4.9(k), and the Company has performed all material obligations required to be performed under all Benefit Plans. (l) The execution, delivery and performance of this Agreement and the other Restructure Documents, and the consummation of the transactions contemplated hereby and thereby (including, without limitation, the offer, issue and sale by the Company, and the purchase by any Purchaser of the Note) will not involve any "prohibited transaction" within the meaning of ERISA or the terms of any Pension Plan prior to the 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) or 4063(a) of ERISA with respect to any Pension Benefit Plan;.

ERISA. (i) Neither As of the Closing Date, 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 5.1(h6.1(i); (ii) The Borrower and each ERISA Affiliate is in material 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 expiredexpired and except where a failure to so comply could not reasonably be expected to have a Material Adverse Effect. Each Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code has been determined by the Internal Revenue Service to be so qualified, and each trust related to such plan has been determined to be exempt under Section 501(a) of the CodeCode except for such plans that have not yet received determination letters but for which the remedial amendment period for submitting a determination letter has not yet expired. No liability has been incurred by the Borrower or any ERISA Affiliate which remains unsatisfied for any taxes or penalties with respect to any Employee Benefit Plan or any Multiemployer PlanPlan except for a liability that could not reasonably be expected to have a Material Adverse Effect; (iii) No Pension Plan As of the Borrower has been terminatedClosing Date, 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 the 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) or 4063(a) of ERISA with respect to any Pension Plan; (iv) Except where the failure of any of the following representations to be correct in all material respects could not reasonably be expected to have a Material Adverse Effect, neither the Borrower nor any 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 is reasonably expected to occur; and (vi) Except where the failure of any of the following representations to be correct in all material respects could not reasonably be expected to have a Material Adverse Effect, no proceeding, claim (other than a benefits claim in the ordinary course of business), lawsuit and/or investigation is existing or, to the best knowledge of the Borrower after due inquiry, threatened concerning or involving any (A) employee welfare benefit plan (as defined in Section 3(1) of ERISA) currently maintained or contributed to by the Borrower or any ERISA Affiliate, (B) Pension Plan or (C) Multiemployer Plan.

ERISA. (a) Each Plan is in compliance with the applicable provisions of ERISA, the Code and other federal or state laws, except such noncompliance that could not reasonably be expected to have a Material Adverse Effect. (b) There are no pending or, to the best knowledge of the Borrower, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan that could reasonably be expected to have a Material Adverse Effect. (c) Except as would not give rise to a Material Adverse Effect, (i) Neither no ERISA Event has occurred, and 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 5.1(h); (ii) The Borrower and each ERISA Affiliate is in material 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. Each Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code has been determined by the Internal Revenue Service to be so qualified, and each trust related to such plan has been determined to be exempt under Section 501(a) of the Code. No liability has been incurred by the Borrower or any 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 Borrower has been terminated, and to the knowledge of the Borrower no Pension Plan aware of any fact, event or circumstance that could reasonably be expected to constitute or result in an 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 Event with respect to any Pension Plan, nor has ; (ii) the Borrower and each ERISA Affiliate has met all applicable requirements under the Pension Funding Rules in respect of each Pension Plan, and no waiver of the minimum funding standards under the Pension Funding Rules has been applied for or obtained; (iii) as of the most recent valuation date for any Pension Plan, the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) is 60% or higher and neither the Borrower nor any ERISA Affiliate failed knows of any facts or circumstances that could reasonably be expected to make cause the funding target attainment percentage for any contributions or such plan to pay any amounts due and owing drop below 60% as required by Section 412 of the Codemost recent valuation date; (iv) neither the Borrower nor any ERISA Affiliate has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due that are unpaid; (v) neither the Borrower nor any ERISA Affiliate has engaged in a transaction that could be subject to Section 302 4069 or Section 4212(c) of ERISA; and (vi) no Pension Plan has been terminated by the plan administrator thereof nor by the PBGC, and no event or circumstance has occurred or exists that could reasonably be expected to cause the PBGC to institute proceedings under Title IV of ERISA or the terms of any Pension Plan prior to the 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) or 4063(a) of ERISA with respect to terminate any Pension Plan;. (d) The Borrower represents and warrants as of the Closing Date that the Borrower is not and will not be using “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA) of one or more Benefit Plans to repay the Loans.

ERISA. (ia) 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 5.1(h); (ii) The Borrower Each Loan Party and each of its respective ERISA Affiliate is Affiliates are in compliance in all material compliance respects with all applicable provisions and requirements 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. Each Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code has been determined by the Internal Revenue Service to be so qualifiedeach Pension Plan, and have performed all their obligations under each trust related to such plan has been determined to be exempt under Section 501(a) of the Code. No liability has been incurred by the Borrower or any ERISA Affiliate which remains unsatisfied for any taxes or penalties with respect to any Employee Benefit Plan or any Multiemployer Pension Plan; (iiib) No no ERISA Event has occurred or is reasonably expected to occur; (c) each Loan Party and each of its respective ERISA Affiliates has met all applicable requirements under the ERISA Funding Rules with respect to each Pension Plan Plan, and no waiver of the Borrower minimum funding standards under the ERISA Funding Rules has been terminated, and applied for or obtained; (d) 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 extent applicable with respect to any Pension Plan, nor has as of the Borrower or any ERISA Affiliate failed to make any contributions or to pay any amounts due and owing most recent valuation date for such Pension Plan, the funding target attainment percentage (as required by defined in Section 412 430(d)(2) of the Code) is at least 60%, and no Loan Party nor any of its respective ERISA Affiliates knows of any facts or circumstances that could reasonably be expected to cause the funding target attainment percentage to fall below 60% as of the most recent valuation date; (e) as of the most recent valuation date for any Pension Plan, the amount of outstanding benefit liabilities (as defined in Section 302 4001(a)(18) of ERISA), individually or in the aggregate for all Pension Plans (excluding for purposes of such computation any Pension Plans with respect to which assets exceed benefit liabilities), does not exceed $100,000; (f) the execution and delivery of this Agreement and the consummation of the transactions contemplated hereunder will not involve any transaction that is subject to the prohibitions of Section 406 of ERISA or in connection with which taxes could be imposed pursuant to Section 4975(c)(1)(A)-(D) of the terms of any Pension Plan prior Code; (g) to the 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) or 4063(a) of ERISA extent applicable with respect to any Pension Plan, all liabilities under such Pension Plan are (i) funded to at least the minimum level required by law, (ii) provided for or recognized in the financial statements most recently delivered to the Administrative Agent and the Lenders pursuant hereto or (iii) estimated in the formal notes to the financial statements most recently delivered to the Administrative Agent and the Lenders pursuant hereto; and; (h) (i) no Loan Party is nor will any such Loan Party be a “plan” within the meaning of Section 4975(e) of the Code; (ii) the respective assets of the Loan Parties do not and will not constitute “plan assets” within the meaning of the United States Department of Labor Regulations set forth in 29 C.F.R. §2510.3-101; (iii) no Loan Party is nor will any such Loan Party be a “governmental plan” within the meaning of Section 3(32) of ERISA; and (iv) transactions by or with any Loan Party are not and will not be subject to state statutes applicable to such Loan Party regulating investments of fiduciaries with respect to governmental plans.

ERISA. No “employee welfare benefit” or “employee pension benefit” plans (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 5.1(h); (ii) The Borrower and each ERISA Affiliate is in material 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(b3(1) and 3(2), respectively, of ERISA) established or maintained by any Company or its ERISA Affiliates (collectively, the “Plans”), or to which any Company or an ERISA Affiliate contributes, had an accumulated funding deficiency (as such term is defined in Section 302 of ERISA) as of the last day of the most recent fiscal year of such Plan ended prior to the date hereof, and no liability to the Pension Benefit Guaranty Corporation has been, or is expected by such person to be, incurred with respect to any such Plan. As to each Plan which is a defined benefit plan within the meaning of Section 3(35) of ERISA, the Code has value of the assets thereof as of the last day of the most recent Plan fiscal year, as determined by such Plan’s independent actuaries, exceeds the present value, as determined by such actuaries, as of such date of the benefits under such Plan. None of the Plans is a multi-employer plan within the meaning of Section 3(37) of ERISA, and each Company and its ERISA Affiliates have not yet expiredterminated or withdrawn from or are aware of any withdrawal liability (as defined in Section 4201 of ERISA) assessed against any Company or its ERISA Affiliates with respect to, any defined benefit plan or multi-employer plan in which employees of any such person have participated. The Plans have been administered in compliance with their terms and with all filing, reporting, disclosure and other requirements of ERISA, in each case, in all material respects. Each Employee Benefit Plan that (together with its related funding instrument) which is intended to be qualified an employee pension benefit plan is, or upon establishment by any Company, will satisfy the qualification requirements under Section 401(a) 401 of the Internal Revenue Code has 1986 (the “Code”) and the regulations issued thereunder in all material respects, and each such Plan (and its related funding instrument) have been determined or, upon establishment by any Company, will have been the subject of a favorable determination letter issued by the Internal Revenue Service holding that such Plan and funding instrument are so qualified or a favorable opinion letter issued by the Internal Revenue Service if the Plan is operated pursuant to be so qualifieda prototype document. No Company or any of its ERISA Affiliates or any of their respective employees or directors, or any Plan fiduciary of any of the Plans, has engaged in any transaction, including the execution and each trust related to such plan has been determined to be exempt under delivery of this Agreement and the Loan Documents, in violation of Section 501(a406(a) or (b) of the Code. No liability has been incurred by the Borrower ERISA or any 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 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 “prohibited transaction” (as defined in Section 412 4975(c)(1) of the Code) been incurred (without regard to any waiver granted for which no exemption exists 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 302 408(b) of ERISA or the terms of any Pension Plan prior to the due dates of such contributions under Section 412 4975(d) of the Code or for which no administrative exemption has been granted under Section 302 408(a) of ERISA, nor has there been any event requiring any disclosure under and no “reportable event” (as defined in Section 4041(c)(3)(C) or 4063(a) 4043 of ERISA and the government regulations issued thereunder) has occurred in connection with respect any Plan. No matter is pending relating to any Pension Plan;Plan before any court or governmental agency.

ERISA. (ia) Neither None of the Borrower employee benefit plans maintained at any time by the Company or the trusts (if any) forming part of such plans has engaged in a prohibited transaction which could subject any such employee benefit plan or trust to a material tax or penalty on prohibited transactions imposed under Internal Revenue Code Section 4975 or ERISA. (b) None of the employee benefit plans maintained at any time by the Company which are employee pension benefit plans and which are subject to Title IV of ERISA or the trusts that are part of such plans has been terminated so as to result in a material liability of the Company under ERISA or the Code, nor has any such employee benefit plan of the Company incurred any material liability to the Pension Benefit Guaranty Corporation, other than for required insurance premiums which have been paid or are not yet due and payable; neither the Company nor any ERISA Affiliate affiliate thereof has withdrawn, in either a complete or partial withdrawal, from any multi-employer Plan resulting in any unpaid withdrawal liability; the Company has made or provided for all contributions to all such employee pension benefit plans which it maintains and which are required by law or contributes such plans as of the end of the most recent fiscal year under each such plan; the Company has not incurred any accumulated funding deficiency with respect to any such plan, subject to Section 412 of the Code, whether or not waived; nor has there been any reportable event, or other event or condition, which presents a material risk of termination of, or liability with respect to, or has any obligation under, any Employee such employee benefit plan by the Pension Benefit Plans other than those identified on Schedule 5.1(h);Guaranty Corporation. (iic) The Borrower benefit liabilities under the employee pension benefit plans which are subject to Title IV of ERISA, maintained by the Company, do not exceed the current value of the assets of such employee benefit plans allocable to such benefits, determined under the actuarial methods and assumptions that would apply if such plans were terminated in accordance with ERISA and the Code. (d) To the best of the Company's knowledge, each ERISA Affiliate employee benefit plan maintained by the Company has been administered in accordance with its terms in all material respects and is in compliance in all material compliance respects with all applicable provisions requirements of ERISA (if applicable) and the other applicable laws, 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 expiredrules. Each Employee Benefit Plan employee benefit plan maintained by the Company that is intended to be qualified "qualified" under Section 401(a) of the Code has been determined by received a favorable determination letter of the Internal Revenue Service to be so qualifiedService, which letter remains in effect, and each trust related to such plan nothing has been determined to be exempt under Section 501(a) of occurred since the Code. No liability has been incurred by the Borrower or any 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 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 the due dates date of such contributions under Section 412 determination that could adversely affect the qualification of the Code or Section 302 of ERISA, nor has there been any event requiring any disclosure under Section 4041(c)(3)(C) or 4063(a) of ERISA with respect to any Pension Plan;such plan.

ERISA. (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 5.1(h); (ii) The Borrower and each ERISA Affiliate Each Plan is in compliance in all material compliance respects with all the applicable provisions of ERISA ERISA, the Internal Revenue Code 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 expiredother federal or state laws. Each Employee Benefit Plan that is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code has received a favorable determination letter or may rely on a favorable opinion letter from the IRS to the effect that the form of such Plan is qualified under Section 401(a) of the Internal Revenue Code and the trust related thereto has been determined by the Internal Revenue Service to be so qualified, and each trust related to such plan has been determined IRS to be exempt from federal income tax under Section 501(a) of the Internal Revenue Code. No liability has been incurred , or an application for such a letter is currently being processed by the Borrower or any 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 IRS. To the knowledge of the Borrower officers of the Borrower, nothing has been terminatedoccurred that would reasonably be expected to prevent or cause the loss of such tax-qualified status. There are no pending or, 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 responsible officers of the Code) been incurred (without regard to Borrower, threatened claims, actions or lawsuits, or action by any waiver granted under Section 412 of the Code)governmental authority or regulatory body, nor has any funding waiver from the Internal Revenue Service been received or requested with respect to any Pension PlanPlan that could reasonably be expected to have a Material Adverse Effect. There has been no prohibited transaction in violation of Section 406 or 407 of ERISA or Section 4975 of the Internal Revenue Code or violation of the fiduciary responsibility rules set forth in Section 404 and 405 of ERISA with respect to any Plan that has resulted or could reasonably be expected to result in a Material Adverse Effect. (i) No ERISA Event has occurred, nor has and neither the Borrower or nor 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 is aware of any Pension Plan prior fact, event or circumstance that could reasonably be expected to the due dates of such contributions under Section 412 of the Code constitute or Section 302 of ERISA, nor has there been any event requiring any disclosure under Section 4041(c)(3)(C) or 4063(a) of result in an ERISA Event with respect to any Pension Plan; (ii) the Borrower and each ERISA Affiliate has met all applicable requirements under the Pension Funding Rules in respect of each Pension Plan, in all material respects, and no waiver of the minimum funding standards under the Pension Funding Rules has been applied for or obtained; (iii) as of the most recent valuation date for any Pension Plan, the funding target attainment percentage (as defined in Section 430(d)(2) of the Internal Revenue Code) is 60% or higher and neither the Borrower nor any ERISA Affiliate knows of any facts or circumstances that could reasonably be expected to cause the funding target attainment percentage for any such plan to drop below 60% as of the most recent valuation date; (iv) neither the Borrower nor any ERISA Affiliate has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due that are unpaid; (v) neither the Borrower nor any ERISA Affiliate has engaged in a transaction that could reasonably be likely to be subject to Section 4069 or Section 4212(c) of ERISA; and (vi) no Pension Plan has been terminated by the plan administrator thereof or by the PBGC, and no event or circumstance has occurred or exists that could reasonably be expected to cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Pension Plan. As of the Closing Date the Borrower is not (1) an employee benefit plan subject to Title I of the ERISA, (2) a plan or account subject to Section 4975 of the Internal Revenue Code; (3) an entity deemed to hold “plan assets” of any such plans or accounts for purposes of ERISA or the Internal Revenue Code; or (4) a “governmental plan” within the meaning of ERISA.

ERISA. (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 5.1(h6.1(h); (ii) The the Borrower and each ERISA Affiliate is in material 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. Each Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code has been determined by the Internal Revenue Service to be so qualified, and each trust related to such plan has been determined to be exempt under Section 501(a) of the Code. No liability has been incurred by the Borrower or any 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 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 the 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) or 4063(a) of ERISA with respect to any Pension Plan; (iv) Neither the Borrower nor any 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 is reasonably expected to occur; and (vi) No proceeding, claim, lawsuit and/or investigation is existing or, to the best knowledge of the Borrower after due inquiry, threatened concerning or involving any (A) employee welfare benefit plan (as defined in Section 3(1) of ERISA) currently maintained or contributed to by the Borrower or any ERISA Affiliate, (B) Pension Plan, or (C) Multiemployer Plan.

ERISA. (i) Neither the Borrower Company nor any ERISA Affiliate maintains or contributes to, or has any obligation under, any Employee Benefit Plans other than those identified on Schedule 5.1(h)3.11; (ii) The Borrower the Company and each ERISA Affiliate is in material 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. Each Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code has been determined by the Internal Revenue Service to be so qualified, and each trust related to such plan has been determined to be exempt under Section 501(a) of the Code. No material liability has been incurred by the Borrower Company or any 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 Borrower Company has been terminated, and to the knowledge of the Borrower Company 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 Company 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 the 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) or 4063(a) of ERISA with respect to any Pension Plan, in each case which could reasonably be expected to result in a Material Adverse Effect; (iv) Neither the Company nor any 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 Company, 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 Company after due inquiry, threatened concerning or involving any (A) employee welfare benefit plan (as defined in Section 3(1) of ERISA) currently maintained or contributed to by the Company or any ERISA Affiliate or (B) Pension Plan.

ERISA. Except as disclosed on Schedule 6.1(i) of the Disclosure ----- --------------- Letter: (i) Neither As of the Closing Date, 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 5.1(h)Plans; (ii) The the Borrower and each ERISA Affiliate is in material 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. Each Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code has been determined by the Internal Revenue Service to be so qualified, and each trust related to such plan has been determined to be exempt under Section 501(a) of the Code. No material liability has been incurred by the Borrower or any 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 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 the 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) or 4063(a) of ERISA with respect to any Pension Plan; (iv) Neither the Borrower nor any 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 is reasonably expected to occur; and (vi) No proceeding, claim, lawsuit and/or investigation is existing or, to the best knowledge of the Borrower after due inquiry, threatened concerning or involving any (A) employee welfare benefit plan (as defined in Section 3 (1) of ERISA) currently maintained or contributed to by the Borrower or any ERISA Affiliate, (B) Pension Plan or (C) Multiemployer Plan.

ERISA. Except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (i) Neither No Lien has arisen under Section 303(k) or 4068 of ERISA or Section 430(k) of the Borrower Internal Revenue Code (ii) No Loan Party maintains or contributes to any Plan, other than those specified in Schedule 6.1(v). (iii) Each Loan Party has fulfilled all of its applicable contribution obligations for each Plan (including obligations related to the minimum funding standards of ERISA and the Internal Revenue Code on a timely basis), and no application for a funding waiver or an extension of any amortization period pursuant to Sections 303 and 304 of ERISA or Section 412 of the Internal Revenue Code has been made with respect to any Plan. (iv) No Termination Event has occurred or is likely to occur. (v) There has been no non-exempt prohibited transaction as defined in Section 406 of ERISA or Section 4975 of the Internal Revenue Code (a “Prohibited Transaction”) with respect to any Plan or any Multiemployer Plan. (vi) With respect to each Plan and Multiemployer Plan, neither any Loan Party nor any ERISA Affiliate maintains or contributes to, or has incurred any obligation under, any Employee Benefit Plans other than those identified on Schedule 5.1(h);liability to the PBGC (iivii) The Borrower and each ERISA Affiliate is in material 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 Each Plan which the remedial amendment period as defined in Section 401(b) of the Code has not yet expired. Each Employee Benefit Plan that is intended to be qualified qualify under Section 401(a) of the Internal Revenue Code has been determined by received a favorable determination letter from the IRS and no event has occurred which would cause the loss of such qualification. (viii) Each Plan is in compliance with the applicable provisions of ERISA, the Internal Revenue Service to be so qualifiedCode and any applicable Requirement of Law. (ix) The aggregate actuarial present value of all benefit liabilities (whether or not vested) under each Pension Plan, and each trust related to such determined on a plan has been determined to be exempt under Section 501(a) termination basis, as of the Code. No liability has been incurred by date of, the Borrower or any ERISA Affiliate which remains unsatisfied most recent actuarial report for any taxes or penalties with respect to any Employee Benefit such Pension Plan, does not exceed the aggregate fair market value of the assets of such Pension Plan or any Multiemployer Plan;as of such date. (iiix) No Pension Plan of the Borrower has been terminated, and to the knowledge of the Borrower no Pension Plan of Neither any Loan Party nor any ERISA Affiliate has been terminated, nor has incurred or reasonably expects to incur any accumulated funding deficiency (as defined in Section 412 of the Code) been incurred (without regard to any waiver granted liability under Section 412 of the Code), nor has any funding waiver from the Internal Revenue Service been received 4201 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 the 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) or 4063(a) 4243 of ERISA with respect to any Pension Multiemployer Plan;.

ERISA. Neither the Company nor any of the Subsidiaries has maintained or contributed to a defined benefit plan as defined in Section 3(35) of Employee Retirement Income Security Act of 1974, as amended (“ERISA”). No plan maintained or contributed to by the Company that is subject to ERISA (an “ERISA Plan”) (or any trust created thereunder) has engaged in a “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 of the Code that could subject the Company or any of the Subsidiaries to any tax penalty on prohibited transactions and that has not adequately been corrected except as would not have a Material Adverse Effect. Each ERISA Plan is in compliance in all material respects with all reporting, disclosure and other requirements of the Code and ERISA as they relate to such ERISA Plan, except for any noncompliance which would not result in the imposition of a material tax or monetary penalty. With respect to each ERISA Plan that is intended to be “qualified” within the meaning of Section 401(a) of the Code, either (i) Neither a determination letter has been issued by the Borrower nor any Internal Revenue Service stating that such ERISA Affiliate maintains or contributes toPlan and the attendant trust are qualified thereunder, or has any obligation under, any Employee Benefit Plans other than those identified on Schedule 5.1(h); (ii) The Borrower and each ERISA Affiliate is in material 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 under Section 401(b) of the Code has not yet expired. Each Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code has been determined by the Internal Revenue Service to be so qualified, and each trust related to such plan has been determined to be exempt under Section 501(a) of the Code. No liability has been incurred by the Borrower or any ERISA Affiliate which remains unsatisfied for any taxes or penalties with respect to the establishment of such ERISA Plan has not ended and a determination letter application will be filed with respect to such ERISA Plan prior to the end of such remedial amendment period. Neither the Company nor any Employee Benefit Plan or any Multiemployer Plan; (iii) No Pension Plan of the Borrower Subsidiaries 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 (ever completely or partially withdrawn from a “multiemployer plan,” as defined in Section 412 of the Code3(37) 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 the 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) or 4063(a) of ERISA with respect to any Pension Plan;.

ERISA. (i) Neither the Borrower nor any ERISA Affiliate maintains Material Subsidiary has ever established or contributes to, or has maintained any obligation under, any Employee Benefit Plans other than those identified on Schedule 5.1(h); (ii) The Borrower and each ERISA Affiliate is in material 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 funded employee pension benefit plan as defined in under Section 401(b3(2)(A) of the Code has not yet expired. Each Employee Benefit Plan that is intended to be qualified under Section 401(a) Retirement Income Security Act of 1974, as amended and in effect on the Code has been determined by date hereof ("ERISA"), other than the Internal Revenue Service to be so qualified, and each trust related to such plan has been determined to be exempt under Section 501(a) of plans described on the CodeDisclosure Schedule. No liability has employee benefit plan established or maintained, or to which contributions have been incurred made, by the Borrower or any 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 Subsidiary of the Borrower has been terminatedthat is subject to Part 3 of Title I-B of ERISA, and to the knowledge of the Borrower no Pension Plan of any ERISA Affiliate has been terminated, nor has any had an accumulated funding deficiency (as such term is defined in Section 412 302 of ERISA) as of the Codelast day of the fiscal year of such plan ended most recently prior to the date hereof, or would have had an accumulated funding deficiency (as so defined) on such day if such year were the first year of the plan to which Part 3 of Title I-B of ERISA applied. No material liability to the Pension Benefit Guaranty Corporation has been incurred (without regard or is expected by the Borrower or any Material Subsidiary to be incurred by it or any waiver granted under Section 412 Subsidiary of the Code), nor has any funding waiver from the Internal Revenue Service been received or requested Borrower with respect to any Pension Plansuch plan or otherwise. The execution, nor has delivery and performance of this Agreement and the other Loan Documents will not involve on the part of the Borrower or any ERISA Affiliate failed to make Material Subsidiary any contributions or to pay any amounts due and owing as required by Section 412 of prohibited transaction within the Code, Section 302 meaning of ERISA or Section 4975 of the terms Internal Revenue Code. Neither the Borrower nor any Material Subsidiary has ever maintained, contributed to or been obligated to contribute to any "multiemployer plan," as defined in Section 3(37) of ERISA. Neither the Borrower nor any Pension Plan prior to the due dates of such contributions Material Subsidiary has ever incurred any "withdrawal liability" calculated under Section 412 of the Code or Section 302 4211 of ERISA, nor and there has there been no event or circumstance that would cause the Borrower or any event requiring Material Subsidiary to incur any disclosure under Section 4041(c)(3)(C) or 4063(a) of ERISA with respect to any Pension Plan;such liability.

ERISA. (ia) Neither the Borrower nor any ERISA Affiliate maintains or contributes to, or has any obligation under, any Employee All Benefit Plans other than those identified on Schedule 5.1(hare listed in Exhibit B, and copies of all documentation relating to such Benefit Plans have been delivered to or made available for review by Purchasers (including copies of written Benefit Plans, written descriptions of oral Benefit Plans, summary plan descriptions, trust agreements, the three most recent annual returns, employee communications, and IRS determination letters);. (iib) The Borrower Each Benefit Plan has at all times been maintained and each ERISA Affiliate is administered in all material compliance respects in accordance with its terms and with the requirements of all applicable provisions of law, including ERISA and the regulations Code, 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. Each Employee each Benefit Plan that is intended to be qualified qualify under Section section 401(a) of the Code has at all times since its adoption been determined by the Internal Revenue Service to be so qualified, and each trust related to which forms a part of any such plan has at all times since its adoption been determined to be tax-exempt under Section section 501(a) of the Code. . (c) No Benefit Plan has incurred any "accumulated funding deficiency" within the meaning of section 302 of ERISA or section 412 of the Code, and the "amount of unfunded benefit liabilities" within the meaning of section 4001(a)(18) of ERISA does not exceed zero with respect to any Benefit Plan subject to Title IV of ERISA. (d) No "reportable event" (within the meaning of section 4043 of ERISA) has occurred with respect to any Benefit Plan or any Plan maintained by an ERISA Affiliate since the effective date of said section 4043 for which notice is not waived under the regulations issued pursuant to said Section 4043. (e) No Benefit Plan is a multiemployer plan within the meaning of section 3(37) of ERISA. (f) No direct, contingent or secondary liability has been incurred or is expected to be incurred by the Borrower or Company under Title IV of ERISA to any ERISA Affiliate which remains unsatisfied for any taxes or penalties party with respect to any Employee Benefit Plan, or with respect to any other Plan presently or heretofore maintained or contributed to by any ERISA Affiliate. (g) Neither the Company nor any ERISA Affiliate has incurred any liability for any tax imposed under section 4971 through 4980B of the Code or civil liability under section 502(i) or (l) of ERISA. (h) No benefit under any Benefit Plan, including, without limitation, any severance or parachute payment plan or agreement, will be established or become accelerated, vested or payable by reason of any transaction contemplated under this Agreement. (i) No Benefit Plan provides health or death benefit coverage beyond the termination of an employee's employment, except as required by Part 6 of Subtitle B of Title I of ERISA or section 4980B of the Code or any Multiemployer Plan;State laws requiring continuation of benefits coverage following termination of employment. (iiij) No Pension Plan suit, action or other litigation (excluding claims for benefits incurred in the ordinary course of plan activities and any other claim which could reasonably be expected to result in a material liability or expense to the Borrower Company) has been terminatedbrought or, and to the knowledge of the Borrower no Pension Plan of any ERISA Affiliate has been terminatedCompany, 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 threatened against or requested with respect to any Pension PlanBenefit Plan and there are no facts or circumstances known to the Company that could reasonably be expected to give rise to any such suit, nor action or other litigation. (k) All contributions to Benefit Plans that were required to be made under such Benefit Plans have been made, and all benefits accrued under any unfunded Benefit Plan have been paid, accrued or otherwise adequately reserved in accordance with generally accepted accounting principles, all of which accruals under unfunded Benefit Plans are as disclosed in Exhibit B, and the Company has the Borrower or any ERISA Affiliate failed performed all material obligations required to make any contributions or to pay any amounts due be performed under all Benefit Plans. (l) The execution, delivery and owing as required by Section 412 performance of the CodeStock and Warrant Purchase Agreements, Section 302 the Stockholders' Agreement and the Registration Rights Agreement and the consummation of the transactions contemplated hereby and thereby (including, without limitation, the offer, issue and sale by the Company, and the purchase by the Purchaser of the Shares, the Conversion Shares, the Warrants and the Warrant Shares) will not involve any "prohibited transaction" within the meaning of ERISA or the terms of any Pension Plan prior to the 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) or 4063(a) of ERISA with respect to any Pension Benefit Plan;.

ERISA. (ia) Neither the Borrower nor any ERISA Affiliate maintains Schedule 4.13 is a complete and accurate list of all Plans maintained or contributes to, or has any obligation under, any Employee Benefit Plans other than those identified on Schedule 5.1(h); (ii) The Borrower and each ERISA Affiliate is in material 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. Each Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code has been determined by the Internal Revenue Service to be so qualified, and each trust related to such plan has been determined to be exempt under Section 501(a) of the Code. No liability has been incurred sponsored by the Borrower or any ERISA Affiliate or to 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 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 contributes as required by Section 412 of the Code, Section 302 of Closing Date; (b) the Borrower and its ERISA or the terms of any Pension Plan prior to the 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) or 4063(a) Affiliates are in compliance in all material respects with all applicable provisions and requirements of ERISA with respect to each Plan, and have performed all their obligations under each Plan; (c) no ERISA Event has occurred or is reasonably expected to occur; (d) the Borrower and each of its ERISA Affiliates have met all applicable requirements under the ERISA Funding Rules with respect to each Pension Plan, and no waiver of the minimum funding standards under the ERISA Funding Rules has been applied for or obtained; (e) as of the most recent valuation date for any Pension Plan, the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) is at least 60%, and neither the Borrower nor any of its ERISA Affiliates knows of any facts or circumstances that could reasonably be expected to cause the funding target attainment percentage to fall below 60% as of the most recent valuation date; (f) except to the extent required under Section 4980B of the Code, or as described on Schedule 4.13, no Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of the Borrower or any of its ERISA Affiliates; (g) as of the most recent valuation date for any Pension Plan, the amount of outstanding benefit liabilities (as defined in Section 4001(a)(18) of ERISA), individually or in the aggregate for all Pension Plans (excluding for purposes of such computation any Pension Plans with respect to which assets exceed benefit liabilities), does not exceed $500,000; (h) the execution and delivery of this Agreement and the consummation of the transactions contemplated hereunder will not involve any transaction that is subject to the prohibitions of Section 406 of ERISA or in connection with which taxes could be imposed pursuant to Section 4975(c)(1)(A)-(D) of the Code; (i) all liabilities under each Plan are (i) funded to at least the minimum level required by law or, if higher, to the level required by the terms governing the Plans, (ii) insured with a reputable insurance company, (iii) provided for or recognized in the financial statements most recently delivered to the Administrative Agent and the Lenders pursuant hereto or (iv) estimated in the formal notes to the financial statements most recently delivered to the Administrative Agent and the Lenders pursuant hereto; (j) there are no circumstances which may give rise to a liability in relation to any Plan which is not funded, insured, provided for, recognized or estimated in the manner described in clause (g); and (i) the Borrower is not and will not be a “plan” within the meaning of Section 4975(e) of the Code; (ii) the assets of the Borrower do not and will not constitute “plan assets” within the meaning of the United States Department of Labor Regulations set forth in 29 C.F.R. §2510.3-101; (iii) the Borrower is not and will not be a “governmental plan” within the meaning of Section 3(32) of ERISA; and (iv) transactions by or with the Borrower are not and will not be subject to state statutes applicable to the Borrower regulating investments of fiduciaries with respect to governmental plans.

ERISA. (ia) Neither the Borrower nor any ERISA Affiliate maintains or contributes to, or has any obligation under, any Employee Benefit Plans other than those identified Except as set forth on Schedule 5.1(h);4.9, there are no Plans that are Multiemployer Plans. (iib) The Borrower Each Plan and any related trust intended to qualify under Code Section 401 or 501 will be timely filed with the IRS for its determination that each ERISA Affiliate such Plan and related trust is in material 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(bqualified. (c) None of the Code has not yet expired. Each Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code has been determined by the Internal Revenue Service to be so qualified, and each trust related to such plan has been determined to be exempt under Section 501(a) of the Code. No liability has been incurred by the Borrower Loan Parties or any of their respective Subsidiaries or ERISA Affiliate which remains unsatisfied for any taxes or penalties Affiliates, with respect to any Employee Benefit Domestic Pension Plan or any Multiemployer Plan; (iii) No Pension Plan of the 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 Foreign Pension Plan, nor has the Borrower or any ERISA Affiliate failed to make any contributions contribution or to pay any amounts amount due and owing as required by Section 412 of the Code, Section 302 of ERISA or the terms of any Pension Plan prior to the due dates of such contributions under Section 412 of the Code or Section 302 of ERISA or other applicable law, and all required contributions and benefits have been paid in accordance with the provisions of each such plan. (d) There are no pending or, to the knowledge of any Loan Party, threatened claims, actions or proceedings (other than claims for benefits in the normal course), relating to any Plan or Foreign Pension Plan other than those that in the aggregate, if adversely determined, would have no Material Adverse Effect. (e) No Domestic Pension Plan, individually or in the aggregate with all Domestic Pension Plans, has any unfunded accrued benefit liabilities, as determined by using reasonable actuarial assumptions utilized by such plan’s actuary for funding purposes, exceeding $3,000,000. Within the last five years no Loan Party or any of its Subsidiaries or ERISA Affiliates has caused a Domestic Pension Plan with any such liabilities to be transferred outside of its “controlled group” (within the meaning of Section 4001(a)(14) of ERISA). (f) Except as disclosed on Schedule 4.9, no Plan or Foreign Pension Plan provides for continuing health, disability, accident or death benefits or coverage for any participant or his or her beneficiary after such participant’s termination of employment (except as may be required by Section 4980B of the Code and at the sole expense of the participant or the beneficiary) which would result in the aggregate under all Plans in a liability in an amount which would have a Material Adverse Effect. (g) Each Plan is in compliance in all material respects with applicable provisions of ERISA, nor has there been any event requiring any disclosure under Section 4041(c)(3)(C) or 4063(a) the Code and other Requirements of ERISA with respect to any Pension Plan;Law, except for non-compliances that in the aggregate would not have a Material Adverse Effect.

ERISA. (i) Neither the Borrower nor any ERISA Affiliate maintains or contributes toThe Borrower, or has any obligation underall Commonly Controlled Entities, any Employee Benefit and all their Plans other than those identified on Schedule 5.1(h); (ii) The Borrower are and each ERISA Affiliate is have been in material substantial compliance with all applicable the provisions of, to the extent applicable, ERISA, the qualification requirements of ERISA IRC Section 401(a), and the regulations and published interpretations thereunder with respect thereunder. No notice of intent to all Employee Benefit Plans except for terminate any required amendments for which the remedial amendment period as defined in Section 401(b) of the Code such Plan has not yet expired. Each Employee Benefit Plan that is intended to be qualified been filed under Section 401(a) of the Code has been determined by the Internal Revenue Service to be so qualified, and each trust related to such plan has been determined to be exempt under Section 501(a) of the Code. No liability has been incurred by the Borrower or any 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 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 the due dates of such contributions under Section 412 of the Code or Section 302 4041 of ERISA, nor has there any such Plan been any event requiring any disclosure terminated under Section 4041(c)(3)(C) or 4063(a4041(e) of ERISA which resulted in substantial liability to Borrower or any of its Commonly Controlled Entities. The PBGC has not instituted proceedings to terminate, or appoint a trustee to administer, any such Plan and no event has occurred or condition exists which might constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer any such Plan. Neither Borrower nor any Commonly Controlled Entities would be liable for any amount pursuant to Sections 4063 or 4064 of ERISA if all such Plans terminated as of the most recent valuation dates of such Plans. Neither Borrower nor any Commonly Controlled Entities have: withdrawn from a Multiemployer Plan during a plan year for which it was a substantial employer, as defined in Section 4001(a)(2) of ERISA; or failed to make a payment to a Plan required under Section 302(f)(1) of ERISA such that security would have to be provided pursuant to Section 307 of ERISA. No lien upon the assets of Borrower or any of its Subsidiaries has arisen with respect to any Pension such Plan;. To the best knowledge of Borrower, no Prohibited Transaction or Reportable Event has occurred with respect to any such Plan. Borrower and each Commonly Controlled Entity has each made all contributions required to be made by them to any such Plan or Multiemployer Plan when due. There is no accumulated funding deficiency in any such Plan, whether or not waived.

ERISA. (i) Neither Except as specified in Schedule 6.1(z), as of the Closing Date, neither the Borrower nor any ERISA Affiliate maintains or contributes to, or has to any obligation under, any Employee Benefit Plans other than those identified on Schedule 5.1(h);Plan. (ii) The Borrower and each ERISA Affiliate have fulfilled all contribution obligations for each Plan (including obligations related to the minimum funding standards of ERISA and the Internal Revenue Code), and no application for a funding waiver or an extension of any amortization period pursuant to Sections 303 and 304 of ERISA or Section 412 of the Internal Revenue Code has been made with respect to any Plan. (iii) No Termination Event has occurred nor has any other event occurred that is likely to result in material a Termination Event. Neither the Borrower or any ERISA Affiliate, nor any fiduciary of any Plan, is subject to any direct or indirect liability with respect to any Plan under any Requirement of Law or agreement. (iv) Neither the Borrower nor any ERISA Affiliate is required to or reasonably expects to be required to provide security to any Plan under Section 307 of ERISA or Section 401(a)(29) of the Internal Revenue Code. (v) The Borrower and each ERISA Affiliate are in compliance in all respects with all any 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 Plans. There has been no prohibited transaction as defined in Section 401(b) 406 of ERISA or Section 4975 of the Internal Revenue Code has (a "Prohibited Transaction") with respect to any Plan or any Multiemployer Plan. The Borrower and each ERISA Affiliate have made when due any and all payments required to be made under any agreement relating to a Multiemployer Plan or any Requirement of Law pertaining thereto. With respect to each Plan and Multiemployer Plan, the Borrower and each ERISA Affiliate have not yet expired. incurred any liability to the PBGC and have not had asserted against them any penalty for failure to fulfill the minimum funding requirements of ERISA. (vi) Each Employee Benefit Plan that which is intended to be qualified qualify under Section 401(a) of the Internal Revenue Code has been determined by received a favorable determination letter from the Internal Revenue Service to be so qualified, IRS and each trust related to no event has occurred which would cause the loss of such plan has been determined to be exempt under Section 501(aqualification. (vii) of the Code. No liability has been incurred by Neither the Borrower or any 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 Borrower has been terminated, and to the knowledge of the Borrower no Pension Plan of nor any ERISA Affiliate has been terminated, nor has instituted or intends to institute proceedings to terminate 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 the 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) or 4063(a) of ERISA with respect to any Pension Plan;.

ERISA. Borrower shall not: (ia) Neither engage in or permit any transaction which could result in a “prohibited transaction” (as such term is defined in Section 406 of ERISA) or in the imposition of an excise tax pursuant to Section 4975 of the Code with respect to any Benefit Plan; (b) engage in or permit any transaction or other event which could result in a “reportable event” (as such term is defined in Section 4043 of ERISA) for any Borrower Pension Plan; (c) fail to make full payment when due of all amounts which, under the provisions of any Benefit Plan, Borrower is required to pay as contributions thereto; (d) the determination that any Borrower Pension Plan is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Internal Revenue Code or Sections 303, 304 and 305 of ERISA; (e) fail to make any payments to any Multiemployer Plan that Borrower may be required to make under any agreement relating to such Multiemployer Plan or any law pertaining thereto; (f) terminate any Borrower Pension Plan in a manner which could result in the imposition of a lien on any property of Borrower pursuant to Section 4068 of ERISA. Borrower shall not terminate any Borrower Pension Plan so as to result in any liability to the PBGC; (g) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Borrower nor or any ERISA Affiliate maintains or contributes to, or has any obligation under, any Employee Benefit Plans other than those identified on Schedule 5.1(h); (iih) The Borrower and each ERISA Affiliate is in material 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. Each Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code has been determined by the Internal Revenue Service to be so qualified, and each trust related to such plan has been determined to be exempt under Section 501(a) of the Code. No liability has been incurred a failure by the Borrower or any ERISA Affiliate which remains unsatisfied for any taxes or penalties with to meet all applicable requirements under the Pension Funding Rules in respect to any Employee Benefit Plan or any Multiemployer Plan; (iii) No Pension Plan of the a 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 whether or not waived, or the failure by the Borrower or any ERISA Affiliate failed to make any contributions or required contribution 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 the 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) or 4063(a) of ERISA with respect to any Pension a Multiemployer Plan;.

ERISA. (ia) Neither the No Borrower nor or any ERISA Affiliate maintains has sponsored or contributes contributed to, or has had any obligation (contingent or otherwise) under, any Employee Benefit Plans Plan or Multiemployer Plan other than those identified disclosed on Schedule 5.1(hEXHIBIT 6.19(A);. (iib) The With respect to all Plans, each Borrower and each ERISA Affiliate is in material compliance with all the applicable provisions of ERISA and the regulations and published interpretations thereunder with respect to IRC in 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 expiredmaterial respects. Each Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code IRC has been determined by the Internal Revenue Service to be so qualified, and each trust related to each such plan Plan has been determined to be exempt from federal income tax under Section 501(a) of the CodeIRC. No liability has been incurred by the any Borrower or any ERISA Affiliate which remains unsatisfied for any taxes or penalties with respect to any Employee Benefit Plan or any Multiemployer Plan;. (iiic) The present value of all benefit liabilities under each Pension Plan does not exceed the present value of the assets of such Plan. No Pension Plan of the 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 CodeIRC) been incurred (without regard to any waiver granted under Section 412 of the CodeIRC), nor has any funding waiver from the Internal Revenue Service been received or requested with respect to any Pension Plan, nor has the any 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 CodeIRC, Section 302 of ERISA or the terms of any Pension Plan prior to by the applicable due dates of such contributions under Section 412 of the Code or Section 302 of ERISAdates, nor has there been any event requiring any disclosure under Section 4041(c)(3)(C), or 4062(e) or 4063(a) of ERISA with respect to any Pension Plan;. (d) No Borrower or any ERISA Affiliate has: (i) engaged in a nonexempt prohibited transaction described in Section 406 of ERISA or Section 4975 of the IRC; (ii) 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; (iii) failed to make a required contribution or payment to a Multiemployer Plan; or (iv) engaged in any transaction which could subject it to liability under Section 4069 or 4212(c) of ERISA. (e) No Termination Event has occurred and no Termination Event is reasonably expected to occur which could result in a liability to any Borrower or any ERISA Affiliate. (f) No Borrower or any ERISA Affiliate has any contingent liability with respect to any post-retirement benefit under any Plan which is a welfare plan (as defined in Section 3(1) of ERISA), other than liability for health plan continuation coverage described in Part 6 of Title I of ERISA.

ERISA. (i) Neither As of the Closing Date, neither the US Borrower nor any ERISA Affiliate maintains or contributes to, or has any obligation under, any Employee Benefit Plans other than those identified on Schedule 5.1(h7.1(i); (ii) The US Borrower and each ERISA Affiliate is in material compliance with all applicable provisions of ERISA ERISA, the Code 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 expiredexpired and except where a failure to so comply could not reasonably be expected to have a Material Adverse Effect. Each Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code has been determined by the Internal Revenue Service IRS to be so qualified, and each trust related to such plan has been determined to be exempt under Section 501(a) of the CodeCode except for such plans that have not yet received determination letters but for which the remedial amendment period for submitting a determination letter has not yet expired. No liability has been incurred by the US Borrower or any ERISA Affiliate which remains unsatisfied for any taxes or penalties with respect to any Employee Benefit Plan or any Multiemployer PlanPlan except for a liability that could not reasonably be expected to have a Material Adverse Effect; (iii) No Pension Plan As of the Borrower has been terminatedClosing Date, and to the knowledge of the Borrower no Pension Plan of any ERISA Affiliate has been terminated, nor has any accumulated Pension Plan become subject to funding deficiency (as defined in based benefit restrictions under Section 412 436 of the Code) , nor has there been incurred (without regard to a determination that any waiver granted under Section 412 Pension Plan is considered an at-risk plan or a Multiemployer Plan is in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code)Code or Sections 303, 304 and 305 of ERISA, nor has any funding waiver from the Internal Revenue Service IRS been received or requested with respect to any Pension Plan, nor has the US Borrower or any ERISA Affiliate failed to make any contributions or to pay any amounts due and owing as required by Section Sections 412 or 430 of the Code, Section Sections 302 or 303 of ERISA or the terms of any Pension Plan prior to the due dates of such contributions under Section Sections 412 or 430 of the Code or Section Sections 302 or 303 of ERISA, nor has there been any event requiring any disclosure under Section 4041(c)(3)(C) or 4063(a) of ERISA with respect to any Pension Plan; (iv) Except where the failure of any of the following representations to be correct in all material respects could not reasonably be expected to have a Material Adverse Effect, neither the US Borrower nor any 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 Sections 412 or 430 of the Code; (v) No Termination Event has occurred or is reasonably expected to occur; and (vi) Except where the failure of any of the following representations to be correct in all material respects could not reasonably be expected to have a Material Adverse Effect, no proceeding, claim (other than a benefits claim in the ordinary course of business), lawsuit and/or investigation is existing or, to the best knowledge of the Borrowers after due inquiry, threatened concerning or involving any (A) employee welfare benefit plan (as defined in Section 3(1) of ERISA) currently maintained or contributed to by the US Borrower or any ERISA Affiliate, (B) Pension Plan or (C) Multiemployer Plan.

ERISA. (i) Neither Except as would not reasonably be expected, whether taken individually or in the Borrower nor any ERISA Affiliate maintains or contributes toaggregate, or has any obligation under, any Employee Benefit Plans other than those identified on Schedule 5.1(h);to have a Material Adverse Effect: (iia) The Borrower and each ERISA Affiliate Each Plan is in material compliance in all respects with all the applicable provisions of ERISA ERISA, the Code, and the regulations other federal 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 expiredstate laws. Each Employee Benefit Plan that is intended to be qualified qualify under Section 401(a) of the Code has been determined received a favorable determination letter from the IRS or an application for such a letter is currently being processed by the Internal Revenue Service to be so qualified, and each trust related to such plan has been determined to be exempt under Section 501(a) of the Code. No liability has been incurred by the Borrower or any ERISA Affiliate which remains unsatisfied for any taxes or penalties IRS with respect to any Employee Benefit Plan thereto and nothing has occurred which would prevent, or any Multiemployer Plan; (iii) No Pension Plan of cause the Borrower has been terminatedloss of, such qualification. Each Obligor and to the knowledge of the Borrower no Pension Plan of any ERISA Affiliate has been terminatedmet all applicable requirements under the Code, nor has any accumulated funding deficiency (as defined in Section 412 ERISA and the Pension Protection Act of 2006, and no application for a waiver of the Code) minimum funding standards or an extension of any amortization period has 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 made with respect to any Pension Plan. (b) There are no pending or, 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 the due dates knowledge of such contributions under Section 412 of the Code Obligors, threatened claims, actions or Section 302 of ERISAlawsuits, nor has there been or action by any event requiring any disclosure under Section 4041(c)(3)(C) or 4063(a) of ERISA Governmental Authority, with respect to any Plan, Pension Plan or Multiemployer Plan. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan. (c) (i) no ERISA Event has occurred or is reasonably expected to occur; (ii) as of the most recent valuation date for any Pension Plan;, the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) is at least 60%; and no Obligor or ERISA Affiliate knows of any reason that such percentage could reasonably be expected to drop below 60%; (iii) no Obligor or ERISA Affiliate has incurred any liability to the PBGC except for the payment of premiums, and no premium payments are due and unpaid; (iv) no Obligor or ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or 4212(c) of ERISA; and (v) no Pension Plan or Multiemployer Plan has been terminated by its plan administrator or the PBGC, and no fact or circumstance exists that could reasonably be expected to cause the PBGC to institute proceedings to terminate a Pension Plan or Multiemployer Plan. (d) With respect to any Foreign Plan, (i) all employer and employee contributions required by law or by the terms of the Foreign Plan have been made, or, if applicable, accrued, in accordance with normal accounting practices; (ii) the fair market value of the assets of each funded Foreign Plan, the liability of each insurer for any Foreign Plan funded through insurance, or the book reserve established for any Foreign Plan, together with any accrued contributions, is sufficient to procure or provide for the accrued benefit obligations with respect to all current and former participants in such Foreign Plan according to the actuarial assumptions and valuations most recently used to account for such obligations in accordance with applicable generally accepted accounting principles; and (iii) it has been registered as required and has been maintained in good standing (to the extent such concept exists and is applicable under the requirements of Applicable Law of the relevant jurisdiction) with applicable regulatory authorities. (e) Except as disclosed on Schedule 9.1.18, UK Borrower is not nor has at any time been (A) an employer (for the purposes of sections 38 to 51 of the Pensions ▇▇▇ ▇▇▇▇ (UK)) of an occupational pension scheme which is not a money purchase scheme (both terms as defined in the Pension Schemes Act (1993)(UK)) or (B) is or has at any time been “connected” with or an “associate” (as those terms are used in sections 38 and 43 of the ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇(▇▇)) of such an employer. (f) UK Borrower has not been issued with a Financial Support Direction or Contribution Notice in respect of any pension scheme.

ERISA. (i) Neither 19.17.1 As of the Borrower Closing Date, no Borrower, nor any Group Company, nor any ERISA Affiliate maintains or contributes to, or has any obligation under, any Employee Benefit Plans other than those identified on Schedule 5.1(h)6.1(I) hereto; (ii) The Borrower 19.17.2 Each Borrower, each Group Company and each ERISA Affiliate is in material 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. Each Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code has been determined by the Internal Revenue Service to be so qualified, and each trust related to such plan has been determined to be exempt under Section 501(a) of the Code. No liability has been incurred by the Borrower any Borrower, any Group Company or any ERISA Affiliate which remains unsatisfied for any taxes or penalties with respect to any Employee Benefit Plan or any Multiemployer Plan; (iii) 19.17.3 No Pension Plan of the 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 any Borrower, any Subsidiary 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 the 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) or 4063(a) of ERISA with respect to any Pension Plan; 19.17.4 No Borrower, Group Company or 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 instalment or other required payment under Section 412 of the Code; 19.17.5 No Termination Event has occurred or is reasonably expected to occur; and 19.17.6 No proceeding, claim, lawsuit and/or investigation is existing or, to the best knowledge of each Borrower and each Group Company after due inquiry, threatened, concerning or involving any: (a) employee welfare benefit plan (as defined in Section 3(1) of ERISA) currently maintained or contributed to by any Borrower, any Group Company or any ERISA Affiliate; (b) Pension Plan; or (c) Multiemployer Plan.

ERISA. (ia) Neither the Borrower nor any ERISA Affiliate maintains Schedule 4.13 is a complete and accurate list of all Pension Plans maintained or contributes to, or has any obligation under, any Employee Benefit Plans other than those identified on Schedule 5.1(h); (ii) The Borrower and each ERISA Affiliate is in material 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. Each Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code has been determined by the Internal Revenue Service to be so qualified, and each trust related to such plan has been determined to be exempt under Section 501(a) of the Code. No liability has been incurred sponsored by the Borrower or any ERISA Affiliate or to 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 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 contributes as required by Section 412 of the Code, Section 302 of Closing Date; (b) the Borrower and its ERISA or the terms of any Pension Plan prior to the 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) or 4063(a) Affiliates are in compliance in all material respects with all applicable provisions and requirements of ERISA with respect to each Plan, and have performed all their obligations under each Plan; (c) no ERISA Event has occurred or is reasonably expected to occur; (d) the Borrower and each of its ERISA Affiliates have met all applicable requirements under the ERISA Funding Rules with respect to each Pension Plan, and no waiver of the minimum funding standards under the ERISA Funding Rules has been applied for or obtained; (e) as of the most recent valuation date for any Pension Plan, the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) is at least 60%, and neither the Borrower nor any of its ERISA Affiliates knows of any facts or circumstances that could reasonably be expected to cause the funding target attainment percentage to fall below 60% as of the most recent valuation date; (f) except to the extent required under Section 4980B of the Code, or as described on Schedule 4.13, no Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of the Borrower or any of its ERISA Affiliates; (g) as of the most recent valuation date for any Pension Plan, the amount of outstanding benefit liabilities (as defined in Section 4001(a)(18) of ERISA), individually or in the aggregate for all Pension Plans (excluding for purposes of such computation any Pension Plans with respect to which assets exceed benefit liabilities), does not exceed One Million Dollars ($1,000,000); (h) the execution and delivery of this Agreement and the consummation of the transactions contemplated hereunder will not involve any transaction that is subject to the prohibitions of Section 406 of ERISA or in connection with which Taxes could be imposed pursuant to Section 4975(c)(1)(A)-(D) of the Code; (i) all liabilities under each Plan are (i) funded to at least the minimum level required by law or, if higher, to the level required by the terms governing the Plans, (ii) insured with a reputable insurance company, (iii) provided for or recognized in the financial statements most recently delivered to the Administrative Agent and the Lenders pursuant hereto or (iv) estimated in the formal notes to the financial statements most recently delivered to the Administrative Agent and the Lenders pursuant hereto; (j) there are no circumstances which may give rise to a liability in relation to any Plan which is not funded, insured, provided for, recognized or estimated in the manner described in clause (g); and (i) the Borrower is not and will not be a “plan” within the meaning of Section 4975(e) of the Code; (ii) the assets of the Borrower do not and will not constitute “plan assets” within the meaning of the United States Department of Labor Regulations set forth in 29 C.F.R. §2510.3-101; (iii) the Borrower is not and will not be a “governmental plan” within the meaning of Section 3(32) of ERISA; and (iv) transactions by or with the Borrower are not and will not be subject to state statutes applicable to the Borrower regulating investments of fiduciaries with respect to governmental plans.

ERISA. (i) Neither As of the Borrower Closing Date, no Loan Party nor any ERISA Affiliate maintains or contributes to, or has any obligation under, any Employee Benefit Plans other than those identified on Schedule 5.1(h6.1(i); (ii) The Borrower Each Loan Party and each ERISA Affiliate is in material 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. Each Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code (A) has been determined by the Internal Revenue Service to be so qualified, and each trust related to such plan has been determined to be exempt under Section 501(a) of the Code, or (B) is within the remedial amendment period as defined in Section 401(b) of the Code as to the initial adoption of such Employee Benefit Plan. No material liability has been incurred by the Borrower any Loan Party or any 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 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 any Loan Party 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 the 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) or 4063(a) of ERISA with respect to any Pension Plan; (iv) Neither any Loan Party nor any 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 is reasonably expected to occur; and (vi) No proceeding, claim, lawsuit and/or investigation is existing or, to the best knowledge of the Loan Parties after due inquiry, threatened concerning or involving any (A) employee welfare benefit plan (as defined in Section 3(1) of ERISA) currently maintained or contributed to by any Loan Party or any ERISA Affiliate, (B) Pension Plan or (C) Multiemployer Plan.

ERISA. (i) Neither As of the Closing Date, neither any Borrower nor any ERISA Affiliate maintains or contributes to, or has any obligation under, any Employee Benefit Plans other than those identified on Schedule 5.1(h6.1(i); (ii) The each Borrower and each ERISA Affiliate Affiliates is in material 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. Each Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code has been determined by the Internal Revenue Service to be so qualifiedqualified as to form, and each trust related to such plan has been determined to be exempt under Section 501(a) of the Code. No liability has been incurred by the any Borrower or any 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 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 any 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 the 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) or 4063(a) of ERISA with respect to any Pension Plan; (iv) Neither any Borrower nor any 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, in each case, if such transaction, liability, non-payment or failure would result in a material adverse effect upon any of the Borrowers; (v) No Termination Event has occurred or is reasonably expected to occur; and (vi) No proceeding, claim, lawsuit and/or investigation is existing or, to the best knowledge of the Borrowers after due inquiry, threatened concerning or involving any (A) employee welfare benefit plan (as defined in Section 3(1) of ERISA) currently maintained or contributed to by any Borrower or any ERISA Affiliate, (B) Pension Plan or (C) Multiemployer Plan.

ERISA. None of the Obligors shall: (ia) Neither engage in or permit any transaction which could result in a Prohibited Transaction or in 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 5.1(h); (ii) The Borrower and each ERISA Affiliate is in material compliance with all applicable provisions imposition of ERISA and the regulations and published interpretations thereunder with respect an excise tax pursuant to all Employee Benefit Plans except for any required amendments for which the remedial amendment period as defined in Section 401(b) 4975 of the Code has not yet expired. Each Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code has been determined by the Internal Revenue Service to be so qualified, and each trust related to such plan has been determined to be exempt under Section 501(a) of the Code. No liability has been incurred by the Borrower or any ERISA Affiliate which remains unsatisfied for any taxes or penalties with respect to any Employee Obligor Benefit Plan Plan; (b) engage in or permit any Multiemployer Plan; (iii) No Pension Plan of the 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 transaction or other event which could result in a “reportable event” (as such term is defined in Section 412 4043 of ERISA) for any Plan subject to Title IV of ERISA; (c) fail to make full payment or permit any Subsidiary thereof to fail to make full payment when due of all amounts which, under the provisions of any Obligor Benefit Plan, the Obligor or any Subsidiary thereof is required to pay as contributions thereto; (d) permit to exist any “funding shortfall” (as such term is defined in Section 430 of the CodeCode and Section 303 of ERISA) been incurred for any plan year, in excess of five percent (without regard to any waiver granted under Section 412 5.0%) of the Code), nor has any funding waiver from the Internal Revenue Service been received or requested net worth (determined in accordance with GAAP) of Guarantor and its Consolidated Subsidiaries 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 that is subject to the due dates of such contributions minimum funding standards under Section 412 430 of the Code or Section 302 of ERISA, nor has there been ; (e) fail to make or permit any event requiring Subsidiary thereof or any disclosure ERISA Affiliate to fail to make any payments to any Multiemployer Plan that the Obligor or any Subsidiary thereof or ERISA Affiliate may be required to make under Section 4041(c)(3)(Cany agreement relating to such Multiemployer Plan or any law pertaining thereto; or (f) terminate or 4063(a) permit any Subsidiary thereof or ERISA Affiliate to terminate any Plan subject to Title IV of ERISA with respect in a manner which could result in the imposition of a lien on any property of the Obligor pursuant to Section 4068 of ERISA or otherwise result in any Pension Plan;liability to the PBGC.

ERISA. (a) Each Plan is in compliance with the applicable provisions of ERISA, the Code and other federal or state laws, except such noncompliance that could not reasonably be expected to have a Material Adverse Effect. (b) There are no pending or, to the best knowledge of the Borrower, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan that could reasonably be expected to have a Material Adverse Effect. (c) Except as would not give rise to a Material Adverse Effect, (i) Neither no ERISA Event has occurred, and 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 5.1(h); (ii) The Borrower and each ERISA Affiliate is in material 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. Each Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code has been determined by the Internal Revenue Service to be so qualified, and each trust related to such plan has been determined to be exempt under Section 501(a) of the Code. No liability has been incurred by the Borrower or any 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 Borrower has been terminated, and to the knowledge of the Borrower no Pension Plan aware of any fact, event or circumstance that could reasonably be expected to constitute or result in an 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 Event with respect to any Pension Plan, nor has ; (ii) the Borrower and each ERISA Affiliate has met all applicable requirements under the Pension Funding Rules in respect of each Pension Plan, and no waiver of the minimum funding standards under the Pension Funding Rules has been applied for or obtained; (iii) as of the most recent valuation date for any Pension Plan, the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) is 60% or higher and neither the Borrower nor any ERISA Affiliate failed knows of any facts or circumstances that could reasonably be expected to make cause the funding target attainment percentage for any contributions or such plan to pay any amounts due and owing drop below 60% as required by Section 412 of the Codemost recent valuation date; (iv) neither the Borrower nor any ERISA Affiliate has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due that are unpaid; (v) neither the Borrower nor any ERISA Affiliate has engaged in a transaction that could be subject to Section 302 4069 or Section 4212(c) of ERISA; and (vi) no Pension Plan has been terminated by the plan administrator thereof nor by the PBGC, and no event or circumstance has occurred or exists that could reasonably be expected to cause the PBGC to institute proceedings under Title IV of ERISA or the terms of any Pension Plan prior to the 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) or 4063(a) of ERISA with respect to terminate any Pension Plan;.

ERISA. (ia) Neither the Borrower nor any ERISA Affiliate maintains Schedule 4.13 is a complete and accurate list of all Pension Plans maintained or contributes to, or has any obligation under, any Employee Benefit Plans other than those identified on Schedule 5.1(h); (ii) The Borrower and each ERISA Affiliate is in material 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. Each Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code has been determined by the Internal Revenue Service to be so qualified, and each trust related to such plan has been determined to be exempt under Section 501(a) of the Code. No liability has been incurred sponsored by the Borrower or any ERISA Affiliate or to 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 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 contributes as required by Section 412 of the Code, Section 302 of Closing Date; (b) the Borrower and its ERISA or the terms of any Pension Plan prior to the 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) or 4063(a) Affiliates are in compliance in all material respects with all applicable provisions and requirements of ERISA with respect to each Plan, and have performed all their obligations under each Plan; (c) no ERISA Event has occurred or is reasonably expected to occur; (d) the Borrower and each of its ERISA Affiliates have met all applicable requirements under the ERISA Funding Rules with respect to each Pension Plan, and no waiver of the minimum funding standards under the ERISA Funding Rules has been applied for or obtained; (e) as of the most recent valuation date for any Pension Plan, the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) is at least 60%, and neither the Borrower nor any of its ERISA Affiliates knows of any facts or circumstances that could reasonably be expected to cause the funding target attainment percentage to fall below 60% as of the most recent valuation date; (f) except to the extent required under Section 4980B of the Code, or as described on Schedule 4.13, no Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of the Borrower or any of its ERISA Affiliates; (g) as of the most recent valuation date for any Pension Plan, the amount of outstanding benefit liabilities (as defined in Section 4001(a)(18) of ERISA), individually or in the aggregate for all Pension Plans (excluding for purposes of such computation any Pension Plans with respect to which assets exceed benefit liabilities), does not exceed $50,000; (h) the execution and delivery of this Agreement and the consummation of the transactions contemplated hereunder will not involve any transaction that is subject to the prohibitions of Section 406 of ERISA or in connection with which taxes could be imposed pursuant to Section 4975(c)(1)(A)-(D) of the Code; (i) all liabilities under each Plan are (i) funded to at least the minimum level required by law or, if higher, to the level required by the terms governing the Plans, (ii) insured with a reputable insurance company, (iii) provided for or recognized in the financial statements most recently delivered to the Administrative Agent and the Lenders pursuant hereto or (iv) estimated in the formal notes to the financial statements most recently delivered to the Administrative Agent and the Lenders pursuant hereto; (j) there are no circumstances which may give rise to a liability in relation to any Plan which is not funded, insured, provided for, recognized or estimated in the manner described in clause (g); and (i) the Borrower is not and will not be a “plan” within the meaning of Section 4975(e) of the Code; (ii) the assets of the Borrower do not and will not constitute “plan assets” within the meaning of the United States Department of Labor Regulations set forth in 29 C.F.R. §2510.3-101; (iii) the Borrower is not and will not be a “governmental plan” within the meaning of Section 3(32) of ERISA; and (iv) transactions by or with the Borrower are not and will not be subject to state statutes applicable to the Borrower regulating investments of fiduciaries with respect to governmental plans.

ERISA. (ia) Neither the Borrower nor any ERISA Affiliate maintains Schedule 4.13 is a complete and accurate list of all material Plans maintained (in writing) or contributes to, or has any obligation under, any Employee Benefit Plans other than those identified on Schedule 5.1(h); (ii) The Borrower and each ERISA Affiliate is in material 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. Each Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code has been determined by the Internal Revenue Service to be so qualified, and each trust related to such plan has been determined to be exempt under Section 501(a) of the Code. No liability has been incurred sponsored by the Borrower or any ERISA Affiliate or to 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 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 contributes as required by Section 412 of the CodeClosing Date; (b) except as would not reasonably be expected to result in a Material Adverse Effect, Section 302 of the Borrower and its ERISA or the terms of any Pension Plan prior to the 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) or 4063(a) Affiliates are in compliance with all applicable provisions and requirements of ERISA with respect to each Plan, and have performed all their obligations under each Plan; (c) except as would not reasonably be expected to result in a Material Adverse Effect, no ERISA Event has occurred or is reasonably expected to occur; (d) except as would not reasonably be expected to result in a Material Adverse Effect, the Borrower and each of its ERISA Affiliates have met all applicable requirements under the ERISA Funding Rules with respect to each Pension Plan, and no waiver of the minimum funding standards under the ERISA Funding Rules has been applied for or obtained; (e) as of the most recent valuation date for any Pension Plan, the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) is at least 60.0%, and neither the Borrower nor any of its ERISA Affiliates knows of any facts or circumstances that could reasonably be expected to cause the funding target attainment percentage to fall below 60.0% as of the most recent valuation date; (f) except to the extent required under Section 4980B of the Code, or as described on Schedule 4.13, no Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of the Borrower or any of its ERISA Affiliates; (g) as of the most recent valuation date for any Pension Plan, the amount of outstanding benefit liabilities (as defined in Section 4001(a)(18) of ERISA), individually or in the aggregate for all Pension Plans (excluding for purposes of such computation any Pension Plans with respect to which assets exceed benefit liabilities), does not exceed the Threshold Amount; (h) the execution and delivery of this Agreement and the consummation of the transactions contemplated hereunder will not involve any transaction that is subject to the prohibitions of Section 406 of ERISA or in connection with which taxes could be imposed pursuant to Section 4975(c)(1)(A)-(D) of the Code; (i) all liabilities under each Plan are (i) funded to at least the minimum level required by law or, if higher, to the level required by the terms governing the Plans, (ii) insured with a reputable insurance company, (iii) provided for or recognized in the financial statements most recently delivered to the Administrative Agent and the Lenders pursuant hereto or (iv) estimated in the formal notes to the financial statements most recently delivered to the Administrative Agent and the Lenders pursuant hereto; (j) except as would not reasonably be expected to result in a Material Adverse Effect, there are no circumstances which may give rise to a liability in relation to any Plan which is not funded, insured, provided for, recognized or estimated in the manner described in clause (g); and (i) the Borrower is not and will not be a “plan” within the meaning of Section 4975(e) of the Code; (ii) the assets of the Borrower do not and will not constitute “plan assets” within the meaning of the United States Department of Labor Regulations set forth in 29 C.F.R. §2510.3-101; (iii) the Borrower is not and will not be a “governmental plan” within the meaning of Section 3(32) of ERISA; and (iv) transactions by or with the Borrower are not and will not be subject to state statutes applicable to the Borrower regulating investments of fiduciaries with respect to governmental plans.

ERISA. (i) Neither As of the Closing Date, no Borrower nor or any ERISA Affiliate maintains or contributes to, or has any obligation under, any Employee Benefit Plans other than those identified on Schedule 5.1(h6.1(i); (ii) The Each Borrower and each ERISA Affiliate is in material 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 expiredexpired and except where a failure to so comply could not reasonably be expected to have a Material Adverse Effect. Each Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code has been determined by the Internal Revenue Service to be so qualified, and each trust related to such plan has been determined to be exempt under Section 501(a) of the CodeCode except for such plans that have not yet received determination letters but for which the remedial amendment period for submitting a determination letter has not yet expired. No liability has been incurred by the any Borrower or any ERISA Affiliate which remains unsatisfied for any taxes or penalties with respect to any Employee Benefit Plan or any Multiemployer PlanPlan except for a liability that could not reasonably be expected to have a Material Adverse Effect; (iii) No Pension Plan As of the Borrower has been terminatedClosing Date, 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 any 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 the 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) or 4063(a) of ERISA with respect to any Pension Plan; (iv) Except where the failure of any of the following representations to be correct in all material respects could not reasonably be expected to have a Material Adverse Effect, no Borrower or any 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 is reasonably expected to occur; and (vi) Except where the failure of any of the following representations to be correct in all material respects could not reasonably be expected to have a Material Adverse Effect, no proceeding, claim (other than a benefits claim in the ordinary course of business), lawsuit and/or investigation is existing or, to the best knowledge of any Borrower after due inquiry, threatened concerning or involving any (A) employee welfare benefit plan (as defined in Section 3(1) of ERISA) currently maintained or contributed to by any Borrower or any ERISA Affiliate, (B) Pension Plan or (C) Multiemployer Plan.

ERISA. Except as disclosed in the Exchange Act Reports filed prior to the Closing Date: (i) Neither the Borrower nor any no ERISA Affiliate maintains Event has occurred or contributes to, or has any obligation under, any Employee Benefit Plans is reasonably expected to occur (other than those identified premiums payable under Title IV of ERISA), that would reasonably be expected to result in a liability to Parent or its ERISA Affiliates of more than $250,000,000 over the amount previously reflected for any such liabilities, in accordance with GAAP, on Schedule 5.1(hthe financial statements delivered pursuant to Section 8.02(b)(v); (ii) The Borrower Schedule B (Actuarial Information) to the most recently completed annual report (Form 5500 Series) for each Pension Plan, copies of which have been filed with the Internal Revenue Service and furnished to the Administrative Agent, is complete and, to the best knowledge of CSCDXC, accurate and since the date of such Schedule B there has been no change in the funding status of any such Pension Plan except any change that would not reasonably be expected to have a material adverse effect on the business, financial condition or operations of Parent and its Subsidiaries, taken as a whole; (iii) as of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability to Parent or any of its ERISA Affiliates for a complete withdrawal from such Multiemployer Plan, when aggregated with such potential liability for a complete withdrawal for all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISA, does not exceed $250,000,000; (iv) Parent and each of its ERISA Affiliate is Affiliates are in material compliance with all applicable provisions and requirements of ERISA and the regulations and published interpretations thereunder with respect to all each Employee Benefit Plans Plan, and have performed all their obligations under each Employee Benefit Plan except for any required amendments for which such failure to perform or comply that would not reasonably be expected to have a material adverse effect on the remedial amendment period business, financial condition or operations of Parent and its Subsidiaries, taken as defined in Section 401(ba whole; (v) of the Code has not yet expired. Each each Employee Benefit Plan that is intended to be qualified qualify under Section 401(a) of the Code has been determined by the Internal Revenue Service to be so qualified, and each trust related to such plan has been determined to be exempt under Section 501(a) of the Code. No liability has been incurred by the Borrower or any 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 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 received a determination letter from the Internal Revenue Service been received that the Employee Benefit Plan is so qualified (or requested with respect to any Pension Plana timely application for such a determination letter is pending), 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 the due dates best of such contributions under Section 412 CSCDXC’s knowledge, the Employee Benefit Plan has not been operated in any way that would result in the Employee Benefit Plan no longer being so qualified except as would not reasonably be expected to have a material adverse effect on the business, financial condition or operations of the Code or Section 302 of ERISAParent and its Subsidiaries, nor has there been any event requiring any disclosure under Section 4041(c)(3)(C) or 4063(a) of ERISA with respect to any Pension Plan;taken as a whole; and

ERISA. (ia) 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 5.1(h); (ii) The Borrower Each Loan Party and each of its ERISA Affiliate Affiliates is in compliance in all material compliance respects with all the applicable provisions of ERISA and the Code and the regulations and published interpretations thereunder thereunder. No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect. No event described in Section 4062(e) of ERISA has occurred and is continuing with respect to any Pension Plan. The present value of all Employee Benefit Plans except accumulated benefit obligations under each Pension Plan (based on the assumptions used for any required amendments for which the remedial amendment period purposes of Statement of Financial Accounting Standards No. 87) did not, as defined in Section 401(b) of the Code has not yet expireddate of the most recent financial statements reflecting such amounts, exceed the fair market value of the assets of such Pension Plan by a material amount, and the present value of all accumulated benefit obligations of all underfunded Pension Plans (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair market value of the assets of all such underfunded Pension Plans by a material amount. (b) Each Employee Benefit Pension Plan that is intended to be qualified qualify under Section 401(a) of the Code has been determined received a favorable determination letter from the IRS or an application for such a letter is currently being processed by the Internal Revenue Service to be so qualified, and each trust related to such plan has been determined to be exempt under Section 501(a) of the Code. No liability has been incurred by the Borrower or any ERISA Affiliate which remains unsatisfied for any taxes or penalties IRS with respect to any Employee Benefit Plan or any Multiemployer Plan; (iii) No Pension Plan of the Borrower has been terminatedthereto and, and to the knowledge of the Borrower no Pension Plan of any Borrower, nothing has occurred which would prevent, or cause the loss of, such qualification. Each Loan Party and ERISA Affiliate has been terminated, nor has any accumulated funding deficiency (as defined in made all required contributions to each Pension Plan subject to Section 412 of the Code) been incurred (without regard , and no application for a funding waiver pursuant to any waiver granted under Section 412 of the Code), nor Code has any funding waiver from the Internal Revenue Service been received or requested made with respect to any Pension Plan. (c) There are no pending or, nor has to the Borrower or any ERISA Affiliate failed to make any contributions or to pay any amounts due and owing as required by Section 412 knowledge of the CodeBorrowers, Section 302 of ERISA threatened (in writing) claims, actions, or the terms of lawsuits, or action by any Governmental Authority, with respect to any Pension Plan prior to the due dates of such contributions under Section 412 Plan. There has been no violation of the Code or Section 302 of ERISA, nor has there been any event requiring any disclosure under Section 4041(c)(3)(C) or 4063(a) fiduciary responsibility rules of ERISA with respect to any Pension Plan;. (d) No Loan Party or ERISA Affiliate (i) has incurred, or reasonably expects to incur, any material liability under Title IV of ERISA with respect to any Pension Plan (other than premiums due and not delinquent under Section 4007 of ERISA), (ii) has incurred, or reasonably expects to incur, any material liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Section 4201 of ERISA with respect to a Multiemployer Plan, and (iii) has engaged in a transaction that could reasonably be expected to be subject to Section 4069 or Section 4212(c) of ERISA. (e) No such Pension Plan or trust created thereunder, or party in interest (as defined in Section 3(14) of ERISA), or any fiduciary (as defined in Section 3(21) of ERISA), has engaged in a “prohibited transaction” (as such term is defined in Section 406 of ERISA or Section 4975 of the Code) which would subject such Pension Plan or any other plan of any Loan Party or any of its ERISA Affiliates, any trust created thereunder, or any such party in interest or fiduciary, or any party dealing with any such Pension Plan or any such trust, to any material penalty or tax on “prohibited transactions” imposed by Section 502 of ERISA or Section 4975 of the Code. (f) With respect to any Foreign Plan, (i) all employer and employee contributions required by the law of the applicable foreign jurisdiction or by the terms of the Foreign Plan have been made, or, if applicable, accrued, in accordance with normal accounting practices; (ii) the fair market value of the assets of each funded Foreign Plan, the liability of each insurer for any Foreign Plan funded through insurance, or the book reserve established for any Foreign Plan, together with any accrued contributions, is sufficient to procure or provide for the accrued benefit obligations with respect to all current and former participants in such Foreign Plan according to the actuarial assumptions and valuations most recently used to account for such obligations in accordance with applicable generally accepted accounting principles; and (iii) it has been registered if required by the law of the applicable foreign jurisdiction and has been maintained in good standing with the applicable regulatory authorities of such jurisdiction.

ERISA. Except for matters which, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect: (i) Neither As of the Closing Date, no Borrower nor any ERISA Affiliate maintains or contributes to, or has any obligation under, (a) any Pensions Plans or Multiemployer Plans or (B) any Employee Benefit Plans intended to comply with Section 401(a) of the Code other than those identified on Schedule 5.1(h5.1(i); (ii) The each Borrower and each ERISA Affiliate is in compliance in all material compliance respects 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 f or which the remedial amendment period as defined in Section 401(b401 (b) of the Code has not yet expired. Each Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code has been determined by the Internal Revenue Service to be so qualified, and each trust related to such plan has been determined to be exempt under Section 501(a) of the Code. No liability has been incurred by the any Borrower or any 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 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 any 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 the 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) or 4063(a) of ERISA with respect to any Pension Plan; (iv) No Borrower nor any ERISA Affiliate has: (A) 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, (B) failed to make a required contribution or payment to a Multiemployer Plan, or (C) failed to make a required installment or other required payment under Section 412 of the Code; (v) No Termination Event has occurred or is reasonably expected to occur; and (vi) No proceeding, claim, lawsuit and/or investigation is existing or, to the best knowledge of the Borrowers after due inquiry, threatened concerning or involving any (A) employee welfare benefit plan (as defined in Section 3 (1) of ERISA) currently maintained or contributed to by any Borrower or (B) Pension Plan maintained by any Borrower. (vii) No Borrower has engaged in a nonexempt prohibited transaction described in ERISA Section 406 or Code Section 4975.

ERISA. (i) Neither As of the Closing Date, neither the US Borrower nor any ERISA Affiliate maintains or contributes to, or has any obligation under, any Employee Benefit Plans other than those identified on Schedule 5.1(h6.1(i); (ii) The US Borrower and each ERISA Affiliate is in material 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 expiredexpired and except where a failure to so comply could not reasonably be expected to have a Material Adverse Effect. Each Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code has been determined by the Internal Revenue Service to be so qualified, and each trust related to such plan has been determined to be exempt under Section 501(a) of the CodeCode except for such plans that have not yet received determination letters but for which the remedial amendment period for submitting a determination letter has not yet expired. No liability has been incurred by the US Borrower or any ERISA Affiliate which remains unsatisfied for any taxes or penalties with respect to any Employee Benefit Plan or any Multiemployer PlanPlan except for a liability that could not reasonably be expected to have a Material Adverse Effect; (iii) No Pension Plan As of the Borrower has been terminatedClosing Date, 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 US 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 the 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) or 4063(a) of ERISA with respect to any Pension Plan; (iv) Except where the failure of any of the following representations to be correct in all material respects could not reasonably be expected to have a Material Adverse Effect, neither the US Borrower nor any 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 is reasonably expected to occur; and (vi) Except where the failure of any of the following representations to be correct in all material respects could not reasonably be expected to have a Material Adverse Effect, no proceeding, claim (other than a benefits claim in the ordinary course of business), lawsuit and/or investigation is existing or, to the best knowledge of the Borrowers after due inquiry, threatened concerning or involving any (A) employee welfare benefit plan (as defined in Section 3(1) of ERISA) currently maintained or contributed to by the US Borrower or any ERISA Affiliate, (B) Pension Plan or (C) Multiemployer Plan.

ERISA. (i) Neither the Borrower nor any The Borrower, its Subsidiaries, their ERISA Affiliate maintains or contributes to, or has any obligation under, any Affiliates and their respective Employee Benefit Plans other than are in compliance in all material respects with those identified on Schedule 5.1(h); (ii) The Borrower and each ERISA Affiliate is in material 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. Each Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code has been determined by the Internal Revenue Service to be so qualified, and each trust related to such plan has been determined to be exempt under Section 501(a) of the Code. No liability has been incurred by the Borrower or any ERISA Affiliate which remains unsatisfied for any taxes or penalties are applicable with respect to any Employee Benefit Plan or any Multiemployer Plan; (iii) . No Pension Plan of the Borrower has been terminated, Prohibited Transaction 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 "Reportable Event" described in Section 412 4043 of ERISA for which the Code) been incurred (without regard to any waiver granted under Section 412 of 30-day notice period is not waived by the Code)applicable regulations, nor has any funding waiver from the Internal Revenue Service been received or requested occurred 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 such Employee Benefit Plan prior to the due dates extent any such failure could reasonably be expected to result in a Material Adverse Effect. Except as set forth on Schedule 7.1(i) hereto, neither the Borrower, any of such contributions under Section 412 its Subsidiaries nor any of the Code or Section 302 of ERISA, nor has there been any event requiring any disclosure under Section 4041(c)(3)(C) or 4063(a) of their ERISA Affiliates is an employer with respect to any Pension Multiemployer Plan;. The Borrower, its Subsidiaries and their ERISA Affiliates have met the minimum funding requirements under ERISA and the Code with respect to each of their respective Employee Benefit Plans, if any, and have not incurred (i) any current, outstanding liability to the PBGC or (ii) any past due liability to any Employee Benefit Plan. The execution, delivery and performance of this Agreement, the Notes, the other Loan Documents and the other documents executed or to be executed in connection herewith or therewith do not constitute a Prohibited Transaction. There is no material Unfunded Benefit Liability, determined in accordance with Section 4001(a)(18) of ERISA, with respect to any Plan of the Borrower, any of its Subsidiaries or their ERISA Affiliates.

ERISA. (i) Neither As of the Closing Date, 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 5.1(h7.1(i); (ii) The Borrower and each ERISA Affiliate is in material 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 expiredexpired and except where a failure to so comply could not reasonably be expected to have a Material Adverse Effect. Each Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code has been determined by the Internal Revenue Service to be so qualified, and each trust related to such plan has been determined to be exempt under Section 501(a) of the CodeCode except for such plans that have not yet received determination letters but for which the remedial amendment period for submitting a determination letter has not yet expired. No liability has been incurred by the Borrower or any ERISA Affiliate which remains unsatisfied for any taxes or penalties with respect to any Employee Benefit Plan or any Multiemployer PlanPlan except for a liability that could not reasonably be expected to have a Material Adverse Effect; (iii) No Pension Plan As of the Borrower has been terminatedClosing Date, 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 the 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) or 4063(a) of ERISA with respect to any Pension Plan; (iv) Except where the failure of any of the following representations to be correct in all material respects could not reasonably be expected to have a Material Adverse Effect, neither the Borrower nor any 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 is reasonably expected to occur; and (vi) Except where the failure of any of the following representations to be correct in all material respects could not reasonably be expected to have a Material Adverse Effect, no proceeding, claim (other than a benefits claim in the ordinary course of business), lawsuit and/or investigation is existing or, to the best knowledge of the Borrower after due inquiry, threatened concerning or involving any (A) employee welfare benefit plan (as defined in Section 3(1) of ERISA) currently maintained or contributed to by the Borrower or any ERISA Affiliate, (B) Pension Plan or (C) Multiemployer Plan.

ERISA. (i) Neither the Borrower nor any ERISA Affiliate Related Company maintains or contributes to, or has to any obligation under, any Employee Benefit Plans Plan other than those identified listed on Schedule 5.1(hSCHEDULE 5.1(p); (ii) The Borrower and each ERISA Affiliate . Each such Benefit Plan is in material substantial compliance with all applicable provisions of ERISA and the regulations Code, including but not limited to those provisions thereof relating to reporting and published interpretations thereunder with respect to all Employee Benefit Plans except for disclosure, and neither the Borrower nor any required amendments for which the remedial amendment period as defined in Section 401(b) of the Code Related Company has received any notice (that has not yet expiredbeen withdrawn or corrected) asserting that a Benefit Plan is not in compliance with ERISA. No material liability to the PBGC or to a Multiemployer Plan has been, or is expected to be, incurred by the Borrower or any Related Company. Each Employee Benefit Plan that is intended to be qualified qualify under Section 401(a) of the Code has been determined by the Internal Revenue Service to be so qualified, qualifies and each any related trust related to such plan has been determined to be is exempt from federal income tax under Section 501(a) of the Code. No liability A favorable determination letter from the IRS has been incurred by the Borrower issued (or any ERISA Affiliate which remains unsatisfied for any taxes or penalties applied for) with respect to each such plan and trust and nothing has occurred since the date of any Employee such determination letter that has been issued, that would adversely affect such qualification of tax-exempt status. No Benefit Plan or any Multiemployer Plan; (iii) No Pension Plan subject to the minimum funding standards of the Borrower Code has been terminated, and failed to the knowledge of meet such standards. Neither the Borrower nor any Related Company has transferred any pension plan liability in a transaction that could be subject to Sections 4069 or 4212(c) of ERISA. There are no Pension Plan of material pending or threatened claims against 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 Benefit Plan, nor has other than claims for benefits. No non-exempt prohibited transaction within the Borrower or any ERISA Affiliate failed to make any contributions or to pay any amounts due and owing as required by meaning of Section 412 of the Code, Section 302 of ERISA or the terms of any Pension Plan prior to the due dates of such contributions under Section 412 4975 of the Code or Section 302 406 of ERISAERISA has occurred with respect to a Benefit Plan that would result in any material Liability to the Borrower. Except under plans listed on SCHEDULE 5.1(p), nor has there been no employee or former employee of the Borrower or any event requiring Related Company is or may become entitled to any disclosure benefit under a Benefit Plan that is a "welfare plan" within the meaning of Section 4041(c)(3)(C) or 4063(a3(1) of ERISA following such employee's termination of employment. Except as set forth on SCHEDULE 5.1(p), each such welfare plan that is a group health plan has been operated in compliance with respect to the provisions of Section 4980B of the Code and Sections 601-609 of ERISA and any Pension Plan;applicable provisions of state law that are similar.

ERISA. (i) Neither the any Borrower nor any ERISA Affiliate maintains or contributes to, or has to any obligation under, any Employee Benefit Plans Plan other than those identified a Benefit Plan listed on Schedule 5.1(h6.01(Q); (ii) The Borrower and each ERISA Affiliate is in material 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. Each Employee Benefit Plan that which is maintained or contributed to by a Borrower which is intended to be a qualified plan has been determined by the IRS to be qualified under Section 401(a) of the Code has been determined by the Internal Revenue Service to be so qualified), and each trust related to any such plan Plan has been so determined to be exempt from federal income tax under Section 501(a) of the Code. No liability has been incurred Internal Revenue Code prior to its amendment by the Tax Reform Act of 1986, and such Plan and trust are being operated in all material respects in compliance with and will be timely amended as necessary in accordance with the Tax Reform Act of 1986 and the Omnibus Budget Reconciliation Act of 1987 as interpreted by the regulations promulgated thereunder, provided that certain operational defects in the ▇▇▇▇▇ Karan New York 401(k) Retirement Plan have recently been discovered and have been the subject of an application to the IRS under its Voluntary Compliance Resolution ("VCR") program filed on or about June 18, 1996; and provided further that in connection with such filing under the VCR program, the audited financial report for such plan for 1994 was delayed pending such VCR filing and whereas the annual report for such plan for 1994 was timely filed, an amended annual report was filed on or about September 16, 1996 after the audited financial report containing a reference to the VCR filing was completed. Neither any Borrower nor any ERISA Affiliate, to the extent such ERISA Affiliate at any time has joint and several liability with any Borrower or any Subsidiary maintains or contributes to any employee welfare benefit plan within the meaning of Section 3(1) of ERISA, other than a Multiemployer Plan, which provides lifetime benefits to retirees other than as may be required by the Consolidated Omnibus Reconciliation Act of 1985, as amended and interpreted by regulations promulgated thereunder. Each Borrower is in compliance in all material respects with the responsibilities, obligations or duties imposed on it by ERISA Affiliate which remains unsatisfied for any taxes or penalties regulations promulgated thereunder with respect to any Employee Benefit Plan or any Multiemployer Plan; (iii) No Pension Plan of all Plans, except the Borrower has been terminatedoperational defects in, and to delay in the knowledge of 1994 audited financial report for, the Borrower no Pension Plan of any ERISA Affiliate has been terminated▇▇▇▇▇ Karan New York 401(k) Retirement Plan, nor has any as described in this Section 6.01(q). No material accumulated funding deficiency (as defined in Section 302(a)(2) of ERISA and Section 412(a) of the Internal Revenue Code) exists in respect to any Benefit Plan. Except as set forth on Schedule 6.01(Q), neither any Borrower nor, to any Borrower's knowledge, any ERISA Affiliate nor any fiduciary of any Plan has engaged in a nonexempt "prohibited transaction" described in Section 406 of ERISA or Section 4975 of the Internal Revenue Code. Neither any Borrower nor any ERISA Affiliate nor any fiduciary of any Plan has taken any action which would constitute or result in a Termination Event with respect to any Plan such that the actions described in the preceding sentence or this sentence, or both, would result in a Material Adverse Effect. Neither any Borrower nor any ERISA Affiliate has incurred any material liability to the PBGC which remains outstanding other than the liability to pay the PBGC insurance premiums for the current year. Schedule B to the most recent annual report filed with the IRS with respect to each Benefit Plan and furnished to the Administrative Agent is complete and accurate in all material respects. Since the date of each such Schedule B, there has been no material adverse change in the funding status or financial condition of the Benefit Plan relating to such Schedule B which would result in a Material Adverse Effect. Neither any Borrower nor any ERISA Affiliate has failed to make any required installment under subsection (m) of Section 412 of the Code) been incurred (without regard to Internal Revenue Code and any waiver granted other payment required under Section 412 of the Code), Internal Revenue Code on or before the due date for such installment or other payment which would in the aggregate have a Material Adverse Effect. Neither any Borrower nor has any funding waiver from ERISA Affiliate is required to provide security to a Benefit Plan under Section 401(a)(29) of the Internal Revenue Service Code due to a Plan amendment that results in an increase in current liability for the plan year. The Borrowers and its ERISA Affiliates are current with respect to all obligations they may have relating to any Multiemployer Plan to which they are or have been received obligated to contribute to. Neither any Borrower nor any ERISA Affiliate has or requested is likely to incur any withdrawal liability 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 Multiemployer Plan prior to the 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) or 4063(a) of ERISA with respect to any Pension Plan;which would have a Material Adverse Effect.

ERISA. (i) Neither Schedule 4.01(m) lists all Plans and separately identifies all Pension Plans, including all Title IV Plans, Multiemployer Plans, ESOPs and Welfare Plans, including all Retiree Welfare Plans. Each Qualified Plan has been determined by the Borrower nor any ERISA Affiliate maintains or contributes toIRS to qualify under Section 401(a) of the IRC, or has any obligation underthe trusts created thereunder have been determined to be exempt from tax under the provisions of Section 501 of the IRC, any Employee Benefit Plans other than those identified and, except as set forth on Schedule 5.1(h4.01(m); , nothing has occurred that could reasonably be expected to cause the loss of such qualification or tax-exempt status. Except as otherwise provided in Schedule 4.01(m), (iix) The Borrower and each ERISA Affiliate Plan is in material compliance with all the applicable provisions of ERISA and the regulations and published interpretations thereunder with respect to IRC, including the timely filing of all Employee Benefit Plans except for any reports required amendments for which under the remedial amendment period as defined in Section 401(bIRC or ERISA, (y) none of the Code has not yet expired. Each Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code has been determined by the Internal Revenue Service to be so qualifiedParent, and each trust related to such plan has been determined to be exempt under Section 501(a) of the Code. No liability has been incurred by the Borrower Superior, any Originator or any of their respective ERISA Affiliate which remains unsatisfied for Affiliates has failed to make any taxes contribution or penalties with respect to pay any Employee Benefit Plan or any Multiemployer Plan; (iii) No Pension Plan of the 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 (amount due as defined in required by either 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 IRC 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 Plan, subject to the due dates of such contributions under Section 412 sections, and (z) none of the Code Parent, Superior, any Originator or any of their respective ERISA Affiliates has engaged in a "prohibited transaction," as defined in Section 302 4975 of ERISAthe IRC, nor in connection with any Plan that could reasonably be expected to subject any Originator to a material tax on prohibited transactions imposed by Section 4975 of the IRC. (ii) Except as set forth in Schedule 4.01(m): (A) no Title IV Plan has there been any Unfunded Pension Liability; (B) no ERISA Event or event requiring any disclosure under described in Section 4041(c)(3)(C) or 4063(a4062(e) of ERISA with respect to any Title IV Plan has occurred within the past three years or is reasonably expected to occur; (C) there are no pending or, to the knowledge of Superior or any Originator, threatened claims (other than claims for benefits in the normal course), sanctions, actions or lawsuits, asserted or instituted against any Plan or any Person as fiduciary or sponsor of any Plan; (D) none of the Parent, Superior, any Originator or any of their respective ERISA Affiliates has incurred or reasonably expects to incur any liability as a result of a complete or partial withdrawal from a Multiemployer Plan; (E) within the last five years no Title IV Plan with Unfunded Pension Liabilities has been transferred outside of the "controlled group" (within the meaning of Section 4001(a)(14) of ERISA) of the Parent, Superior, any Originator or their respective ERISA Affiliates; (F) Stock of the Parent, Superior and all Originators and their respective ERISA Affiliates makes up, in the aggregate, no more than 10% of the assets of any Plan subject to Title I of ERISA, measured on the basis of fair market value as of the last valuation date of any Plan;; and (G) no liability under any Title IV Plan has been satisfied with the purchase of a contract from an insurance company that is not rated AAA by S&P or an equivalent rating by another nationally recognized rating agency.

ERISA. (iThe present value of all benefits vested under each “employee pension benefit plan” as such term is defined in Section 3(2) Neither of ERISA, other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by the Borrower nor Servicer or any ERISA Affiliate maintains of the Servicer or to which the Servicer or any ERISA Affiliate of the Servicer contributes toor has an obligation to contribute, or has any obligation underliability (each, any Employee Benefit Plans other than those identified a “Servicer Pension Plan”) does not exceed the value of the assets of the Servicer Pension Plan allocable to such vested benefits (based on Schedule 5.1(h); (iithe value of such assets as of the last annual valuation date) The Borrower determined in accordance with the assumptions used for funding such Servicer Pension Plan pursuant to Sections 412 and each ERISA Affiliate is 430 of the Code by an amount that would reasonably be expected to result in material compliance with all applicable provisions a Material Adverse Effect. No prohibited transactions, failure to meet the minimum funding standard set forth in Section 302(a) 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(b412(a) of the Code has not yet expired. Each Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code has been determined by the Internal Revenue Service to be so qualified, and each trust related to such plan has been determined to be exempt under Section 501(a) of the Code. No liability has been incurred by the Borrower or any ERISA Affiliate which remains unsatisfied for any taxes or penalties (with respect to any Employee Benefit Servicer Pension Plan or any other than a Multiemployer Plan; (iii) No ), withdrawals or Reportable Events have occurred with respect to any Servicer Pension Plan that, in the aggregate, could subject the Servicer to any tax, penalty or other liability that would reasonably be expected to result in a Material Adverse Effect. Except as would not reasonably be expected to have a Material Adverse Effect, no notice of the Borrower intent to terminate a Servicer Pension Plan has been terminated, and to the knowledge of the Borrower no Pension Plan of any ERISA Affiliate has been terminatedfiled, nor has any accumulated funding deficiency (as defined in Section 412 of the Code) Servicer Pension Plan been incurred (without regard to any waiver granted terminated 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 the due dates of such contributions under Section 412 of the Code or Section 302 4041(c) of ERISA, nor has there been any the Pension Benefit Guaranty Corporation instituted proceedings to terminate, or appoint a trustee to administer, a Servicer Pension Plan and no event requiring any disclosure has occurred or condition exists that might constitute grounds under Section 4041(c)(3)(C) or 4063(a) 4042 of ERISA with respect for the termination of, or the appointment of a trustee to administer, any Servicer Pension Plan;.

ERISA. (ia) Neither the Borrower nor any ERISA Affiliate maintains Schedule 4.13 is a complete and accurate list of all Plans maintained or contributes to, or has any obligation under, any Employee Benefit Plans other than those identified on Schedule 5.1(h); (ii) The Borrower and each ERISA Affiliate is in material 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. Each Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code has been determined by the Internal Revenue Service to be so qualified, and each trust related to such plan has been determined to be exempt under Section 501(a) of the Code. No liability has been incurred sponsored by the Borrower or any ERISA Affiliate or to 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 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 contributes as required by Section 412 of the Code, Section 302 of Closing Date; (b) the Borrower and its ERISA or the terms of any Pension Plan prior to the 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) or 4063(a) Affiliates are in compliance in all material respects with all applicable provisions and requirements of ERISA with respect to each Plan, and have performed all their obligations under each Plan; (c) no ERISA Event has occurred or is reasonably expected to occur; (d) the Borrower and each of its ERISA Affiliates have met all applicable requirements under the ERISA Funding Rules with respect to each Pension Plan, and no waiver of the minimum funding standards under the ERISA Funding Rules has been applied for or obtained; (e) as of the most recent valuation date for any Pension Plan, the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) is at least 60%, and neither the Borrower nor any of its ERISA Affiliates knows of any facts or circumstances that could reasonably be expected to cause the funding target attainment percentage to fall below 60% as of the most recent valuation date; (f) except to the extent required under Section 4980B of the Code, or as described on Schedule 4.13, no Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of the Borrower or any of its ERISA Affiliates; (g) as of the most recent valuation date for any Pension Plan, the amount of outstanding benefit liabilities (as defined in Section 4001(a)(18) of ERISA), individually or in the aggregate for all Pension Plans (excluding for purposes of such computation any Pension Plans with respect to which assets exceed benefit liabilities), does not exceed $5,000,000; (h) the execution and delivery of this Agreement and the consummation of the transactions contemplated hereunder will not involve any transaction that is subject to the prohibitions of Section 406 of ERISA or in connection with which taxes could be imposed pursuant to Section 4975(c)(1)(A)-(D) of the Code; (i) all liabilities under each Plan are (i) funded to at least the minimum level required by law or, if higher, to the level required by the terms governing the Plans, (ii) insured with a reputable insurance company, (iii) provided for or recognized in the financial statements most recently delivered to the Administrative Agent and the Lenders pursuant hereto or (iv) estimated in the formal notes to the financial statements most recently delivered to the Administrative Agent and the Lenders pursuant hereto; (j) there are no circumstances which may give rise to a liability in relation to any Plan which is not funded, insured, provided for, recognized or estimated in the manner described in clause (g); and (i) the Borrower is not and will not be a “plan” within the meaning of Section 4975(e) of the Code; (ii) the assets of the Borrower do not and will not constitute “plan assets” within the meaning of the United States Department of Labor Regulations set forth in 29 C.F.R. §2510.3-101; (iii) the Borrower is not and will not be a “governmental plan” within the meaning of Section 3(32) of ERISA; and (iv) transactions by or with the Borrower are not and will not be subject to state statutes applicable to the Borrower regulating investments of fiduciaries with respect to governmental plans.

ERISA. Except as set forth on Schedule 9.9, (i) Neither each Loan Party and each Employee Plan and Pension Plan is in compliance with all Requirements of Law in all material respects, including ERISA, the Borrower nor any ERISA Affiliate maintains or contributes toInternal Revenue Code and the Patient Protection and Affordable Care Act of 2010, or has any obligation underas amended by the Health Care and Education Reconciliation Act of 2010, any Employee Benefit Plans other than those identified on Schedule 5.1(h); (ii) The Borrower and each no ERISA Affiliate Event has occurred nor is in material compliance with all applicable provisions of ERISA and the regulations and published interpretations thereunder reasonably expected to occur with respect to all any Employee Benefit Plans except for Plan, Pension Plan or Multiemployer Plan, (iii) copies of each agreement entered into with the PBGC, the U.S. Department of Labor or the Internal Revenue Service with respect to any required amendments for which Employee Plan or Pension Plan have been delivered to the remedial amendment period as defined in Section 401(bAgents, and (iv) of the Code has not yet expired. Each each Employee Benefit Plan and Pension Plan that is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code has been determined by the Internal Revenue Service to be so qualified, qualified under Section 401(a) of the Internal Revenue Code and each the trust related to such plan has been determined to be thereto is exempt from federal income tax under Section 501(a) of the Internal Revenue Code. No liability has been incurred by the Borrower Loan Party or any of its ERISA Affiliate Affiliates has incurred any material liability to the PBGC which remains unsatisfied outstanding other than the payment of premiums, and there are no premium payments which have become due and which are unpaid with respect to a Pension Plan. There are no pending or, to the best knowledge of any Loan Party, threatened material claims, actions, proceedings or lawsuits (other than claims for benefits in the ordinary course) asserted or instituted against (A) any taxes Employee Plan, Pension Plan, or penalties their respective assets, (B) any fiduciary with respect to any Employee Benefit Plan or Pension Plan, or (C) any Multiemployer Loan Party or any of its ERISA Affiliates with respect to any Employee Plan or Pension Plan; (iii) No Pension Plan . Except as required by Section 4980B of the Borrower has been terminatedInternal Revenue Code, and to the knowledge of the Borrower no Pension Plan of any ERISA Affiliate has been terminated, nor has any accumulated funding deficiency Loan Party maintains an employee welfare benefit plan (as defined in Section 412 3(1) of ERISA) that provides health benefits (through the Codepurchase of insurance or otherwise) been incurred (without regard to for any waiver granted under Section 412 retired or former employee of the Code), nor any Loan Party or has any funding waiver from the Internal Revenue Service been received or requested with respect obligation to provide any Pension Plan, nor has the Borrower or such benefits for any ERISA Affiliate failed to make any contributions or to pay any amounts due and owing as required by Section 412 current employee after such employee’s termination of the Code, Section 302 of ERISA or the terms of any Pension Plan prior to the 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) or 4063(a) of ERISA with respect to any Pension Plan;employment.

ERISA. (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 5.1(h); (ii) The Borrower will maintain, and cause each ERISA Affiliate is to maintain, each Plan in material compliance with all material applicable requirements of ERISA and of the Code and with all material applicable rulings and regulations issued under the 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 and will not yet expired. Each Employee Benefit Plan that is intended and not permit any of the ERISA Affiliates to (a) engage in any transaction in connection with which the Borrower or any of the ERISA Affiliates would be qualified under subject to either a civil penalty assessed pursuant to Section 401(a502(i) of ERISA or a tax imposed by Section 4975 of the Code has been determined by in an amount in excess of $1,000,000, (b) fail to make full payment when due of all amounts which, under the Internal Revenue Service to be so qualifiedprovisions of any Plan, and each trust related to such plan has been determined to be exempt under Section 501(a) of the Code. No liability has been incurred by the Borrower or any ERISA Affiliate which remains unsatisfied for any taxes is required to pay as contributions thereto, or penalties with respect permit to any Employee Benefit Plan or any Multiemployer Plan; (iii) No Pension Plan of the Borrower has been terminated, and to the knowledge of the Borrower no Pension Plan of any ERISA Affiliate has been terminated, nor has exist any accumulated funding deficiency (as such term is defined in Section 412 302 of the Code) been incurred (without regard to any waiver granted under ERISA and Section 412 of the Code), nor has any funding waiver from the Internal Revenue Service been received whether or requested not waived, with respect to any Pension Plan, nor has in an amount in excess of $1,000,000 for all Plans, or (c) fail to make any payments to any Multiemployer Plan that the Borrower or any of the ERISA Affiliate failed Affiliates may be required to make under any contributions agreement relating to such Multiemployer Plan or any law pertaining thereto in an amount in excess of $1,000,000. The Borrower will not permit, and will not allow any Subsidiary to pay permit, any amounts due and owing as required by event to occur or condition to exist which would permit any Plan to terminate under any circumstances which would cause the Lien provided for in Section 412 4068 of ERISA to attach to any assets of the CodeBorrower or any Subsidiary; and the Borrower will not permit, Section 302 of ERISA or the terms of any Pension Plan prior to the due dates of such contributions under Section 412 as of the Code or Section 302 most recent valuation date for any Plan subject to Title IV of ERISA, nor has there been any event requiring any disclosure under Section 4041(c)(3)(C) or 4063(athe present value (determined on the basis of reasonable assumptions employed by the independent actuary for such Plan and previously furnished in writing to the Banks) of ERISA with respect such Plan's projected benefit obligations to any Pension exceed the fair market value of such Plan;'s assets.

ERISA. (ia) The present value of all benefits vested under all Pension Plans did not, as of the most recent valuation date of such Pension Plans, exceed the value of the asset of the Pension Plans allocable to such vested benefits by an amount which would represent a potential material liability of the Borrower or any of the Borrower's Subsidiaries or affect materially the ability of the Borrower to perform the Loan Documents to which it is a party. (b) No Plan or trust created thereunder, or any trustee or administrator thereof, has engaged in a "prohibited transaction" (as such term is defined in Section 406 of ERISA or Section 4975 of the Code) which could subject such Plan or any other Plan, any trust created thereunder, or any trustee or administrator thereof, or any party dealing with any Plan or any such trust to the tax or penalty an prohibited transactions imposed by Section 502 of ERISA or Section 4975 of the Code. (c) No Pension Plan or trust has been terminated, except in accordance with the Code, ERISA, and the regulations of the Internal Revenue Service and the PBGC as applicable to solvent plans in which benefits of participants are fully protected. No "reportable event" as defined in Section 4043 of ERISA has occurred for which notice has not been waived or for which alternative notice procedures are permitted. (d) No Pension Plan or trust created thereunder has incurred any "accumulated funding deficiency" (as such term is defined in Section 302 of ERISA) whether or not waived, since the effective date of ERISA. (e) The required allocations and contributions to Pension Plans will not violate Section 415 of the Code. (f) Neither the Borrower nor any ERISA Affiliate maintains or contributes to, or has any obligation under, withdrawal liability to any Employee Benefit Plans other than those identified on Schedule 5.1(h); trust created pursuant to a multi-employer pension or benefit plan nor would be subject to any such withdrawal liability in excess of One Million Dollars (ii$1,000,000) The Borrower and each ERISA Affiliate is in material compliance with all applicable provisions of ERISA and the regulations and published interpretations thereunder with respect to all Employee Benefit Plans except for if it withdrew from any required amendments for which the remedial amendment period as defined in Section 401(b) of the Code has not yet expired. Each Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code has been determined by the Internal Revenue Service to be so qualified, and each trust related to such plan has been determined to be exempt under Section 501(a) of the Code. No liability has been incurred by the Borrower or any 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 Borrower has been if its participation therein were otherwise 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 the 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) or 4063(a) of ERISA with respect to any Pension Plan;.

ERISA. (i) Neither As of the Closing Date, 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 5.1(h6.1(h);. (ii) The Borrower and each ERISA Affiliate is in material compliance with all applicable provisions of ERISA and the regulations and published interpretations thereunder with respect to all Employee Benefit Plans except where failure to so comply is not reasonably likely to have a Material Adverse Effect and except for any required amendments for which the remedial amendment period as defined in Section 401(b) of the Code has not yet expired. Each Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code has been determined by the Internal Revenue Service to be so qualifiedqualified or an application for determination has been filed within the applicable remedial amendment period, and each trust related to such plan has been determined to be exempt under Section 501(a) of the CodeCode or an application for determination has been filed within the applicable remedial amendment period. No material liability has been incurred by the Borrower or any 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 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 the 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) or 4063(a) of ERISA with respect to any Pension Plan;. (iv) Neither the Borrower nor any 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 or (C) failed to make a required contribution or payment to a Multiemployer Plan. (v) No Termination Event has occurred or is reasonably expected to occur which in either case is reasonably likely to have a Material Adverse Effect.

ERISA. (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 5.1(h); (iia) The Borrower and each its Consolidated Subsidiaries have complied in all material respects with ERISA Affiliate is in material 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 and, where applicable, the Code regarding each Plan, if any, that they maintain. (b) No act, omission or transaction has not yet expired. Each Employee Benefit Plan occurred that is intended to be qualified under Section 401(a) could result in imposition on the Borrower, any of the Code has been determined by the Internal Revenue Service to be so qualified, and each trust related to such plan has been determined to be exempt under Section 501(a) of the Code. No liability has been incurred by the Borrower its Subsidiaries or any ERISA Affiliate which remains unsatisfied for any taxes (whether directly or penalties with respect indirectly) of (i) either a civil penalty assessed pursuant to any Employee Benefit subsections (c), (i) or (l) of Section 502 of ERISA or a tax imposed pursuant to Chapter 43 of Subtitle D of the Code or (ii) breach of fiduciary duty liability damages under Section 409 of ERISA. (c) No Plan (other than a defined contribution plan) or any Multiemployer Plan; (iii) No Pension trust created under any such Plan of the Borrower has been terminatedterminated since September 2, and 1974. No liability to the knowledge PBGC (other than for the payment of current premiums which are not past due) by the Borrower no Pension Plan Borrower, any of its Subsidiaries or any ERISA Affiliate has been terminatedor is expected to be incurred with respect to any Plan. No ERISA Event with respect to any Plan has occurred. (d) Full payment when due has been made of all amounts which the Borrower, nor has any accumulated funding deficiency (of its Subsidiaries or any ERISA Affiliate is required under the terms of each Plan, if any, or Governmental Requirements to have paid as defined in Section 412 contributions to such Plan as of the Code) been incurred date hereof, and no failure to satisfy the minimum funding standard (without regard to any waiver granted under within the meaning of Section 302 of ERISA and Section 412 of the Code), nor has any funding waiver from the Internal Revenue Service been received whether or requested not waived, exists 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 . (e) Each Pension Plan prior to satisfies the due dates minimum funding requirements of such contributions under Section 412 of the Code or Section 302 and, if applicable, Part 3 of Title I of ERISA. (f) Neither the Borrower nor its Subsidiaries sponsors or maintains an employee welfare benefit plan, nor has there been any event requiring any disclosure under as defined in Section 4041(c)(3)(C) or 4063(a3(1) of ERISA with respect that provides benefits to any Pension Plan;former employees of such entities, other than as required by Part 6 of Title I of ERISA.

ERISA. Except where the taking of such action (or where ------ the failure to take such action, as applicable) could reasonably be expected to have a Material Adverse Effect: (a) the Borrower and each ERISA Affiliate have complied with ERISA and, where applicable, the Code regarding each Plan; (b) each Plan is, and has been, maintained in substantial compliance with ERISA and, where applicable, the Code; (c) no act, omission or transaction has occurred with respect to any Plan which could result in imposition on the Borrower or any ERISA Affiliate (whether directly or indirectly) of (i) Neither either a civil penalty assessed pursuant to section 502(c), (i) or (l) of ERISA or a tax imposed pursuant to Chapter 43 of Subtitle D of the Code or (ii) breach of fiduciary duty liability damages under section 409 of ERISA; (d) no Plan (other than a defined contribution plan) or any trust created under any such Plan has been terminated in the last six years. No liability to the PBGC (other than for the payment of current premiums which are not past due) by the Borrower or any ERISA Affiliate has been or is expected by the Borrower or any ERISA Affiliate to be incurred with respect to any Plan. No ERISA Event with respect to any Plan has occurred; (e) full payment when due has been made of all amounts which the Borrower or any ERISA Affiliate is required under the terms of each Plan or applicable law to have paid as contributions to such Plan, and no accumulated funding deficiency (as defined in section 302 of ERISA and section 412 of the Code), whether or not waived, exists with respect to any Plan; (f) the actuarial present value of the benefit liabilities under each Plan which is subject to Title IV of ERISA does not, as of the end of the Borrower's most recently ended fiscal year, exceed 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 by an amount in excess of $2,000,000. The term "actuarial present value of the benefit liabilities" shall have the meaning specified in section 4041 of ERISA; (g) neither the Borrower 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, other than as required under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, that may not be terminated by the Borrower or any ERISA Affiliate in its sole discretion at any time without any material liability; (h) none of the Borrower or any ERISA Affiliate sponsors, maintains or contributes to, or has at any obligation undertime in the preceding six calendar years, sponsored, maintained or contributed to, any Employee Benefit Plans other than those identified on Schedule 5.1(h);Multiemployer Plan; and (iii) The Borrower and each ERISA Affiliate is in material compliance with all applicable provisions none 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. Each Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code has been determined by the Internal Revenue Service to be so qualified, and each trust related to such plan has been determined to be exempt under Section 501(a) of the Code. No liability has been incurred by the Borrower or any ERISA Affiliate which remains unsatisfied for any taxes or penalties with respect is required to any Employee Benefit Plan or any Multiemployer Plan; (iiiprovide security under section 401(a)(29) No Pension Plan of the 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 the 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) or 4063(a) of ERISA with respect due to any Pension a Plan amendment that results in an increase in current liability for the Plan;.

ERISA. (i) Neither As of the Closing Date, 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 5.1(h6.1(i); (ii) The Borrower and each ERISA Affiliate is in material 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, except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect. Each Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code has been determined by the Internal Revenue Service to be so qualified, and each trust related to such plan has been determined to be exempt under Section 501(a) of the Code. No liability has been incurred by the Borrower or any ERISA Affiliate which remains unsatisfied for any taxes or penalties with respect to any Employee Benefit Plan or any Multiemployer Plan, except where such liability could not reasonably be expected to have a Material Adverse Effect; (iii) No Pension Plan of the 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 the 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) or 4063(a) of ERISA with respect to any Pension Plan; (iv) Neither the Borrower nor any ERISA Affiliate has: (A) engaged in a nonexempt prohibited transaction described in Section 406 of the ERISA or Section 4975 of the Code, which would result in material liability under ERISA or 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, except where any of the foregoing individually or in the aggregate could not be expected to have a Material Adverse Effect; (v) No Termination Event that could reasonably be expected to result in a Material Adverse Effect has occurred or is reasonably expected to occur; and (vi) No proceeding, claim (except for ordinary claims for benefits under an Employee Benefit Plan), lawsuit and/or investigation is existing or, to the best knowledge of the Borrower after due inquiry, threatened concerning or involving any (A) employee welfare benefit plan (as defined in Section 3(1) of ERISA) currently maintained or contributed to by the Borrower or any ERISA Affiliate, (B) Pension Plan or (C) Multiemployer Plan, that could reasonably be expected to have a Material Adverse Effect.

ERISA. (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 5.1(h)[Intentionally omitted]; (ii) The Borrower Company and each ERISA Affiliate is in material compliance with all applicable provisions of ERISA and the Code and the regulations and published interpretations thereunder with respect to all Employee Benefit Plans and the terms therefor except for any required amendments for which the remedial amendment period as defined in Section 401(b) of the Code has not yet expiredexpired and except where a failure to so comply would not reasonably be expected to have a Material Adverse Effect. Each Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code either has obtained a favorable determination letter as to its qualified status under the Code or is in a prototype or volume submitter plan document that has been determined pre-approved by the Internal Revenue Service to be so qualified, and each trust related to such plan has been determined to be exempt under Section 501(a) of IRS as is evidenced by a letter from the CodeIRS. No liability has been incurred by the Borrower Company or any ERISA Affiliate which remains unsatisfied for any taxes or penalties with respect to any Employee Benefit Plan or any Multiemployer PlanPlan except for a liability that would not reasonably be expected to have a Material Adverse Effect; (iii) No Pension Plan As of the Borrower has been terminatedClosing Date, and to the knowledge of the Borrower no Pension Plan of any ERISA Affiliate has been terminated, nor has any accumulated Pension Plan failed to satisfy the minimum funding deficiency (as defined in standard within the meaning of such sections of the Code or ERISA, and no Pension Plan has applied for or received a waiver of the minimum funding standard or an extension of any amortization period within the meaning of Section 412 of the Code) been incurred (without regard to any waiver granted under Code or Section 412 302, 303 or 304 of the Code), nor has any funding waiver from the Internal Revenue Service been received or requested with respect to any Pension PlanERISA, nor has the Borrower Company 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 or Multiemployer Plan prior to the 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) or 4063(a) of ERISA with respect to any Pension Plan; (iv) Except where the failure of any of the following representations to be correct in all material respects would not reasonably be expected to have a Material Adverse Effect, neither the Company nor any 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; and (vi) Except where the failure of any of the following representations to be correct in all material respects would not reasonably be expected to have a Material Adverse Effect, no proceeding, claim (other than a benefits claim in the ordinary course of business), lawsuit and/or investigation is existing or, to the knowledge of the Company, threatened concerning or involving any (A) employee welfare benefit plan (as defined in Section 3(1) of ERISA) currently maintained or contributed to by the Company or any ERISA Affiliate, (B) Pension Plan or (C) Multiemployer Plan.

ERISA. (i) Neither As of the Borrower Closing Date, neither the Company nor any ERISA Affiliate maintains or contributes to, or has any obligation under, any Employee Benefit Plans other than those identified on Schedule 5.1(h7.1(i);; --------------- (ii) The Borrower the Company and each ERISA Affiliate is in material 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. Each Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code has been determined by the Internal Revenue Service to be so qualified, and each trust related to such plan has been determined to be exempt under Section 501(a) of the Code. No liability has been incurred by the Borrower Company or any 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 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 Company 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 the 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) or 4063(a) of ERISA with respect to any Pension Plan; (iv) Neither the Company nor any 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 is reasonably expected to occur; and (vi) No proceeding, claim, lawsuit and/or investigation is existing or, to the best knowledge of the Company after due inquiry, threatened concerning or involving any (A) employee welfare benefit plan (as defined in Section 3(1) of ERISA) currently maintained or contributed to by the Company or any ERISA Affiliate, (B) Pension Plan or (C) Multiemployer Plan.

ERISA. (i) No Plan is or has been a Multiemployer Plan. Except for Onyx, neither Borrower nor any ERISA Affiliate of Borrower has maintained any Plan which is subject to Title IV of ERISA. No Reportable Event 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 of Onyx, and each such Plan has complied in all material respects with the applicable provisions of ERISA and the Code; provided, that any non-compliance by the Plan with the applicable provisions of ERISA or the Code that is reasonably likely to subject Borrower to any tax, penalty or other liability, shall be deemed material non-compliance. The present value of all accrued benefits under each such Plan (based on those assumptions used to fund the 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. (ii) If required to be filed, Schedule B (Actuarial Information) to each most recent annual report (Form 5500 Series) has been filed for each applicable Plan with the IRS. Each such schedule is complete and accurate in all material respects and fairly presents the funding status of such applicable Plan. (iii) Each Plan which is intended to be qualified under Section 401 (a) of the Code is so qualified, and each trust related to any such Plan has been determined to be exempt from federal income tax under Section 501 (a) of the Code, and neither Borrower nor any ERISA Affiliate has materially breached any of the responsibilities, obligations or duties imposed on it by ERISA, the Code or regulations promulgated thereunder with respect to any Plan. (iv) Neither the Borrower nor any ERISA Affiliate maintains or contributes to, or has to any obligation under, any Employee Benefit Plans "employee welfare benefit plan" within the meaning of Section 3(1) of ERISA which provides benefits to employees after termination of employment other than those identified on Schedule 5.1(h); (ii) The Borrower and each ERISA Affiliate is in material compliance with all applicable provisions as required by Section 601 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 ERISA, Section 401(b) of the Code has not yet expired. Each Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code has been determined by the Internal Revenue Service to be so qualified, and each trust related to such plan has been determined to be exempt under Section 501(a) 4980B of the Code. No liability has been incurred by the Borrower , or any ERISA Affiliate which remains unsatisfied for any taxes substantially similar state or penalties with respect to any Employee Benefit Plan or any Multiemployer Plan;local law. (iiiv) No Pension Plan of the Borrower has been terminated, and to the knowledge of the Borrower no Pension Plan of any ERISA Affiliate has been terminated, nor has incurred any accumulated funding deficiency (as defined in Section 412 302 of the CodeERISA and 412(a) been incurred (without regard to any waiver granted under Section 412 of the Code), whether or not waived. (vi) Neither Borrower nor any ERISA Affiliate nor any fiduciary of any Plan (i) has engaged in a nonexempt prohibited transaction described in Sections 406 of ERISA or 4975 of the Code or (ii) has taken or failed to take any funding waiver from the Internal Revenue Service been received action which would constitute or requested result in an ERISA Termination Event. (vii) Neither Borrower nor any ERISA Affiliate has incurred, and no condition exists or event or transaction has occurred with respect to any Pension PlanPlan that could result in, any withdrawal liability under Section 4201 of ERISA that remains unpaid or liability to the PBGC which remains outstanding other than the payment of premiums, and there are no such premium payments which have become due which are unpaid. (viii) Neither Borrower nor has the Borrower or any ERISA Affiliate has (i) failed to make a required contribution or payment to a Plan, (ii) made a complete or partial withdrawal from a Multiple Employer Plan or a Multiemployer Plan or (iii) failed to make a required installment or any contributions or to pay any amounts due and owing as other required by Section 412 of the Code, Section 302 of ERISA or the terms of any Pension Plan prior to the due dates of such contributions payment under Section 412 of the Code on or Section 302 of ERISA, before the due date for such installment or other payment. (ix) Neither Borrower nor has there been any event requiring any disclosure ERISA Affiliate is required to provide security to a Plan under Section 4041(c)(3)(C) or 4063(a401(a)(29) of ERISA with respect the Code due to any Pension Plan;a Plan amendment that results in an increase in current liabilities for the plan year.

ERISA. (i) Neither As of the date hereof, 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 5.1(h6.1(i);; --------------- (ii) The Borrower and each ERISA Affiliate is are in material 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. Each Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code has been determined by the Internal Revenue Service to be so qualified, and each trust related to such plan has been determined to be exempt under Section 501(a) of the Code. No liability has been incurred by the Borrower or any 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 Borrower has been terminated, and to the knowledge terminated under Sections 4041(e) or 4042 of the Borrower no Pension Plan of any ERISA Affiliate has been terminatedERISA, 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 the 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) or 4063(a) of ERISA with respect to any Pension Plan; (iv) Neither the Borrower nor any 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 is reasonably expected to occur; and (vi) No proceeding, claim, lawsuit and/or investigation is existing or, to the best knowledge of the Borrower after due inquiry, threatened concerning or involving any (A) employee welfare benefit plan (as defined in Section 3(1) of ERISA) currently maintained or contributed to by the Borrower or any ERISA Affiliate, (B) Pension Plan or (C) Multiemployer Plan.

ERISA. Either (a) there are no ERISA Plans or Multiemployer Plans for any Borrower Entity or any ERISA Affiliate or (b) (i) Neither each Borrower Entity and each ERISA Affiliate has fulfilled its obligations (if any) under the applicable minimum funding standards of ERISA and the Code for each ERISA Plan, (ii) each such ERISA Plan is in compliance in all material respects with the currently applicable provisions of ERISA, the Code and other Governmental Rules, (iii) neither any Borrower Entity nor any ERISA Affiliate maintains has incurred any material liability to the PBGC or contributes to, an ERISA Plan or has any obligation under, any Employee Benefit Plans Multiemployer Plan under Title IV of ERISA (other than those identified on Schedule 5.1(hliability for premiums due in the ordinary course); , (iiiv) The Borrower and each such ERISA Affiliate Plan that is in material compliance with all applicable provisions of ERISA and the regulations and published interpretations thereunder with respect intended to all Employee Benefit Plans except for any required amendments for which the remedial amendment period as defined in qualify under Section 401(b401(e) of the Code has received a favorable determination or opinion letter from the Internal Revenue Service, or the remedial amendment period with respect thereto has not yet expired. Each Employee Benefit Plan that , or an application for such letter is intended to be qualified under Section 401(a) of the Code has been determined currently being processed by the Internal Revenue Service to be so qualifiedwith respect thereto, and each trust related nothing has occurred which could reasonably be expected to cause the loss of such plan has been determined to be exempt under Section 501(aqualification, and (v) of the Code. No liability has been incurred by the no Borrower Entity or any ERISA Affiliate has incurred, or reasonably expects to incur, any material liability (and no event has occurred which remains unsatisfied for any taxes with the giving of notice under Section 4219 of ERISA, would result in such liability) under Section 4201 or penalties with respect to any Employee Benefit Plan or any Multiemployer Plan; (iii) No Pension Plan 4243 of ERISA. The Borrower’s assets do not constitute assets of an employee benefit plan within the meaning of 29 C.F.R. Section 2510.3-101. Borrower has been terminated, and to the knowledge of the Borrower no Pension Plan of any ERISA Affiliate has been terminateddoes not maintain, nor has it at any accumulated funding deficiency (as defined in Section 412 point of the Code) been incurred (without regard its existence maintained, any employee-benefit plans that were subject 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 the due dates of such contributions under Section 412 of the Code or Section 302 Title IV of ERISA, nor has there been any event requiring any disclosure under Section 4041(c)(3)(C) or 4063(a) of ERISA with respect to any Pension Plan;.

ERISA. (i) Neither Schedule 4.14 hereto lists all Plans maintained or contributed to by Borrower or any of its ERISA Affiliates, and separately identifies any Multiemployer Plans of Borrower or any of its ERISA Affiliates and any Welfare Plans. Each such Plan has been determined by the Borrower nor IRS to be tax qualified under IRC Section 401(a), and the trusts created thereunder have been determined to be exempt from tax under the provisions of IRC Section 501, and nothing has occurred which would cause the loss of such qualification or tax- exempt status or the imposition of any IRC or ERISA Affiliate maintains liability or contributes to, or has any obligation under, any Employee Benefit Plans other than those identified on Schedule 5.1(h); (ii) The Borrower and each ERISA Affiliate penalty in excess of $1,000,000. Each such Plan is in compliance in all material compliance respects with all the applicable provisions of ERISA and the regulations IRC, including the filing of reports required under ERISA, the IRC or any other applicable law or regulation with the relevant Governmental Authority the failure of which to file could reasonably be expected to result in a liability of Borrower or such ERISA Affiliate in excess of $1,000,000 and published interpretations thereunder with respect to all Employee Benefit Plans except for any required amendments for such reports which the remedial amendment period are true and correct in all material respects as defined in Section 401(b) of the Code has not yet expireddate given. Each Employee Benefit Plan that is intended to be qualified under Section 401(a) None of the Code has been determined by the Internal Revenue Service to be so qualifiedBorrower, and each trust related to such plan has been determined to be exempt under Section 501(a) any of the Code. No liability has been incurred by the Borrower its Subsidiaries or any of its ERISA Affiliate which remains unsatisfied for any taxes or penalties Affiliates, with respect to any Employee Benefit Plan of their Plans, has failed to make any contribution or pay any amount due as required under Section 412 of the IRC or Section 302 of ERISA or the terms of any such Plan. Neither Borrower nor any of its ERISA Affiliates has engaged in a "prohibited transaction," as such term is defined in IRC Section 4975 and Title I of ERISA in connection with any of their Plans which would subject, or has a reasonable likelihood of subjecting, Borrower or such ERISA Affiliate (after giving effect to any exemption) to the tax on prohibited transactions imposed by IRC Section 4975 or any Multiemployer Plan; (iii) other liability, provided that the "amount involved" under said section is in excess of $1,000,000. No Pension Plan of the Borrower has been terminated, and to the knowledge or any of the Borrower no Pension its ERISA Affiliates which is not a Multiemployer Plan of any ERISA Affiliate has been terminated, nor has any accumulated funding deficiency (as defined in IRC Section 412 of the Code412(a)) been incurred (without regard to any waiver granted under IRC Section 412 of the Code412), nor has any funding waiver from the Internal Revenue Service IRS been received or requested with respect to requested. There has not been any Pension Plan, nor has the Borrower Reportable Event 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 the 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) or 4063(a) of ERISA with respect to any Pension Plan of Borrower or any of its ERISA Affiliates (other than a Multiemployer Plan;), if any of the foregoing could reasonably result in liability of Borrower or any of its ERISA Affiliates in excess of $1,000,000. The value of the assets of each Plan of Borrower or any of its ERISA Affiliates (other than a Multiemployer Plan) equalled or exceeded the present value of the accrued benefits of each such Plan as of the end of the preceding Plan year using Plan actuarial assumptions as in effect for such Plan year. There are no claims (other than claims for benefits in the normal course), actions or lawsuits asserted or instituted against, and neither Borrower nor any of its ERISA Affiliates has knowledge of any threatened litigation or claims against (i) the assets of any of their Plans (other than a Multiemployer Plan) or against any fiduciary of such Plan with respect to the operation of such Plan or (ii) Borrower, any of its Subsidiaries or any of Borrower's ERISA Affiliates with respect to any of their Plans which, if adversely determined, could have a material effect on the business, operations, properties, assets or conditions (financial or otherwise) of Borrower or any of its ERISA Affiliates, taken as a whole. Any bond required to be obtained by Borrower or any of its ERISA Affiliates under ERISA with respect to any Plan has been obtained and is in full force and effect. Neither Borrower nor any of its ERISA Affiliates has incurred (a) any Withdrawal Liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Section 4201 of ERISA as a result of a complete or partial withdrawal (within the meaning of Section 4203 or 4205 of ERISA) from a Multiemployer Plan, which would exceed $1,000,000 in the aggregate or (b) any liability under ERISA Section 4062 to the PBGC, to a trust established under ERISA Section 4041 or 4042 or to a trustee appointed under ERISA Section 4042. Neither Borrower nor any of its ERISA Affiliates nor any organization to which Borrower or such ERISA Affiliate is a successor or parent corporation within the meaning of ERISA Section 4069(b) has engaged in a transaction within the meaning of ERISA Section 4069. Except as set forth on Schedule 4.14 hereto, neither Borrower nor any of its Subsidiaries maintains or has established any Welfare Plan. Borrower and each of its ERISA Affiliates has complied in all material respects with the notice and continuation coverage requirements of Section 4980B of the IRC and the regulations thereunder. Except as set forth on Schedule 4.14 hereto, no liability under any Plan of Borrower or any of its ERISA Affiliates has been funded, nor has such obligation been satisfied, with the purchase of a contract from an insurance company that is not rated AAA by Standard & Poor's Corporation and the equivalent by each other nationally recognized statistical rating organization.

ERISA. (i) Neither As of the Amended and Restated Closing Date, 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 5.1(h7.1(i); (ii) The Borrower and each ERISA Affiliate is in material 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 expiredexpired and except where a failure to so comply could not reasonably be expected to have a Material Adverse Effect. Each Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code has been determined by the Internal Revenue Service to be so qualified, and each trust related to such plan has been determined to be exempt under Section 501(a) of the CodeCode except for such plans that have not yet received determination letters but for which the remedial amendment period for submitting a determination letter has not yet expired. No liability has been incurred by the Borrower or any ERISA Affiliate which remains unsatisfied for any taxes or penalties with respect to any Employee Benefit Plan or any Multiemployer PlanPlan except for a liability that could not reasonably be expected to have a Material Adverse Effect; (iii) No Pension Plan As of the Borrower has been terminatedAmended and Restated Closing Date, 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 the 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) or 4063(a) of ERISA with respect to any Pension Plan; (iv) Except where the failure of any of the following representations to be correct in all material respects could not reasonably be expected to have a Material Adverse Effect, neither the Borrower nor any ERISA Affiliate has: (A) engaged in a nonexempt prohibited transaction described in Section 406 of 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 is reasonably expected to occur; and (vi) Except where the failure of any of the following representations to be correct in all material respects could not reasonably be expected to have a Material Adverse Effect, no proceeding, claim (other than a benefits claim in the ordinary course of business), lawsuit and/or investigation is existing or, to the best knowledge of the Borrower after due inquiry, threatened concerning or involving any (A) employee welfare benefit plan (as defined in Section 3(1) of ERISA) currently maintained or contributed to by the Borrower or any ERISA Affiliate, (B) Pension Plan or (C) Multiemployer Plan.

ERISA. (ia) Neither the Borrower nor any ERISA Affiliate maintains or contributes toSchedule 3.14 contains a list identifying each “employee benefit plan”, or has any obligation under, any Employee Benefit Plans other than those identified on Schedule 5.1(h); (ii) The Borrower and each ERISA Affiliate is in material 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(b3(3) of ERISA, and each other material employee benefit plan, policy or arrangement currently being maintained, administered or contributed to by the Company for the benefit of any current employee of the Company (each, an “Benefit Plan”), but excluding in any case plans sponsored by any Governmental Authority. Copies of each Benefit Plan have been made available to the Purchaser and, with respect to each such Benefit Plan, copies of any amendments thereto and, if applicable, related trust agreements, the most recent annual reports on Form 5500, and any favorable determination letter issued by the Internal Revenue Service. (b) Except as disclosed on Schedule 3.14(b) or except as would not have a Material Adverse Effect, each Benefit Plan has been maintained, operated and administered, in all material respects, in compliance with its terms and any related documents or agreements and the applicable provisions of ERISA, the Code and other applicable laws, except in any case in which any Benefit Plan is currently required to comply with a provision of ERISA or of the Code, but is not yet required to be amended to reflect such provision, it has been administered in all material respects in accordance with such provision of ERISA or of the Code. (c) Except as disclosed on Schedule 3.14(c), no Benefit Plan is a “multiemployer plan” within the meaning of Section 3(37) of ERISA. The Company has not yet expired. Each Employee received notice with respect to any Benefit Plan that is intended to be qualified under Section 401(aa multiemployer plan of (i) of the Code has been determined any failure by the Internal Revenue Service to be so qualified, and each trust related to such plan has been determined to be exempt under Section 501(a) satisfy the minimum funding requirements of the Code. No liability has been incurred by the Borrower or any 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 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, (ii) any application for or receipt of a waiver of such minimum funding requirements with respect to such plan, or (iii) such plan’s insolvency, entry into reorganization within the meaning of Section 302 4241 of ERISA, intention to terminate or proposed or threatened termination. (d) No Benefit Plan provides, with respect to employees of the Company or any Subsidiary, death or medical benefits beyond termination of service or retirement other than (i) coverage mandated by law or (ii) benefits under an Benefit Plan qualified under Code Section 401(a). (e) All contributions with respect to or on behalf of employees of the Company to any Benefit Plan which is an “employee pension benefit plan” within the meaning of Section 3(2) of ERISA or which have been required in accordance with the terms of any Pension such Benefit Plan prior to the due dates of such contributions under Section 412 of the Code have been timely made or Section 302 of ERISA, nor has there been any event requiring any disclosure under Section 4041(c)(3)(C) or 4063(a) of ERISA with respect to any Pension Plan;accrued.

ERISA. (ia) Neither the Borrower nor any ERISA Affiliate maintains or contributes to, or has any obligation under, any Employee All Parent Benefit Plans other than those identified on Schedule 5.1(h); (ii) The Borrower that are subject to ERISA have been administered in accordance with, and each ERISA Affiliate is are in material compliance with all with, the applicable provisions of ERISA and the regulations and published interpretations thereunder with respect to all Employee ERISA. Each of Parent 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. Each Employee Benefit Plan that is intended to be qualified under meet the requirements of Section 401(a) of the Code has been determined by the Internal Revenue Service to be so qualified, and each trust related to meet such plan has been determined to be exempt under Section 501(a) requirements within the meaning of the Codesuch provision. No liability has been incurred by the Borrower or any ERISA Affiliate which remains unsatisfied for any taxes or penalties with respect to any Employee Parent Benefit Plan is subject to Title IV of ERISA or any Multiemployer Plan; (iii) No Pension Plan of the 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 . Neither Parent nor any waiver granted under of its Subsidiaries has engaged in any non-exempt "prohibited transactions," as such term is defined in 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 the due dates of such contributions under Section 412 4975 of the Code or Section 302 406 of ERISA, nor has there been involving Parent Benefit Plans that would subject Parent or any event requiring any disclosure of its Subsidiaries to the penalty or tax imposed under Section 4041(c)(3)(C) or 4063(a502(i) of ERISA with respect or Section 4975 of the Code. Neither Parent nor any of its Subsidiaries has engaged in any transaction described in Section 4069 of ERISA within the last five years. Except as disclosed in Schedule 5.20 hereto or pursuant to the terms of ------------- Parent Benefit Plans, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i) result in any payment (including, without limitation, severance, unemployment compensation or golden parachute) becoming due to any director or other employee of Parent or any of its Subsidiaries, (ii) increase any benefits otherwise payable under any Parent Benefit Plan or (iii) result in the acceleration of the time of payment or vesting of any such benefits to any extent. (b) No notice of a "reportable event," within the meaning of Section 4043 of ERISA for which the 30-day reporting requirement has not been waived, has been required to be filed for any Parent Benefit Plan that is an "employee pension benefit plan" within the meaning of Section 3(2) of ERISA and that is intended to meet the requirements of Section 401(a) of the Code, or by any entity that is considered one employer with Parent under Section 4001 of ERISA or Section 414 of the Code (an "ERISA Affiliate"), within the 12-month period ending on the date hereof. Neither Parent nor any Subsidiary has incurred any liability to the Pension Plan;Benefit Guaranty Corporation in respect of any Parent Benefit Plan that remains unpaid.

ERISA. (ia) Neither The present value of all benefits vested under all Pension Plans did not, as of the most recent valuation date of such Pension Plans, exceed the value of the assets of the Pension Plans allocable to such vested benefits by an amount which would represent a potential material liability of Borrower nor any ERISA Affiliate maintains or contributes toaffect materially the ability of Borrower to perform the Loan Documents. (b) No Plan or trust created thereunder, or any trustee or administrator thereof, has engaged in a “prohibited transaction” (as such term is defined in Section 406 of ERISA or Section 4975 of the Code) which could subject such Plan or any obligation underother Plan, any Employee Benefit Plans other than those identified trust created thereunder, or any trustee or administrator thereof, or any party dealing with any Plan or any such trust to the tax or penalty on Schedule 5.1(h);prohibited transactions imposed by Section 502 of ERISA or Section 4975 of the Code. (iic) The Borrower and each ERISA Affiliate is No Pension Plan or trust has been terminated, except in material compliance accordance with all applicable provisions of ERISA the Code, ERISA, and the regulations of the Internal Revenue Service and published interpretations thereunder with respect the PBGC as applicable to all Employee Benefit Plans except for any required amendments for solvent plans in which the remedial amendment period benefits of participants are fully protected. No “reportable event” as defined in Section 401(b) 4043 of the Code ERISA has occurred for which notice has not yet expired. Each Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code has been determined by the Internal Revenue Service to be so qualified, and each trust related to such plan has been determined to be exempt under Section 501(a) of the Code. No liability has been incurred by the Borrower waived or any ERISA Affiliate for which remains unsatisfied for any taxes or penalties with respect to any Employee Benefit Plan or any Multiemployer Plan;alternative notice procedures are permitted. (iiid) No Pension Plan of the Borrower or trust created thereunder has been terminated, and to the knowledge of the Borrower no Pension Plan of incurred any ERISA Affiliate has been terminated, nor has any “accumulated funding deficiency deficiency” (as such term is 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 the due dates of such contributions under Section 412 of the Code or Section 302 of ERISA) whether or not waived, nor since the effective date of ERISA. (e) The required allocations and contributions to Pension Plans will not violate Section 415 of the Code. (f) Borrower has there been any event requiring any disclosure under Section 4041(c)(3)(C) or 4063(a) of ERISA with respect no withdrawal liability to any Pension Plan;trust created pursuant to a multi-employer pension or benefit plan nor would it be subject to any such withdrawal liability in excess of Two Hundred Fifty Thousand Dollars ($250,000) if it withdrew from any such plan or if its participation therein were otherwise terminated.

ERISA. (i) Neither the Borrower nor any ERISA Affiliate [ No Credit Party maintains or contributes toto any Pension Plan subject to Title IV of ERISA. There is no accumulated funding deficiency within the meaning of Section 412 of the Internal Revenue Code or Section 302 of ERISA, or has any obligation under, any Employee Benefit Plans other than those identified on Schedule 5.1(h); (ii) The Borrower and each ERISA Affiliate is in material compliance with all applicable provisions of ERISA and the regulations and published interpretations thereunder outstanding liability with respect to all Employee Benefit any Pension Plans except for any required amendments for which owed to the remedial amendment period PBGC other than future premiums due and owing pursuant to Section 4007 of ERISA, and no “reportable event” as defined in Section 401(b4043(c) of ERISA has occurred (a) Except as could not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect, (i) each Employee Benefit Plan is in compliance with the applicable provisions of ERISA, the Code and other federal or state laws and (ii) each Employee Pension Benefit Plan that is maintained for employees of the Borrower or any Subsidiary, or with respect to which the Borrower or any Subsidiary is required to contribute on behalf of any of its employees or with respect to which the Borrower has any liability, and that is intended to be a qualified plan under Section 401(a) of the Code has not yet expired. Each received a favorable determination letter from the IRS to the effect that the form of such Employee Pension Benefit Plan that is intended to be qualified under Section 401(a) of the Code and the trust related thereto has been determined by the Internal Revenue Service to be so qualified, and each trust related to such plan has been determined IRS to be exempt from federal income tax under Section 501(a) of the Code. No liability has been incurred , or an application for such a letter is currently being processed by the Borrower IRS, and, to the knowledge of the Borrower, nothing has occurred that would prevent or cause the loss of such tax-qualified status. (b) There are no pending or, to the knowledge of the Borrower, threatened or contemplated claims, actions or lawsuits, or action by any ERISA Affiliate which remains unsatisfied for any taxes or penalties Governmental Authority, with respect to any Employee Benefit Plan that, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Multiemployer Plan;Employee Benefit Plan that, either individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect. (iiic) No Pension Plan of ERISA Event has occurred, and neither the Borrower has been terminated, and to the knowledge of the Borrower no Pension Plan of nor any ERISA Affiliate has been terminatedis aware of any fact, nor has any accumulated funding deficiency (as defined event or circumstance that, either individually or in Section 412 of the Code) been incurred (without regard aggregate, could reasonably be expected to any waiver granted under Section 412 of the Code), nor has any funding waiver from the Internal Revenue Service been received constitute or requested result in an ERISA Event with respect to any Pension Plan that, either individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect. (d) The present value of all accrued benefits under each Pension Plan (based on those assumptions used to fund such Pension Plan) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Pension Plan allocable to such accrued benefits by a material amount. As of the most recent valuation date for each Multiemployer Plan, nor has the potential liability of the Borrower or any ERISA Affiliate failed for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 or Section 4205 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, is zero. (e) To the extent applicable, each Foreign Plan has been maintained in compliance with its terms and with the requirements of any and all applicable Requirements of Law and has been maintained, where required, in good standing with applicable regulatory authorities, except to make the extent that the failure so to comply could not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. Neither the Borrower nor any contributions Subsidiary has incurred any material obligation in connection with the termination of or withdrawal from any Foreign Plan. The present value of the accrued benefit liabilities (whether or not vested) under each Foreign Plan that is funded, determined as of the end of the most recently ended fiscal year of the Borrower or any Subsidiary, as applicable, on the basis of actuarial assumptions, each of which is reasonable, did not exceed the current value of the property of such Foreign Plan by a material amount, and for each Foreign Plan that is not funded, the obligations of such Foreign Plan are properly accrued. (f) None of the Credit Parties is (1) an “employee benefit plan” subject to pay any amounts due and owing as required by Title I of ERISA, (2) a plan or account subject to Section 412 4975 of the Code, Section 302 (3) an entity deemed to hold “plan assets” of any such plans or accounts for purposes of ERISA or the terms of any Pension Plan prior to Code, or (4) a “governmental plan” within the due dates of such contributions under Section 412 of the Code or Section 302 meaning of ERISA, nor has there been any event requiring any disclosure under Section 4041(c)(3)(C) or 4063(a) of ERISA with respect to any Pension Plan;.

ERISA. (i) Neither the Borrower nor any ERISA Affiliate Related Company maintains or contributes to, or has to any obligation under, any Employee Benefit Plans Plan other than those identified listed on Schedule 5.1(h6.1(o); (ii) The Borrower and each ERISA Affiliate . Each such Benefit Plan is in material substantial compliance with all applicable provisions of ERISA and the regulations Code, including but not limited to those provisions thereof relating to reporting and published interpretations thereunder disclosure, and neither the Borrower nor any Related Company has received any notice asserting that a Benefit Plan is not in compliance with respect ERISA. No material liability to all Employee Benefit Plans except for the PBGC or to a Multiemployer Plan has been, or is expected to be, incurred by the Borrower or any required amendments for which the remedial amendment period as defined in Section 401(b) of the Code has not yet expiredRelated Company. Each Employee Benefit Plan that is intended to be qualified qualify under Section 401(a) of the Code has been determined by the Internal Revenue Service to be so qualified, qualifies and each any related trust related to such plan has been determined to be is exempt from federal income tax under Section 501(a) of the Code. No liability A favorable determination letter from the IRS has been incurred by issued (or applied for) with respect to each such plan and trust and nothing has occurred since the date of any such determination letter issued, that would adversely affect such qualification or tax-exempt status. No Benefit Plan subject to the minimum funding standards of the Code has failed to meet such standards. Neither the Borrower nor any Related Company has transferred any pension plan liability in a transaction that could be subject to Sections 4069 or 4212(c) of ERISA. Neither the Borrower nor any ERISA Affiliate which remains unsatisfied for Related Company has any taxes liability, direct or penalties contingent, with respect to any Employee Benefit Plan or any Multiemployer Plan; (iii) No Pension other than to make payments to the Benefit Plan of the Borrower has been terminatedin accordance with its terms, and to there are no pending or threatened claims against any Benefit Plan. No nonexempt prohibited transaction with the knowledge meaning 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 the due dates of such contributions under Section 412 4975 of the Code or Section 302 406 of ERISA, nor ERISA has there been occurred with respect to a Benefit Plan. No employee or former employee of the Borrower or any event requiring Related Company is or may become entitled to any disclosure benefit under a Benefit Plan that is a "welfare plan" within the meaning of Section 4041(c)(3)(C) or 4063(a3(1) of ERISA following such employee's termination of employment. Each such welfare plan that is a group health plan has been operated in compliance with respect to the provisions of Section 4980B of the Code and Sections 601-609 of ERISA and any Pension Plan;applicable provisions of state law that are similar.

ERISA. (i) Neither None of the Borrower nor any ERISA Affiliate or its Controlled Group maintains or contributes to, or has to any obligation under, any Employee Benefit Plans Plan subject to Title IV of ERISA other than those identified on Schedule 5.1(h); disclosed to the Administrative Lender in writing. Each such Plan (iiother than any Multiemployer Plan) The is in compliance in all material respects with the applicable provisions of ERISA, the Code, and any other applicable Law, except to the extent that failure to so comply would not reasonably be expected to have a Material Adverse Effect. With respect to each Plan (other than any Multiemployer Plan) of the Borrower and each member of its Controlled Group, all reports required under ERISA Affiliate is in material compliance with all applicable provisions of ERISA and the regulations and published interpretations thereunder with respect to all Employee Benefit Plans except for or any required amendments for which the remedial amendment period as defined in Section 401(b) of the Code has not yet expired. Each Employee Benefit Plan that is intended other Applicable Law to be qualified under Section 401(a) filed with any Tribunal, the failure of the Code has been determined by the Internal Revenue Service which to file could reasonably be so qualified, and each trust related expected to such plan has been determined to be exempt under Section 501(a) result in liability of the Code. No liability has been incurred by the Borrower or any ERISA Affiliate which remains unsatisfied for any taxes or penalties with respect to any Employee Benefit Plan or any Multiemployer Plan; (iii) member of its Controlled Group in excess of $100,000, have been duly filed. All such reports are true and correct in all material respects as of the date given. No Pension Plan of the Borrower or any member of its Controlled Group has been terminated, and to the knowledge terminated under Section 4041(c) of the Borrower no Pension Plan of any ERISA Affiliate has been terminated, nor has any accumulated funding deficiency (as defined in Section 412 412(a) 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 the result of which could reasonably be expected to any Pension Plan, nor has have a Material Adverse Effect. None of the Borrower or any ERISA Affiliate member of its Controlled Group has failed to make any contributions contribution or to pay any amounts amount due and or owing as required by Section 412 of the Code, Section 302 of ERISA or under the terms of any Pension Plan prior to the due dates of such contributions under Plan, or by Section 412 of the Code or Section 302 of ERISA by the due date under Section 412 of the Code and Section 302 of ERISA, nor the result of which could reasonably be expected to have a Material Adverse Effect. There has there been no ERISA Event or any event requiring any disclosure under Section 4041(c)(3)(C) or 4063(a) of ERISA with respect to any Pension Plan;Plan or its related trust of the Borrower or any member of its Controlled Group since the effective date of ERISA. There are no pending, or to the Borrower's knowledge threatened, claims, lawsuits or actions (other than routine claims for benefits in the ordinary course) asserted or instituted against, and neither the Borrower nor any member of its Controlled Group has

ERISA. (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 5.1(h); (ii) The Borrower Each Plan is administered in compliance in all material respects with its terms and each ERISA Affiliate is in material compliance with all applicable provisions of ERISA and the regulations Code. No Plan is subject to Title IV of ERISA; neither the Borrower nor any other Person, including any fiduciary, has engaged in any Prohibited Transaction which could reasonably be expected to subject the Borrower or any of its Subsidiaries, or any entity which they have an obligation to indemnify, to any material tax or penalty imposed under Section 4975 of the Code or Section 502(i) of ERISA; no Plan has been terminated and, to the best knowledge of the Borrower, no notice of intent to terminate a Plan has been filed which, as a result thereof could reasonably be expected to result in liability to the Borrower or any of its Subsidiaries; no Plan is a Multiemployer Plan and published interpretations thereunder neither the Borrower nor any ERISA Affiliate has completely or partially withdrawn under Section 4201 or 4204 of ERISA from a Multiemployer Plan which, as a result thereof could reasonably be expected to result in liability to the Borrower or any of its Subsidiaries, or incurred liability with respect to Section 515 of ERISA; the Borrower has met the applicable minimum funding requirements under ERISA with respect to all Employee Benefit of its Plans except for any required amendments for which and there has been no material failure on the remedial amendment period as defined in Section 401(b) part of the Code Borrower's ERISA Affiliates to meet such requirements; a favorable determination letter from the IRS has not yet expired. Each Employee Benefit been received with respect to each Plan that is intended to be qualified under Section 401(a) or 401(k) of the Code and nothing has been determined by the Internal Revenue Service occurred which could reasonably be expected to be so qualified, adversely affect such determination; there is no lien outstanding or security interest given in connection with a Plan; and each trust related to such plan has been determined to be exempt under Section 501(a) of the Code. No liability has been incurred by neither the Borrower or any 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 Borrower has been terminated, and to the knowledge of the Borrower no Pension Plan of nor any ERISA Affiliate has been terminatedliability for retiree medical, nor has any accumulated funding deficiency life insurance or other death benefits (contingent or otherwise) other than as defined in a result of a continuation of medical coverage required under Section 412 4980B 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 the 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) or 4063(a) of ERISA with respect to any Pension Plan;.

ERISA. (i) Neither the Borrower nor any ERISA Affiliate maintains or contributes to, or has any obligation under, any current Employee Benefit Plans other than those identified on Schedule 5.1(h6.1(j); (ii) The Each of the Borrower and each its ERISA Affiliate Affiliates is in material 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. Each Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code has been determined by the Internal Revenue Service to be so qualified, and each trust related to such plan has been determined to be exempt under Section 501(a) of the Code. No liability has been incurred by the Borrower or any 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 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 the 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)(C4041(c) (3) (C) or 4063(a) of ERISA with respect to any Pension Plan; (iv) Neither the Borrower nor any ERISA Affiliate has: (A) engaged in a nonexempt prohibited transaction described in section 406 of 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 is reasonably expected to occur; and (vi) No proceeding, claim, lawsuit and/or investigation is existing or, to the best knowledge of the Borrower, threatened concerning or involving any (A) employee welfare benefit plan (as defined in Section 3(1) of ERISA) currently maintained or contributed to by the Borrower or any ERISA Affiliate, (B) Pension Plan or (C) Multiemployer Plan.

ERISA. Except as would not reasonably be expected to result in a Material Adverse Effect: (a) The Borrower, each Subsidiary and each ERISA Affiliate have complied with ERISA and, where applicable, the Code regarding each Plan. (b) No act, omission or transaction has occurred which could result in imposition on the Borrower, any Subsidiary or any ERISA Affiliate (whether directly or indirectly) of (i) Neither either a civil penalty assessed pursuant to Section 502(c), (i) or (l) of ERISA or a tax imposed pursuant to Chapter 43 of Subtitle D of the Borrower nor Code or (ii) breach of fiduciary duty liability damages under Section 409 of ERISA. (c) No Plan (other than a defined contribution plan) or any trust created under any such Plan has been terminated since September 2, 1974. No liability to the PBGC (other than for the payment of current premiums which are not past due) by the Borrower, any Subsidiary or any ERISA Affiliate has been or is expected by the Borrower, any Subsidiary or any ERISA Affiliate to be incurred with respect to any Plan. No ERISA Event with respect to any Plan has occurred. (d) Full payment when due has been made of all amounts which the Borrower, any Subsidiary or any ERISA Affiliate is required under the terms of each Plan or applicable law to have paid as contributions to such Plan, and there has been no failure to satisfy the minimum funding standards (as defined in Section 302 of ERISA and Section 412 of the Code), whether or not waived, with respect to any Plan. (e) None of the Borrower, any Subsidiary or any ERISA Affiliate sponsors, maintains or contributes to, or has at any obligation undertime in the preceding six calendar years, any Employee Benefit Plans other than those identified on Schedule 5.1(h); (ii) The Borrower and each ERISA Affiliate is in material 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. Each Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code has been determined by the Internal Revenue Service to be so qualifiedsponsored, and each trust related to such plan has been determined to be exempt under Section 501(a) of the Code. No liability has been incurred by the Borrower maintained or any ERISA Affiliate which remains unsatisfied for any taxes or penalties with respect to any Employee Benefit Plan or contributed to, any Multiemployer Plan; (iii) No Pension Plan of the 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 the 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) or 4063(a) of ERISA with respect to any Pension Plan;.

ERISA. Except as disclosed in the audited financial statements of the BORROWER for the year ended December 31, 1994 and the notes thereto or in the Annual Report of the BORROWER on Form 10-K for the year then ended: (i) Neither neither the Borrower BORROWER nor any ERISA Affiliate AFFILIATE maintains or contributes to, or has any obligation under, any Employee Benefit Plans EMPLOYEE BENEFIT PLANS other than those identified on Schedule 5.1(h6.1(i); (ii) The Borrower the BORROWER and each ERISA Affiliate AFFILIATE is in compliance in all material compliance respects with all applicable provisions of ERISA and the regulations and published interpretations thereunder with respect to all Employee Benefit Plans EMPLOYEE BENEFIT PLANS except for any required amendments for which the remedial amendment period as defined in Section 401(b) of the Code CODE has not yet expired. Each Employee Benefit Plan EMPLOYEE BENEFIT PLAN that is intended to be qualified under Section 401(a) of the Code CODE has been determined by the Internal Revenue Service to be so qualifiedqualified or an application for such determination is pending with the Internal Revenue Service, and each trust related to such plan has been determined to be exempt under Section 501(a) of the CodeCODE (or an application for such determination is pending). No liability has been incurred by the Borrower BORROWER or any ERISA Affiliate AFFILIATE which remains unsatisfied for any taxes or penalties with respect to any Employee Benefit Plan EMPLOYEE BENEFIT PLAN, or any Multiemployer PlanMULTIEMPLOYER PLAN; (iii) No Pension Plan of the Borrower PENSION PLAN has been terminated, and to the knowledge of the Borrower no Pension Plan of any ERISA Affiliate has been terminatedterminated which resulted in liability that remains outstanding, nor has any accumulated funding deficiency (as defined in Section 412 of the CodeCODE) been incurred which remains outstanding (without regard to any waiver granted under Section 412 of the CodeCODE), nor has any funding waiver from the Internal Revenue Service been received or requested with respect to any Pension PlanPENSION PLAN, nor has the Borrower BORROWER or any ERISA Affiliate AFFILIATE failed to make any contributions or to pay any amounts due and owing as required by Section 412 of the CodeCODE, Section 302 of ERISA or the terms of any Pension Plan PENSION PLAN prior to the due dates of such contributions under Section 412 of the Code CODE or Section 302 of ERISAERISA which contributions or amounts remain outstanding, nor has there been any event requiring any disclosure under Section 4041(c)(3)(C4041(c) (3) (C) or 4063(a) of ERISA with respect to any Pension PlanPENSION PLAN; (iv) Neither the BORROWER nor any ERISA AFFILIATE has: (1) engaged in a material nonexempt prohibited transaction described in Section 406 of the ERISA or Section 4975 of the CODE which remains uncorrected, (2) incurred any material liability to the PBGC which remains outstanding other than the payment of premiums and there are no premium payments which are due and unpaid, (3) failed to make a material required contribution or payment to a MULTIEMPLOYER PLAN which contribution or payment remains outstanding, or (4) failed to make a required installment or other required payment under Section 412 of the CODE which installment or payment remains outstanding; (v) No TERMINATION EVENT has occurred or is reasonably expected to occur; and (vi) No proceeding, claim, lawsuit and/or investigation is existing or, to the best knowledge of the BORROWER after due inquiry, threatened concerning or involving any (1) employee welfare benefit plan (as defined in Section 3(l) of ERISA) currently maintained or contributed to by the BORROWER or any ERISA AFFILIATE, (2) PENSION PLAN or (3) MULTIEMPLOYER PLAN, which by itself or together with one or more other such proceedings, claims, lawsuits or investigations could reasonably be expected to result in a MATERIAL ADVERSE EFFECT.

ERISA. (i) Neither As of the Closing Date, no Borrower nor or any ERISA Affiliate maintains or contributes to, or has any obligation under, any Employee Benefit Plans other than those identified on Schedule 5.1(h7.1(i); (ii) The Each Borrower and each ERISA Affiliate is in material 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 expiredexpired and except where a failure to so comply could not reasonably be expected to have a Material Adverse Effect. Each Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code has been determined by the Internal Revenue Service to be so qualified, and each trust related to such plan has been determined to be exempt under Section 501(a) of the CodeCode except for such plans that have not yet received determination letters but for which the remedial amendment period for submitting a determination letter has not yet expired. No liability has been incurred by the any Borrower or any ERISA Affiliate which remains unsatisfied for any taxes or penalties with respect to any Employee Benefit Plan or any Multiemployer PlanPlan except for a liability that could not reasonably be expected to have a Material Adverse Effect; (iii) No Pension Plan As of the Borrower has been terminatedClosing Date, 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 any 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 the 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) or 4063(a) of ERISA with respect to any Pension Plan; (iv) Except where the failure of any of the following representations to be correct in all material respects could not reasonably be expected to have a Material Adverse Effect, no Borrower or any 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 is reasonably expected to occur; and (vi) Except where the failure of any of the following representations to be correct in all material respects could not reasonably be expected to have a Material Adverse Effect, no proceeding, claim (other than a benefits claim in the ordinary course of business), lawsuit and/or investigation is existing or, to the best knowledge of any Borrower after due inquiry, threatened concerning or involving any (A) employee welfare benefit plan (as defined in Section 3(1) of ERISA) currently maintained or contributed to by any Borrower or any ERISA Affiliate, (B) Pension Plan or (C) Multiemployer Plan.

ERISA. (i) Neither As of the Closing Date, 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 5.1(h6.1(i); (ii) The Borrower and each ERISA Affiliate is in material 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, except where the failure to so comply would not reasonably be expected to have a Material Adverse Effect. Each Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code has been determined by the Internal Revenue Service to be so qualified, and each trust related to such plan has been determined to be exempt under Section 501(a) of the Code. No liability has been incurred by the Borrower or any ERISA Affiliate which remains unsatisfied for any taxes or penalties with respect to any Employee Benefit Plan or any Multiemployer Plan, except where such liability would not reasonably be expected to have a Material Adverse Effect; (iii) No Pension Plan of the 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 the 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) or 4063(a) of ERISA with respect to any Pension Plan; (iv) Neither the Borrower nor any ERISA Affiliate has: (A) engaged in a nonexempt prohibited transaction described in Section 406 of the ERISA or Section 4975 of the Code, which would result in material liability under ERISA or 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 is reasonably expected to occur; and (vi) No proceeding, claim (except for ordinary claims for benefits under an Employee Benefit Plan), lawsuit and/or investigation is existing or, to the best knowledge of the Borrower after due inquiry, threatened concerning or involving any (A) employee welfare benefit plan (as defined in Section 3(1) of ERISA) currently maintained or contributed to by the Borrower or any ERISA Affiliate, (B) Pension Plan or (C) Multiemployer Plan.