Common use of ERISA Clause in Contracts

ERISA. Except as would not result or be reasonably expected to result in a Material Adverse Effect: (a) During the five-year period prior to the date on which this representation is made or deemed made (i) no Termination Event has occurred, and, to the best knowledge of the Borrower, no event or condition has occurred or exists as a result of which any Termination Event would be reasonably expected to occur, with respect to any Plan, (ii) no “accumulated funding deficiency,” as such term is defined in Section 302 of ERISA and Section 412 of the Code, whether or not waived, has occurred with respect to any Plan, (iii) each Plan has been maintained, operated, and funded in compliance with its own terms and in material compliance with the provisions of ERISA, the Code, and any other applicable federal or state laws, and (iv) no Lien in favor or the PBGC or a Plan has arisen or is reasonably likely to arise on account of any Plan. (b) No liability has been or is reasonably expected by the Borrower to be incurred under Sections 4062, 4063 or 4064 of ERISA with respect to any Single Employer Plan by the Borrower or any of its Subsidiaries. (c) The actuarial present value of all “benefit liabilities” under each Single Employer Plan (determined within the meaning of Section 401(a)(2) of the Code, utilizing the actuarial assumptions used to fund such Plans), whether or not vested, did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the current value of the assets of such Plan allocable to such accrued liabilities, except as disclosed in the Borrower’s financial statements. (d) Neither the Borrower nor any ERISA Affiliate has incurred, or, to the best knowledge of the Borrower, is reasonably expected to incur, any withdrawal liability under ERISA to any Multiemployer Plan or Multiple Employer Plan. Neither the Borrower nor any ERISA Affiliate has received any notification that any Multiemployer Plan is in reorganization (within the meaning of Section 4241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA), or has been terminated (within the meaning of Title IV of ERISA), and no Multiemployer Plan is, to the best knowledge of the Borrower, reasonably expected to be in reorganization, insolvent, or terminated. (e) No prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) or breach of fiduciary responsibility has occurred with respect to a Plan, which has subjected or would be reasonably likely to subject the Borrower or any ERISA Affiliate to any liability under Sections 406, 409, 502(i), or 502(1) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which the Borrower or any ERISA Affiliate has agreed or is required to indemnify any person against any such liability. (f) The present value (determined using actuarial and other assumptions that are reasonable with respect to the benefits provided and the employees participating) of the liability of the Borrower and each ERISA Affiliate for post-retirement welfare benefits to be provided to their current and former employees under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA), net of all assets under all such Plans allocable to such benefits, are reflected on the financial statements referenced in Section 7.1 in accordance with FASB 106. (g) Each Plan that is a welfare plan (as defined in Section 3(1) of ERISA) to which Sections 601-609 of ERISA and Section 4980B of the Code apply has been administered in compliance in all material respects with such sections.

ERISA. (a) Except as would not result or reasonably be reasonably expected to result in a Material Adverse Effect: (a) During the five-year period prior to the date on which this representation is made or deemed made (i) no Termination Event has occurred, and, to the best knowledge of the Borrower, no event or condition has occurred or exists as a result of which any Termination Event would be reasonably expected to occur, with respect to any Plan, (ii) no “accumulated funding deficiency,” as such term is defined in Section 302 of ERISA and Section 412 of the Code, whether or not waived, has occurred with respect to any Plan, (iii) each Each Single Employer Plan has been maintained, operated, and funded in compliance with its own terms and in material compliance with the provisions of ERISA, the Code, and any other applicable federal or state laws, regulations and (ivpublished interpretations thereunder, except for any required amendments for which the remedial amendment period as defined in Section 401(b) no Lien in favor or of the PBGC or Code has not yet expired. Each Single Employer Plan that is intended to be qualified under Section 401(a) of the Code has been determined by the 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 except for such plans that have not yet received determination letters but for which the remedial amendment period for submitting a Plan determination letter has arisen or is reasonably likely to arise on account of any Plan. (b) not yet expired. No liability has been or is reasonably expected incurred by the Borrower to be incurred under Sections 4062, 4063 or 4064 of any ERISA Affiliate which remains unsatisfied for any taxes or penalties assessed with respect to any Single Employer Plan by the Borrower or any of its Subsidiaries.Multiemployer Plan except for a liability that could not reasonably be expected to have a Material Adverse Effect; (cii) The actuarial present value of all “benefit liabilities” under each Single Employer Plan (determined within the meaning of Section 401(a)(2) of the Code, utilizing the actuarial assumptions used to fund such Plans), whether No ERISA Event has occurred or not vested, did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the current value of the assets of such Plan allocable to such accrued liabilities, except as disclosed in the Borrower’s financial statements. (d) Neither the Borrower nor any ERISA Affiliate has incurred, or, to the best knowledge of the Borrower, is reasonably expected to incur, any withdrawal liability under ERISA to any Multiemployer Plan or Multiple Employer Plan. Neither the Borrower nor any ERISA Affiliate has received any notification that any Multiemployer Plan is in reorganization (within the meaning of Section 4241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA), or has been terminated (within the meaning of Title IV of ERISA), and no Multiemployer Plan is, to the best knowledge of the Borrower, reasonably expected to be in reorganization, insolvent, or terminated.occur; (eiii) No prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) or breach of fiduciary responsibility has occurred with respect to a Plan, Single Employer Plan which has subjected or would be reasonably likely to subject the Borrower or any ERISA Affiliate to any liability under Sections 406, 409, 502(i), or 502(1502(l) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which the Borrower or any ERISA Affiliate has agreed or is required to indemnify any person against any such liability. (fiv) The present value No proceeding, claim (determined using actuarial and other assumptions that are reasonable with respect than a benefits claim in the ordinary course of business), lawsuit and/or investigation is existing or, to the benefits provided and the employees participating) best of the liability knowledge of the Borrower and each ERISA Affiliate for post-retirement welfare benefits to be provided to their current and former employees under Plans that are after due inquiry, threatened concerning or involving (i) any employee welfare benefit plans (as defined in Section 3(1) of ERISA), net of all assets under all such Plans allocable to such benefits, are reflected on the financial statements referenced in Section 7.1 in accordance with FASB 106. (g) Each Plan that is a welfare plan (as defined in Section 3(1) of ERISA) currently maintained or contributed to by the Borrower or any ERISA Affiliate (a “Welfare Plan”), (ii) any Single Employer Plan or (iii) any Multiemployer Plan. (v) Each Welfare Plan to which Sections 601-609 of ERISA and Section 4980B of the Code apply has been administered in compliance in all material respects with such sections. (b) The Borrower represents and warrants as of the Restatement 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 in connection with the Loans, the Letters of Credit or the Commitments.

ERISA. Except (a) With respect to any Plan (or, with respect to (vi) or (viii) below, as of the date such representation is made or deemed made), none of the following events or conditions exists, has occurred, or is reasonably expected to occur, which either individually or in the aggregate, would not result or reasonably be reasonably expected to result in a Material Adverse Effect: (a) During the five-year period prior to the date on which this representation is made or deemed made : (i) no Termination Event has occurred, and, to the best knowledge of the Borrower, no event or condition has occurred or exists as a result of which any Termination Event would be reasonably expected to occur, with respect to any Plan, Reportable Event; (ii) no an “accumulated funding deficiency,” as such term is defined in Section 302 (within the meaning of ERISA and Section 412 of the Code, whether Code or not waived, has occurred with respect to any Plan, Section 302 of ERISA); (iii) each Plan has been maintained, operated, and funded in compliance with its own terms and in material compliance any noncompliance with the applicable provisions of ERISA, ERISA or the Code, and any other applicable federal or state laws, and ; (iv) no a termination of a Single Employer Plan (other than a standard termination pursuant to Section 4041(b) of ERISA); (v) a Lien on the property of the Borrower or its Restricted Subsidiaries in favor or of the PBGC or a Plan has arisen or is reasonably likely to arise on account of Plan; (vi) any Plan. (b) No liability has been or is reasonably expected by the Borrower to be incurred under Sections 4062, 4063 or 4064 of ERISA Underfunding with respect to any Single Employer Plan; (vii) a complete or partial withdrawal from any Multiemployer Plan by the Borrower or any of its Subsidiaries. Commonly Controlled Entity; (cviii) The actuarial present value of all “benefit liabilities” under each Single Employer Plan (determined within the meaning of Section 401(a)(2) any liability of the Code, utilizing Borrower or any Commonly Controlled Entity under ERISA if the actuarial assumptions used Borrower or any such Commonly Controlled Entity were to fund such Plans), whether or not vested, did not, withdraw completely from all Multiemployer Plans as of the last annual valuation date prior to most closely preceding the date on which this representation is made or deemed made, exceed ; (ix) the current value Reorganization or Insolvency of any Multiemployer Plan; or (x) any transactions that resulted or could reasonably be expected to result in any liability to the Borrower or any Commonly Controlled Entity under Section 4069 of ERISA or Section 4212(c) of ERISA; provided that the representation made in clauses (ii) and (ix) of this subsection 4.11(a) with respect to a Multiemployer Plan is based on knowledge of the assets of such Plan allocable to such accrued liabilities, except as disclosed in the Borrower’s financial statements. (db) Neither With respect to any Foreign Plan, none of the following events or conditions exists, has occurred, or is reasonably expected to occur, which either individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect: (i) substantial noncompliance with its terms and with the requirements of any and all applicable laws, statutes, rules, regulations and orders; (ii) failure to be maintained, where required, in good standing with applicable regulatory authorities; (iii) any obligation of the Borrower nor or its Restricted Subsidiaries in connection with the termination or partial termination of, or withdrawal from, any ERISA Affiliate has incurredForeign Plan; (iv) any Lien on the property of the Borrower or its Restricted Subsidiaries in favor of a Governmental Authority as a result of any action or inaction regarding a Foreign Plan; (v) for each Foreign Plan that is a funded or insured plan, orfailure to be funded or insured on an ongoing basis to the extent required by applicable non-U.S. law (using actuarial methods and assumptions which are consistent with the valuations last filed with the applicable Governmental Authorities); (vi) any facts that, to the best knowledge of the BorrowerBorrower and its Restricted Subsidiaries, is exist that would reasonably be expected to incur, give rise to a dispute and any withdrawal liability under ERISA to any Multiemployer Plan pending or Multiple Employer Plan. Neither the Borrower nor any ERISA Affiliate has received any notification that any Multiemployer Plan is in reorganization (within the meaning of Section 4241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA), or has been terminated (within the meaning of Title IV of ERISA), and no Multiemployer Plan isthreatened disputes that, to the best knowledge of the BorrowerBorrower and its Restricted Subsidiaries, would reasonably be expected to be result in reorganization, insolvent, or terminated. (e) No prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) or breach of fiduciary responsibility has occurred with respect a material liability to a Plan, which has subjected or would be reasonably likely to subject the Borrower or any ERISA Affiliate of its Restricted Subsidiaries concerning the assets of any Foreign Plan (other than individual claims for the payment of benefits); and (vii) failure to any liability under Sections 406, 409, 502(i), or 502(1) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which the Borrower or any ERISA Affiliate has agreed or is required to indemnify any person against any such liability. (f) The present value (determined using actuarial and other assumptions that are reasonable with respect make all contributions in a timely manner to the benefits provided and the employees participating) of the liability of the Borrower and each ERISA Affiliate for postextent required by applicable non-retirement welfare benefits to be provided to their current and former employees under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA), net of all assets under all such Plans allocable to such benefits, are reflected on the financial statements referenced in Section 7.1 in accordance with FASB 106U.S. law. (g) Each Plan that is a welfare plan (as defined in Section 3(1) of ERISA) to which Sections 601-609 of ERISA and Section 4980B of the Code apply has been administered in compliance in all material respects with such sections.

ERISA. Except as as, in the aggregate, does not or would not result or reasonably be reasonably expected to result in a Material Adverse Effect: (a) During : neither a Reportable Event nor a failure to satisfy the minimum funding standard of Section 430 of the Code or Section 303 of ERISA, whether or not waived, with respect to a Plan has occurred during the five-year period prior to the date on which this representation is made or deemed made (i) no Termination Event has occurred, and, to the best knowledge of the Borrower, no event or condition has occurred or exists as a result of which any Termination Event would be reasonably expected to occur, with respect to any Plan, (ii) no “accumulated funding deficiency,” as such term is defined and each Plan has complied in Section 302 all respects with the applicable provisions of ERISA and Section 412 of the Code, whether or not waived, has occurred with respect to any Plan, (iii) each ; no termination of a Single Employer Plan has been maintained, operatedoccurred, and funded in compliance with its own terms and in material compliance with the provisions of ERISA, the Code, and any other applicable federal or state laws, and (iv) no Lien in favor or of the PBGC or a Plan has arisen or is reasonably likely to arise on account of any Plan. (b) No liability has been or is reasonably expected by arisen, during such five-year period; the Borrower to be incurred under Sections 4062, 4063 or 4064 of ERISA with respect to any Single Employer Plan by the Borrower or any of its Subsidiaries. (c) The actuarial present value of all “benefit liabilities” accrued benefits under each Single Employer Plan (determined within the meaning of Section 401(a)(2) of the Code, utilizing the actuarial based on those assumptions used to fund such Plans), whether or not vested, ) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the current value of the assets of such Plan allocable to such accrued liabilities, except as disclosed in the Borrower’s financial statements. (d) Neither benefits; neither the Borrower nor any ERISA Affiliate Commonly Controlled Entity has incurred, or, had a complete or partial withdrawal from any Multiemployer Plan; to the best knowledge of the BorrowerBorrower after due inquiry, is reasonably expected to incur, any withdrawal liability under ERISA to any Multiemployer Plan or Multiple Employer Plan. Neither neither the Borrower nor any Commonly Controlled Entity would become subject to any liability under ERISA Affiliate has received if the Borrower or any notification that such Commonly Controlled Entity were to withdraw completely from any Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made; and to the knowledge of the Borrower after due inquiry, no Multiemployer Plan is in reorganization “critical status” (within the meaning of Section 4241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA), or has been terminated (within the meaning of Title IV of ERISA), and no Multiemployer Plan is, to the best knowledge 432 of the Borrower, reasonably expected to be in reorganization, insolvent, or terminated. (e) No prohibited transaction (within the meaning of Section 406 of ERISA Code or Section 4975 of the Code) or breach of fiduciary responsibility has occurred with respect to a Plan, which has subjected or would be reasonably likely to subject the Borrower or any ERISA Affiliate to any liability under Sections 406, 409, 502(i), or 502(1) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which the Borrower or any ERISA Affiliate has agreed or is required to indemnify any person against any such liability. (f) The present value (determined using actuarial and other assumptions that are reasonable with respect to the benefits provided and the employees participating) of the liability of the Borrower and each ERISA Affiliate for post-retirement welfare benefits to be provided to their current and former employees under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA), net of all assets under all such Plans allocable to such benefits, are reflected on the financial statements referenced in Section 7.1 in accordance with FASB 106. (g) Each Plan that is a welfare plan (as defined in Section 3(1) 305 of ERISA) to which Sections 601-609 of ERISA and Section 4980B of the Code apply has been administered in compliance in all material respects with such sectionsor Insolvent.

ERISA. Except as would not result or reasonably be reasonably expected to result in a Material Adverse Effect: (a) During the five-year period prior to the date on which this representation is made or deemed made made: (i) no Termination ERISA Event has occurred, and, to the best knowledge of the Borrower, no event or condition has occurred or exists as a result of which any Termination ERISA Event would be reasonably expected to occur, with respect to any Plan, ; (ii) no “accumulated funding deficiency,” as such term is defined in Section 302 of ERISA and Section 412 of the Code, whether or not waived, has occurred with respect to any Plan, ; (iii) each Plan has been maintained, operated, and funded in compliance with its own terms and in material compliance with the provisions of ERISA, the Code, and any other applicable federal or state laws, ; and (iv) no Lien in favor or the PBGC or a Plan has arisen or is reasonably likely to arise on account of any Plan. (b) No liability has been or is reasonably expected by the Borrower to be incurred under Sections 4062, 4063 or 4064 of ERISA with respect to any Single Employer Plan by the Borrower or any of its Subsidiaries. (c) The actuarial present value of all “benefit liabilities” under each Single Employer Plan (determined within the meaning of Section 401(a)(2) of the Code, utilizing the actuarial assumptions used to fund such Plans), whether or not vested, did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the current value of the assets of such Plan allocable to such accrued liabilities, except as disclosed in the Borrower’s financial statements. (dc) Neither the Borrower nor any ERISA Affiliate has incurred, or, to the best knowledge of the Borrower, is reasonably expected to incur, any withdrawal liability under ERISA to any Multiemployer Plan or Multiple Employer Plan. Neither the Borrower nor any ERISA Affiliate has received any notification that any Multiemployer Plan is in reorganization (within the meaning of Section 4241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA), or has been terminated (within the meaning of Title IV of ERISA), and no Multiemployer Plan is, to the best knowledge of the Borrower, reasonably expected to be in reorganization, insolvent, or terminated. (ed) No prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) or breach of fiduciary responsibility has occurred with respect to a Plan, Plan which has subjected or would be reasonably likely to subject the Borrower or any ERISA Affiliate to any liability under Sections 406, 409, 502(i), or 502(1502(l) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which the Borrower or any ERISA Affiliate has agreed or is required to indemnify any person against any such liability. (fe) The present value (determined using actuarial and other assumptions that which are reasonable with respect to the benefits provided and the employees participating) of the liability of the Borrower and each ERISA Affiliate for post-retirement welfare benefits to be provided to their current and former employees under Plans that which are welfare benefit plans (as defined in Section 3(1) of ERISA), net of all assets under all such Plans allocable to such benefits, are reflected on the financial statements referenced in Section 7.1 in accordance with FASB 106. (gf) Each Plan that which is a welfare plan (as defined in Section 3(1) of ERISA) to which Sections 601-609 of ERISA and Section 4980B of the Code apply has been administered in compliance in all material respects with such sections.

ERISA. Except as would not result or be reasonably expected to result in a Material Adverse Effect: (a) During the five-year period prior to the date on which this representation is made or deemed made made: (i) no Termination Event has occurred, and, to the best knowledge of the Borrower, no event or condition has occurred or exists as a result of which any Termination Event would be is reasonably expected to occur, with respect to any Plan, ; (ii) no “accumulated funding deficiency,” as such term is defined in Section 302 of ERISA and Section 412 of the Code, whether or not waived, has occurred with respect to any Plan, ; (iii) each Plan has been maintained, operated, and funded in material compliance with its own terms and in material compliance with the provisions of ERISA, the Code, and any other applicable federal or state laws, ; and (iv) no Lien in favor or the PBGC or a Plan has arisen or is reasonably likely expected to arise on account of any Plan. (b) No liability has been or is reasonably expected by the Borrower to be incurred under Sections 4062, 4063 or 4064 of ERISA with respect to any Single Employer Plan by the Borrower or any of its SubsidiariesSubsidiaries which has or would reasonably be expected to have a Material Adverse Effect. (c) The actuarial present value of all “benefit liabilities” under each Single Employer Plan (determined within the meaning of Section 401(a)(2) of the Code, utilizing the actuarial assumptions used to fund such Plans), whether or not vested, did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the current value of the assets of such Plan allocable to such accrued liabilities, except as disclosed in the Borrower’s financial statements. (d) Neither the Borrower nor any ERISA Affiliate has incurred, or, to the best knowledge of the Borrower, is reasonably expected to incur, any withdrawal liability under ERISA to any Multiemployer Plan or Multiple Employer Plan. Neither the Borrower nor any ERISA Affiliate has received any notification that any Multiemployer Plan is in reorganization (within the meaning of Section 4241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA), or has been terminated (within the meaning of Title IV of ERISA), and no Multiemployer Plan is, to the best knowledge of the Borrower, reasonably expected to be in reorganization, insolvent, or terminated. (e) No prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) or breach of fiduciary responsibility has occurred with respect to a Plan, Plan which has subjected or would be is reasonably likely to subject the Borrower or any ERISA Affiliate to any liability under Sections 406, 407, 409, 502(i), or 502(1502(l) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which the Borrower or any ERISA Affiliate has agreed or is required to indemnify any person against any such liability. (f) The present value (determined using actuarial and other assumptions that which are reasonable with respect to the benefits provided and the employees participating) of the liability of the Borrower and each ERISA Affiliate for post-retirement welfare benefits to be provided to their current and former employees under Plans that which are welfare benefit plans (as defined in Section 3(1) of ERISA), net of all assets under all such Plans allocable to such benefits, are reflected on the financial statements referenced in Section 7.1 5.1 in accordance with FASB 106. (g) Each Plan that which is a welfare plan (as defined in Section 3(1) of ERISA) to which Sections 601-609 of ERISA and Section 4980B of the Code apply has been administered in compliance in all material respects with such sections. (h) None of the Borrower or any of its Subsidiaries is an entity deemed to hold “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise), and neither the execution, delivery nor performance of the transactions contemplated hereby, including the making of any Loan hereunder, will give rise to a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code.

ERISA. Except as would not result (a) 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 reasonably expected to result in a Material Adverse Effect: (a) During . Except as, either individually or in the five-year period prior aggregate, has not had, and could not reasonably be expected to have, a Material Adverse Effect, the date on which this representation is made or deemed made Borrower and its Subsidiaries and their ERISA Affiliates (i) no Termination Event has occurred, and, to have fulfilled their respective obligations under the best knowledge minimum funding standards of ERISA and the Borrower, no event or condition has occurred or exists as a result of which any Termination Event would be reasonably expected to occur, Code with respect to any Plan, (ii) no “accumulated funding deficiency,” as such term is defined each Plan and are in Section 302 compliance with the applicable provisions of ERISA and Section 412 of the Code, whether or not waived, has occurred with respect to any Plan, (iii) each Plan has been maintained, operated, and funded in compliance with its own terms and in material compliance with the provisions of ERISA, the Code, and (ii) have not incurred any other applicable federal or state laws, and (iv) no Lien in favor or liability to the PBGC or a any Plan has arisen or is reasonably likely Multiemployer Plan (other than to arise on account make contributions in the ordinary course of any Planbusiness). (b) No liability Except as, either individually or in the aggregate, has not had, and would not reasonably be expected to have, a Material Adverse Effect, (i) each Foreign Pension Plan has been or is reasonably expected by maintained in compliance with its terms and with the Borrower requirements of any and all applicable laws, statutes, rules, regulations and orders and has been maintained, where required, in good standing with applicable regulatory authorities, (ii) all contributions required to be incurred under Sections 4062, 4063 or 4064 of ERISA made with respect to any Single Employer a Foreign Pension Plan by have been timely made, (iii) neither the Borrower or nor any of its Subsidiaries. Subsidiaries has incurred any obligation in connection with the termination of, or withdrawal from, any Foreign Pension Plan and (civ) The actuarial the present value of all “the accrued benefit liabilities” under each Single Employer Plan liabilities (determined within the meaning of Section 401(a)(2) of the Code, utilizing the actuarial assumptions used to fund such Plans), whether or not vested) under each Foreign Pension Plan that is required to be funded, did not, determined as of the last annual valuation date prior to end of the date Borrower’s most recently ended fiscal year on the basis of actuarial assumptions, each of which this representation is made or deemed madereasonable, did not exceed the current value of the assets of such Foreign Pension Plan allocable to such accrued benefit liabilities, except as disclosed in the Borrower’s financial statements. (d) Neither the Borrower nor any ERISA Affiliate has incurred, or, to the best knowledge of the Borrower, is reasonably expected to incur, any withdrawal liability under ERISA to any Multiemployer Plan or Multiple Employer Plan. Neither the Borrower nor any ERISA Affiliate has received any notification that any Multiemployer Plan is in reorganization (within the meaning of Section 4241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA), or has been terminated (within the meaning of Title IV of ERISA), and no Multiemployer Plan is, to the best knowledge of the Borrower, reasonably expected to be in reorganization, insolvent, or terminated. (e) No prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) or breach of fiduciary responsibility has occurred with respect to a Plan, which has subjected or would be reasonably likely to subject the Borrower or any ERISA Affiliate to any liability under Sections 406, 409, 502(i), or 502(1) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which the Borrower or any ERISA Affiliate has agreed or is required to indemnify any person against any such liability. (f) The present value (determined using actuarial and other assumptions that are reasonable with respect to the benefits provided and the employees participating) of the liability of the Borrower and each ERISA Affiliate for post-retirement welfare benefits to be provided to their current and former employees under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA), net of all assets under all such Plans allocable to such benefits, are reflected on the financial statements referenced in Section 7.1 in accordance with FASB 106. (g) Each Plan that is a welfare plan (as defined in Section 3(1) of ERISA) to which Sections 601-609 of ERISA and Section 4980B of the Code apply has been administered in compliance in all material respects with such sections.

ERISA. Except as would not result or reasonably be reasonably expected to result in a Material Adverse Effect: (a) During the five-year period prior to the date on which this representation is made or deemed made made: (i) no Termination Event has occurred, and, to the best knowledge of the BorrowerBorrower or Holdings, no event or condition has occurred or exists as a result of which any Termination Event would be reasonably expected to occur, ; (ii) there has been no failure to meet the minimum funding standards under Section 430 of the Code or Section 303 of ERISA (determined without regard to any waiver of funding provisions therein) with respect to any Plan, (ii) no “accumulated funding deficiency,” as such term is defined in Section 302 of ERISA and Section 412 of the Code, whether or not waived, has occurred with respect to any Plan, ; (iii) each Plan (excluding any Multiemployer Plan) has been maintained, operated, and funded in material compliance with its own terms and in material compliance with the provisions of ERISA, the Code, and any other applicable federal or state laws, ; and (iv) no Lien in favor or of the PBGC or a Plan has arisen or is reasonably likely to arise on account of any Plan. (b) No liability has been or is reasonably expected by the Borrower to be incurred under Sections 4062, 4063 or 4064 of ERISA with respect to any Single Employer Plan by the Borrower or any of its Subsidiaries. (c) The aggregate actuarial present value of all “benefit liabilities” under each accumulated plan benefits of all Single Employer Plan Plans (determined within the meaning of Section 401(a)(2) of the Code, utilizing the actuarial assumptions used to fund such Plans), whether or not vested, for purposes of Statement of Financial Accounting Standards No. 35) did not, as of the last most recent valuation dates reflected in Holdings’ annual valuation date prior to the date on which this representation is made or deemed madefinancial statements contained in Holdings’ most recent Form 10-K, exceed the current aggregate fair market value of the assets of all such Plan allocable to such accrued liabilitiesSingle Employer Plans, except as disclosed in the Borrower’s Holdings’ financial statements. (dc) Neither the Borrower nor None of Borrower, Holdings, any Subsidiary of either or any ERISA Affiliate has incurred, or, to the best knowledge of the BorrowerBorrower or Holdings, is reasonably expected to incur, any withdrawal liability under ERISA to any Multiemployer Plan or Multiple Employer Plan. Neither the Borrower nor None of Borrower, Holdings, any Subsidiary of either or any ERISA Affiliate has received any notification that any Multiemployer Plan is in reorganization (within the meaning of Section 4241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA), or has been terminated (within the meaning of Title IV of ERISA), and no Multiemployer Plan is, to the best knowledge of the Borrower, reasonably expected to be in reorganization, insolvent, or terminated. (ed) No prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) or breach of fiduciary responsibility has occurred with respect to a Plan, Plan which has subjected or would be reasonably likely to subject the Borrower Borrower, Holdings, any Subsidiary of either, or any ERISA Affiliate to any material liability under Sections 406, 409, 502(i), or 502(1502(l) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which the Borrower Borrower, Holdings, any Subsidiary of either, or any ERISA Affiliate has agreed or is required to indemnify any person against any such liability. (fe) The aggregate actuarial present value (determined using actuarial and other assumptions that are reasonable with respect to the benefits provided and the employees participating) of the liability of the Borrower and each ERISA Affiliate for all accumulated post-retirement welfare benefits to be provided to benefit obligations of Borrower, Holdings, their current Subsidiaries and former employees the ERISA Affiliates (determined utilizing the assumptions used for purposes of Statement of Financial Accounting Standards No. 106) under Plans that which are welfare benefit plans (as defined in Section 3(1) of ERISA), net as of all assets under all such Plans allocable to such benefitsthe most recent valuation dates reflected in Holdings’ annual financial statements contained in Holdings’ most recent form 10-K, are reflected on the such financial statements referenced in Section 7.1 in accordance with FASB Statement of Financial Accounting Standards No. 106. (g) Each Plan that is a welfare plan (as defined in Section 3(1) of ERISA) to which Sections 601-609 of ERISA and Section 4980B of the Code apply has been administered in compliance in all material respects with such sections.

ERISA. Except as would not result or be reasonably expected to result in a Material Adverse Effect: (a) During the five-year period prior to the date on which this representation is made or deemed made made: (i) no Termination ERISA Event has occurred, and, to the best knowledge of the Borrower, no event or condition has occurred or exists as a result of which any Termination ERISA Event would could reasonably be reasonably expected to occur, with respect to any Plan, ; (ii) no “"accumulated funding deficiency,” " as such term is defined in Section 302 of ERISA and Section 412 of the Code, whether or not waived, has occurred with respect to any Plan, ; (iii) each Single Employer Plan and, to the best knowledge of the Borrower, each Multiemployer Plan has been maintained, operated, and funded in compliance with its own terms and in material compliance with the provisions of ERISA, the Code, and any other applicable federal or state laws, ; and (iv) no Lien lien in favor or of the PBGC or a Plan has arisen or is reasonably likely to arise on account of any Plan. (b) No liability has been or is reasonably expected by the Borrower to be incurred under Sections 4062, 4063 or 4064 of ERISA with respect to any Single Employer Plan by the Borrower or any of its Subsidiaries. (c) The actuarial present value of all “"benefit liabilities” under each Single Employer Plan " (determined within the meaning of as defined in Section 401(a)(24001(a)(16) of the Code, utilizing the actuarial assumptions used to fund such PlansERISA), whether or not vested, did notunder each Single Employer Plan, as of the last annual valuation date prior to the date on which this representation is made or deemed mademade (determined, in each case, utilizing the actuarial assumptions used in such Plan's most recent actuarial valuation report), did not exceed as of such valuation date the current fair market value of the assets of such Plan allocable to such accrued liabilities, except as disclosed in the Borrower’s financial statementsPlan. (dc) Neither the Borrower, any of the Subsidiaries of the Borrower nor any ERISA Affiliate has incurred, or, to the best knowledge of the Borrower, is could be reasonably expected to incur, any withdrawal liability under ERISA to any Multiemployer Plan or Multiple Employer Plan. Neither the Borrower, any of the Subsidiaries of the Borrower nor any ERISA Affiliate would become subject to any withdrawal liability under ERISA if the Borrower, any of the Subsidiaries of the Borrower or any ERISA Affiliate were to withdraw completely from all Multiemployer Plans and Multiple Employer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. Neither the Borrower, any of the Subsidiaries of the Borrower nor any ERISA Affiliate has received any notification that any Multiemployer Plan is in reorganization (within the meaning of Section 4241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA), or has been terminated (within the meaning of Title IV of ERISA), and no Multiemployer Plan is, to the best knowledge of the Borrower, reasonably expected to be in reorganization, insolvent, or terminated. (ed) No prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) or breach of fiduciary responsibility has occurred with respect to a Plan, Plan which has subjected or would be reasonably likely to may subject the Borrower, any of the Subsidiaries of the Borrower or any ERISA Affiliate to any liability under Sections 406, 409, 502(i), or 502(1502(l) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which the Borrower, any of the Subsidiaries of the Borrower or any ERISA Affiliate has agreed or is required to indemnify any person against any such liability. (fe) The present value (determined using actuarial and other assumptions that are reasonable Neither the Borrower, any Subsidiary of the Borrower nor any ERISA Affiliates has any material liability with respect to the benefits provided and the employees participating) of the liability of the Borrower and each ERISA Affiliate for "expected post-retirement welfare benefits to be provided to their current and former employees under Plans that are welfare benefit plans (as defined in Section 3(1) obligations" within the meaning of ERISA), net of all assets under all such Plans allocable to such benefits, are reflected on the financial statements referenced in Section 7.1 in accordance with FASB Financial Accounting Standards Board Statement 106. (gf) Each Plan that Neither the execution and delivery of this Credit Agreement nor the consummation of the financing transactions contemplated thereunder will involve any transaction which is subject to the prohibitions of Sections 404, 406 or 407 of ERISA or in connection with which a welfare plan (as defined tax could be imposed pursuant to Section 4975 of the Code. The representation by the Borrower in the preceding sentence is made in reliance upon and subject to the accuracy of the Lenders' representation in Section 3(110.15 with respect to their source of funds and is subject, in the event that the source of the funds used by the Lenders in connection with this transaction is an insurance company's general asset account, to the application of Prohibited Transaction Class Exemption 95-60, 60 Fed. Reg. 35,925 (1995), compliance with the regulations issued under Section 401(c)(1)(A) of ERISA, or the issuance of any other prohibited transaction exemption or similar relief, to the effect that assets in an insurance company's general asset account do not constitute assets of an "employee benefit plan" within the meaning of Section 3(3) to which Sections 601-609 of ERISA and of a "plan" within the meaning of Section 4980B 4975(e)(1) of the Code apply has been administered in compliance in all material respects with such sectionsCode.

ERISA. Except as would not result or be reasonably expected likely to result in a Material Adverse Effect: (a) During the five-year period prior to the date on which this representation is made or deemed made made: (i) no Termination Event has occurred, and, to the best knowledge of the Borrower, no event or condition has occurred or exists as a result of which any Termination Event would be reasonably expected likely to occur, with respect to any Plan, ; (ii) no “accumulated funding deficiency,” as such term is defined in Section 302 of ERISA and Section 412 of the Code, whether or not waived, has occurred with respect to any Plan, ; (iii) each Plan has been maintained, operated, and funded in compliance with its own terms and in material compliance with the provisions of ERISA, the Code, and any other applicable federal or state laws, ; and (iv) no Lien in favor or the PBGC or a Plan has arisen or is reasonably likely to arise on account of any Plan. (b) No liability has been or is reasonably expected by the Borrower to be incurred under Sections 4062, 4063 or 4064 of ERISA with respect to any Single Employer Plan by the Borrower or any of its Subsidiaries. (c) The actuarial present value of all “Except as disclosed in the Borrower’s financial statements in accordance with FASB 87, the accumulated benefit liabilities” obligation under each Single Employer Plan (determined within the meaning of Section 401(a)(2) of the Code, utilizing the actuarial assumptions used to fund such Plansfor purposes of FASB 87), whether or not vested, did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the current value of the assets of such Plan allocable to such accrued liabilities, except as disclosed in the Borrower’s financial statementsobligation. (d) Neither the Borrower nor any ERISA Affiliate has incurred, or, to the best knowledge of the Borrower, is reasonably expected likely to incur, any withdrawal liability under ERISA to any Multiemployer Plan or Multiple Employer Plan. Neither the Borrower nor any ERISA Affiliate has received any notification that any Multiemployer Plan is in reorganization (within the meaning of Section 4241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA), or has been terminated (within the meaning of Title IV of ERISA), and no Multiemployer Plan is, to the best knowledge of the Borrower, reasonably expected likely to be in reorganization, insolvent, or terminated. (e) No prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) or breach of fiduciary responsibility has occurred with respect to a Plan, Plan which has subjected or would be reasonably likely to subject the Borrower or any ERISA Affiliate to any liability under Sections 406, 409, 502(i), or 502(1) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which the Borrower or any ERISA Affiliate has agreed or is required to indemnify any person against any such liability. (f) The present value (determined using actuarial and other assumptions that which are reasonable with respect to the benefits provided and the employees participating) of the liability of the Borrower and each ERISA Affiliate for post-retirement welfare benefits to be provided to their current and former employees under Plans that which are welfare benefit plans (as defined in Section 3(1) of ERISA), net of all assets under all such Plans allocable to such benefits, are reflected on the financial statements referenced in Section 7.1 in accordance with FASB 106. (g) Each Plan that which is a welfare plan (as defined in Section 3(1) of ERISA) to which Sections 601-609 of ERISA and Section 4980B of the Code apply has been administered in compliance in all material respects with such sections.

ERISA. (a) Except as would not result reasonably be expected, either individually or be reasonably expected in the aggregate, to result in have a Material Adverse Effect: : (ai) During neither a Reportable Event nor a failure to meet the minimum funding standards (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) has occurred during the five-year period prior to the date on which this representation is made or deemed made (i) no Termination Event has occurred, and, to the best knowledge of the Borrower, no event or condition has occurred or exists as a result of which any Termination Event would be reasonably expected to occur, with respect to any Single Employer Plan, and each Single Employer Plan has complied with the applicable provisions of ERISA and the Code; (ii) no “accumulated funding deficiency,” as such term is defined in Section 302 termination of ERISA and Section 412 of the Code, whether or not waived, has occurred with respect to any Plan, (iii) each a Single Employer Plan has been maintained, operatedoccurred, and funded in compliance with its own terms and in material compliance with the provisions of ERISA, the Code, and any other applicable federal or state laws, and (iv) no Lien in favor or of the PBGC or a Plan has arisen or is reasonably likely to arise on account the assets of any Plan. (b) No liability has been or is reasonably expected by the Borrower to be incurred under Sections 4062, 4063 or 4064 of ERISA with respect to any Single Employer Plan by the Borrower or any of its Restricted Subsidiaries. (c) The actuarial , during such five-year period; the present value of all “benefit liabilities” accrued benefits under each Single Employer Plan (determined within the meaning of Section 401(a)(2) of the Code, utilizing the actuarial based on those assumptions used to fund such Plans), whether or not vested, ) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the current value of the assets of such Single Employer Plan allocable to such accrued liabilities, except benefits; (iii) none of the Borrower or any of its Restricted Subsidiaries has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected to result in a liability under ERISA; (iv) none of the Borrower or any of its Restricted Subsidiaries would become subject to any liability under ERISA if the Borrower or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as disclosed in of the Borrower’s financial statementsvaluation date most closely preceding the date on which this representation is made; and (v) no Multiemployer Plan is Insolvent. (db) Neither the The Borrower nor any ERISA Affiliate has and its Restricted Subsidiaries have not incurred, or, to the best knowledge of the Borrower, is and do not reasonably expected expect to incur, any withdrawal liability under ERISA or the Code with respect to any Multiemployer Plan or Multiple Employer Plan. Neither the Borrower nor any ERISA Affiliate has received any notification that any Multiemployer Plan is in reorganization (plan within the meaning of Section 4241 3(3) of ERISA), ERISA which is insolvent (within the meaning of Section 4245 of ERISA), or has been terminated (within the meaning of subject to Title IV of ERISA), and no Multiemployer Plan is, to the best knowledge of the Borrower, reasonably expected to be in reorganization, insolvent, or terminated. (e) No prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 412 of the CodeCode or Section 302 of ERISA that is maintained by a Commonly Controlled Entity (other than the Borrower and its Restricted Subsidiaries) or breach (a “Commonly Controlled Plan”) merely by virtue of fiduciary responsibility has occurred being treated as a single employer under Title IV of ERISA with respect to a Plan, which has subjected or the sponsor of such plan that would reasonably be reasonably likely to subject have a Material Adverse Effect and result in a direct obligation of the Borrower or any ERISA Affiliate of its Restricted Subsidiaries to any liability under Sections 406, 409, 502(i), or 502(1) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which the Borrower or any ERISA Affiliate has agreed or is required to indemnify any person against any such liabilitypay money. (f) The present value (determined using actuarial and other assumptions that are reasonable with respect to the benefits provided and the employees participating) of the liability of the Borrower and each ERISA Affiliate for post-retirement welfare benefits to be provided to their current and former employees under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA), net of all assets under all such Plans allocable to such benefits, are reflected on the financial statements referenced in Section 7.1 in accordance with FASB 106. (g) Each Plan that is a welfare plan (as defined in Section 3(1) of ERISA) to which Sections 601-609 of ERISA and Section 4980B of the Code apply has been administered in compliance in all material respects with such sections.

ERISA. Except as would not result reasonably be expected individually or be reasonably expected in the aggregate, to result in have a Material Adverse Effect: (a) During the five-year period prior to the date on which this representation is made or deemed made : (i) no Termination ERISA Event has occurred, and, to the best knowledge of the Borrower, no event or condition has occurred or exists as a result of which any Termination Event would be is reasonably expected to occur, occur with respect to any Plan, (ii) no “accumulated funding deficiency,” as such term neither any Borrower nor any of its ERISA Affiliates has incurred or is defined in Section 302 of ERISA and Section 412 of the Code, whether or not waived, has occurred with respect reasonably expected to incur any Withdrawal Liability to any Multiemployer Plan, (iii) each Plan has been maintained, operated, and funded in compliance with its own terms and in material compliance with the provisions of ERISA, the Code, and neither any other applicable federal or state laws, and (iv) no Lien in favor or the PBGC or a Plan has arisen or is reasonably likely to arise on account of any Plan. (b) No liability has been or is reasonably expected by the Borrower to be incurred under Sections 4062, 4063 or 4064 of ERISA with respect to any Single Employer Plan by the Borrower or nor any of its Subsidiaries. (c) The actuarial present value ERISA Affiliates has been notified by the sponsor of all “benefit liabilities” under each Single Employer Plan (determined within the meaning of Section 401(a)(2) of the Code, utilizing the actuarial assumptions used to fund such Plans), whether or not vested, did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the current value of the assets of such Plan allocable to such accrued liabilities, except as disclosed in the Borrower’s financial statements. (d) Neither the Borrower nor any ERISA Affiliate has incurred, or, to the best knowledge of the Borrower, is reasonably expected to incur, any withdrawal liability under ERISA to any a Multiemployer Plan or Multiple Employer Plan. Neither the Borrower nor any ERISA Affiliate has received any notification that any such Multiemployer Plan is in reorganization (within the meaning of Section 4241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA), or has been terminated (terminated, within the meaning of Title IV of ERISA), or has been determined to be in “endangered” or “critical” status within the meaning of Section 432 of the Code or Section 305 of ERISA and no such Multiemployer Plan is, to the best knowledge of the Borrower, is reasonably expected to be in reorganization, insolventinsolvent or to be terminated, or terminated. (e) No prohibited transaction (within the meaning of Section 406 Title IV of ERISA or Section 4975 in endangered or critical status, (iv) except as set forth in Schedule 4.01(o), as of the Codedate indicated on Schedule 4.01(o) or breach neither any Borrower nor any of fiduciary responsibility has occurred its Subsidiaries have material liability with respect to a Plan, which has subjected or would be reasonably likely to subject the Borrower or any ERISA Affiliate to any liability under Sections 406, 409, 502(i), or 502(1) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which the Borrower or any ERISA Affiliate has agreed or is required to indemnify any person against any such liability. (f) The present value (determined using actuarial and other assumptions that are reasonable with respect to the benefits provided and the employees participating) of the liability of the Borrower and each ERISA Affiliate for “accumulated post-retirement welfare benefits to be provided to their current benefit obligations” within the meaning of Statement of Financial Accounting Standards No. 106, and former employees under Plans that are welfare benefit plans (as defined in Section 3(1v) of ERISA), net of all assets under all such Plans allocable to such benefits, are reflected on the financial statements referenced in Section 7.1 in accordance with FASB 106. Schedule B (g) Each Plan that is a welfare plan (as defined in Section 3(1) of ERISAActuarial Information) to the most recent annual report (Form 5500 Series) for each Plan, copies of which Sections 601-609 of ERISA have been filed with the Internal Revenue Service and, if requested, furnished to the Administrative Agent pursuant to Section 5.01(k)(ix) hereof, is complete and Section 4980B of the Code apply has been administered in compliance accurate in all material respects with and fairly presents the funding status of such sectionsPlan, and since the date of such Schedule B there has been no material adverse change in such funding status.

ERISA. Except as would Neither a Reportable Event nor a failure to satisfy the “minimum funding standards” (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to each Plan (whether or not result or be reasonably expected to result in a Material Adverse Effect: (awaived) During has occurred during the five-year period prior to the date on which this representation is made or deemed made (i) no Termination Event has occurred, and, to the best knowledge of the Borrower, no event or condition has occurred or exists as a result of which any Termination Event would be reasonably expected to occur, with respect to any Plan, (ii) no “accumulated funding deficiency,” as such term is defined and each Plan has complied in Section 302 all material respects with the applicable provisions of ERISA and Section 412 of the Code, whether or not waived, has occurred with respect to any Plan, ; (iiib) each no termination of a Single Employer Plan has been maintainedoccurred, operated, and funded in compliance with its own terms and in material compliance with the provisions of ERISA, the Code, and any other applicable federal or state laws, and (iv) no Lien in favor or of the PBGC or a Plan has arisen and no determination has been made that a Plan is, or is reasonably likely expected to arise on account be, “at risk” (within the meaning of any Plan. (b) No liability has been Section 430 of the Code or is reasonably expected by the Borrower to be incurred under Sections 4062Section 303 of ERISA), 4063 or 4064 of ERISA with respect to any Single Employer Plan by the Borrower or any of its Subsidiaries. during such five-year period; (c) The actuarial the present value of all “benefit liabilities” accrued benefits under each Single Employer Plan (determined within the meaning of Section 401(a)(2) of the Code, utilizing the actuarial based on those assumptions used to fund such Plans), whether or not vested, ) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the current value of the assets of such Plan allocable to such accrued liabilities, except as disclosed in the Borrower’s financial statements. benefits by a material amount; (d) Neither neither the Borrower nor any ERISA Affiliate Commonly Controlled Entity has incurred, or, to the best knowledge of the Borrower, is reasonably expected to incur, any had a complete or partial withdrawal liability under ERISA to from any Multiemployer Plan that has resulted or Multiple Employer Plan. Neither could reasonably be expected to result in a liability under ERISA, and neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA Affiliate has received if the Borrower or any notification that any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made; and (e) no such Multiemployer Plan is in reorganization “endangered” or “critical” status (within the meaning of Section 4241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA), or has been terminated (within the meaning of Title IV of ERISA), and no Multiemployer Plan is, to the best knowledge 432 of the Borrower, reasonably expected to be in reorganization, insolvent, or terminated. (e) No prohibited transaction (within the meaning of Section 406 of ERISA Code or Section 4975 of the Code) or breach of fiduciary responsibility has occurred with respect to a Plan, which has subjected or would be reasonably likely to subject the Borrower or any ERISA Affiliate to any liability under Sections 406, 409, 502(i), or 502(1) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which the Borrower or any ERISA Affiliate has agreed or is required to indemnify any person against any such liability. (f) The present value (determined using actuarial and other assumptions that are reasonable with respect to the benefits provided and the employees participating) of the liability of the Borrower and each ERISA Affiliate for post-retirement welfare benefits to be provided to their current and former employees under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA), net of all assets under all such Plans allocable to such benefits, are reflected on the financial statements referenced in Section 7.1 in accordance with FASB 106. (g) Each Plan that is a welfare plan (as defined in Section 3(1) 305 of ERISA) or in Reorganization or Insolvent, except where, in each of clauses (a) through (e), such event or condition, together with all other events or conditions, could not reasonably be expected to which Sections 601-609 of ERISA and Section 4980B of the Code apply has been administered in compliance in all material respects with such sectionshave a Material Adverse Effect.

ERISA. Except as would not result or reasonably be reasonably expected to result in have a Material Adverse Effect: , (ai) During neither a Reportable Event nor a failure to satisfy the minimum funding standard (within the meaning of Section 412 of the Code or Section 302 of ERISA) has occurred during the five-year period prior to the date on which this representation is made or deemed made (i) no Termination Event has occurred, and, to the best knowledge of the Borrower, no event or condition has occurred or exists as a result of which any Termination Event would be reasonably expected to occur, with respect to any Plan, and each Plan during such five-year period has complied in all material respects with the applicable provisions of ERISA and the Code, (ii) no “accumulated funding deficiency,” as such term is defined in Section 302 termination of ERISA and Section 412 of the Code, whether or not waived, has occurred with respect to any Plan, (iii) each a Single Employer Plan has been maintained, operatedoccurred, and funded in compliance with its own terms and in material compliance with the provisions of ERISA, the Code, and any other applicable federal or state laws, and (iv) no Lien in favor or of the PBGC or a Plan has arisen or is reasonably likely to arise on account of any Plan. arisen, during such five-year period and (biii) No liability has been or is reasonably expected by the Borrower to be incurred under Sections 4062, 4063 or 4064 of ERISA with respect to any Single Employer Plan by the Borrower or any of its Subsidiaries. (c) The actuarial present value of all “benefit liabilities” accrued benefits under each Single Employer Plan (determined within the meaning of Section 401(a)(2) of the Code, utilizing the actuarial based on those assumptions used to fund such Plans), whether or not vested, ) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the current value of the assets of such Plan allocable to such accrued liabilities, except as disclosed in benefits by a material amount. To the best of the Borrower’s financial statements. (d) Neither knowledge, neither the Borrower nor any ERISA Affiliate Commonly Controlled Entity has incurredhad a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability under ERISA, or, and to the best knowledge of the Borrower’s knowledge, is reasonably expected to incur, any withdrawal liability under ERISA to any Multiemployer Plan or Multiple Employer Plan. Neither neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA Affiliate has received if the Borrower or any notification that any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. No such Multiemployer Plan is in reorganization (within the meaning of Section 4241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA), Reorganization or has been terminated (within the meaning of Title IV of ERISA), and no Multiemployer Plan is, to the best knowledge of the Borrower, Insolvent which would reasonably be expected to be result in reorganization, insolvent, or terminateda Material Adverse Effect. (e) No prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) or breach of fiduciary responsibility has occurred with respect to a Plan, which has subjected or would be reasonably likely to subject the Borrower or any ERISA Affiliate to any liability under Sections 406, 409, 502(i), or 502(1) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which the Borrower or any ERISA Affiliate has agreed or is required to indemnify any person against any such liability. (f) The present value (determined using actuarial and other assumptions that are reasonable with respect to the benefits provided and the employees participating) of the liability of the Borrower and each ERISA Affiliate for post-retirement welfare benefits to be provided to their current and former employees under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA), net of all assets under all such Plans allocable to such benefits, are reflected on the financial statements referenced in Section 7.1 in accordance with FASB 106. (g) Each Plan that is a welfare plan (as defined in Section 3(1) of ERISA) to which Sections 601-609 of ERISA and Section 4980B of the Code apply has been administered in compliance in all material respects with such sections.

ERISA. Except as would not result or reasonably be reasonably expected to result in a Material Adverse Effect: (a) During the five-year period prior to the date on which this representation is made or deemed made made: (i) no Termination Event has occurred, and, to the best knowledge of the Borrower, no event or condition has occurred or exists as a result of which any Termination Event would be reasonably expected to occur, with respect to any Plan, ; (ii) no “accumulated funding deficiency,” as such term is defined in Section 302 of ERISA and Section 412 of the Code, whether or not waived, has occurred with respect to any Single Employer Plan, ; (iii) each Plan has been maintained, operated, and funded in material compliance with its own terms and in material compliance with the provisions of ERISA, the Code, and any other applicable federal or state laws, ; and (iv) no Lien in favor or of the PBGC or a Plan has arisen or is reasonably likely to arise on account of any Plan. (b) No liability has been or is reasonably expected by the Borrower to be incurred under Sections 4062, 4063 or 4064 of ERISA with respect to any Single Employer Plan by the Borrower or any of its Subsidiaries. (c) The aggregate actuarial present value of all “benefit liabilities” under each accumulated plan benefits of all Single Employer Plan Plans (determined within the meaning of Section 401(a)(2) of the Code, utilizing the actuarial assumptions used to fund such Plans), whether or not vested, for purposes of Statement of Financial Accounting Standards No. 35) did not, as of the last most recent valuation dates reflected in the Borrower’s annual valuation date prior to financial statements contained in the date on which this representation is made or deemed madeBorrower’s most recent Form 10-K, exceed the current aggregate fair market value of the assets of all such Plan allocable to such accrued liabilitiesSingle Employer Plans, except as disclosed in the Borrower’s financial statements. (dc) Neither the Borrower nor any ERISA Affiliate has incurred, or, to the best knowledge of the Borrower, is reasonably expected to incur, any withdrawal liability under ERISA to any Multiemployer Plan or Multiple Employer Plan. Neither the Borrower nor any ERISA Affiliate has received any notification that any Multiemployer Plan is in reorganization (within the meaning of Section 4241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA), or has been terminated (within the meaning of Title IV of ERISA), and no Multiemployer Plan is, to the best knowledge of the Borrower, reasonably expected to be in reorganization, insolvent, or terminated. (ed) No prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) or breach of fiduciary responsibility has occurred with respect to a Plan, Plan which has subjected or would be reasonably likely to subject the Borrower or any ERISA Affiliate to any liability under Sections 406, 409, 502(i), or 502(1502(l) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which the Borrower or any ERISA Affiliate has agreed or is required to indemnify any person against any such liability. (fe) The aggregate actuarial present value (determined using actuarial and other assumptions that are reasonable with respect to the benefits provided and the employees participating) of the liability all accumulated post-retirement benefit obligations of the Borrower and each the ERISA Affiliate Affiliates (determined utilizing the assumptions used for post-retirement welfare benefits to be provided to their current and former employees purposes of Statement of Financial Accounting Standards No. 106) under Plans that which are welfare benefit plans (as defined in Section 3(1) of ERISA), net as of all assets under all such Plans allocable to such benefitsthe most recent valuation dates reflected in the Borrower’s annual financial statements contained in the Borrower’s most recent form 10-K, are reflected on the such financial statements referenced in Section 7.1 in accordance with FASB Statement of Financial Accounting Standards No. 106. (g) Each Plan that is a welfare plan (as defined in Section 3(1) of ERISA) to which Sections 601-609 of ERISA and Section 4980B of the Code apply has been administered in compliance in all material respects with such sections.

ERISA. Except as would not result or be reasonably expected to result disclosed and described in a Material Adverse EffectSchedule 5.12 attached hereto: (a) During the five-year period prior to the date on which this representation is made or deemed made made: (i) no Termination ERISA Event has occurred, and, to the best knowledge of the BorrowerResponsible Officers of the Loan Parties, no event or condition has occurred or exists as a result of which any Termination ERISA Event would could reasonably be reasonably expected to occur, with respect to any Plan, ; (ii) no “accumulated funding deficiency,” as such term is defined in Section 302 of ERISA and Section 412 of the Code, whether or not waived, has occurred with respect to any Plan, (iii) each Plan has been maintained, operated, and funded in compliance with its own terms and in material compliance with the provisions of ERISA, the Code, and any other applicable federal Federal or state laws, and ; (iviii) no Lien in favor or of the PBGC or a Plan has arisen or is reasonably likely to arise on account of any Plan; and (iv) the minimum required contribution (as defined in Code Section 430(a)) has been contributed for any Pension Plan except if the failure to make the minimum required contribution could not reasonably be expected to have a Material Adverse Effect. (b) No liability has been or is reasonably expected by the Borrower to be incurred under Sections 4062, 4063 or 4064 of ERISA with respect to any Single Employer Plan by the Borrower or any of its Subsidiaries. (c) The actuarial present value of all “projected benefit liabilities” obligation under each Single Employer Plan (determined within the meaning of Section 401(a)(2) of the Code, utilizing the actuarial assumptions used to fund such Plans), whether or not vested, did notPlan, as of the last annual valuation date prior to the date on which this representation is made or deemed mademade (determined, in each case, in accordance with FASB ASC 715, utilizing the actuarial assumptions used in such Plan’s most recent actuarial valuation report), did not exceed as of such valuation date the current fair market value of the assets of such Plan allocable to such accrued liabilities, except as disclosed by more than $150,000,000 in the Borrower’s financial statementsaggregate for all such Plans. (dc) Neither the Borrower any Consolidated Party nor any ERISA Affiliate has incurred, or, to the best knowledge of the BorrowerResponsible Officers of the Loan Parties, is could be reasonably expected to incur, any withdrawal liability under ERISA to any Multiemployer Plan or Multiple Employer Plan. Neither any Consolidated Party nor any ERISA Affiliate would become subject to any withdrawal liability under ERISA if any Consolidated Party or any ERISA Affiliate were to withdraw completely from all Multiemployer Plans and Multiple Employer Plans as of the Borrower valuation date most closely preceding the date on which this representation is made or deemed made. Neither any Consolidated Party nor any ERISA Affiliate has received any notification that any Multiemployer Plan is in reorganization (within the meaning of Section 4241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA), or has been terminated (within the meaning of Title IV of ERISA), and no Multiemployer Plan is, to the best knowledge of the BorrowerResponsible Officers of the Loan Parties, reasonably expected to be in reorganization, insolvent, or terminated. (ed) No prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) other than as exempted under Section 408 of ERISA or breach of fiduciary responsibility has occurred with respect to a Plan, Plan which has subjected or would be reasonably likely to may subject the Borrower any Consolidated Party or any ERISA Affiliate to any material liability under Sections 406, 409, 502(i), or 502(1502(l) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which the Borrower any Consolidated Party or any ERISA Affiliate has agreed or is required to indemnify any person Person against any such liability. (fe) The present value (determined using actuarial and other assumptions that are reasonable Except as reported in the Audited Financial Statements, neither any Consolidated Party nor any ERISA Affiliate has any material liability with respect to the benefits provided and the employees participating) of the liability of the Borrower and each ERISA Affiliate for “expected post-retirement welfare benefits to be provided to their current and former employees under Plans that are welfare benefit plans (as defined in Section 3(1) obligations” within the meaning of ERISA), net of all assets under all such Plans allocable to such benefits, are reflected on the financial statements referenced in Section 7.1 in accordance with FASB 106. (g) ASC 715. Each Plan that which is a welfare plan (as defined in Section 3(1) of ERISA) to which Sections 601-609 of ERISA and Section 4980B of the Code apply has been administered in compliance in all material respects with of such sections. (f) Neither the execution and delivery of this Agreement nor the consummation of the financing transactions contemplated hereunder will involve any transaction which is subject to the prohibitions of Sections 404, 406 or 407 of ERISA or in connection with which a tax could be imposed pursuant to Section 4975 of the Code. The representation by the Loan Parties in the preceding sentence is subject, in the event that the source of the funds used by the Lenders in connection with this transaction is an insurance company’s general asset account, to the application of Prohibited Transaction Class Exemption 95-60, 60 Fed. Reg. 35,925 (1995), compliance with the regulations issued under Section 401(c)(1)(A) of ERISA, or the issuance of any other prohibited transaction exemption or similar relief, to the effect that assets in an insurance company’s general asset account do not constitute assets of an “employee benefit plan” within the meaning of Section 3(3) of ERISA or a “plan” within the meaning of Section 4975(e)(1) of the Code. (g) Borrower represents and warrants as of the Restatement 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 in connection with the Loans or the Commitments.

ERISA. Except as would not result or be reasonably expected to result in a Material Adverse Effect: (a) During the five-year period prior to the date on which this representation is made or deemed made made: (i) no Termination Event has occurred, and, to the best knowledge of the BorrowerCredit Parties, no event or condition has occurred or exists as a result of which any Termination Event would could reasonably be reasonably expected to occur, with respect to any Plan, ; (ii) no “"accumulated funding deficiency,” " as such term is defined in Section 302 of ERISA and Section 412 of the Code, whether or not waived, has occurred with respect to any Plan, ; (iii) each Plan has been maintained, operated, and funded in compliance with its own terms and in material compliance with the provisions of ERISA, the Code, and any other applicable federal or state laws, ; and (iv) no Lien lien in favor or the PBGC or a Plan has arisen or is reasonably likely to arise on account of any Plan. (b) No liability has been or is reasonably expected by the Borrower to be incurred under Sections 4062, 4063 or 4064 of ERISA with respect to any Single Employer Plan by the Borrower or any of its Subsidiaries. (c) The actuarial present value of all “"benefit liabilities” " under each Single Employer Plan (determined within the meaning of Section 401(a)(2) of the Code, utilizing the actuarial assumptions used to fund such Plans), whether or not vested, did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the current value of the assets of such Plan allocable to such accrued liabilities, except as disclosed in the Borrower’s financial statements. (dc) Neither the Borrower Borrower, nor any of its Subsidiaries nor any ERISA Affiliate has incurred, or, to the best knowledge of the BorrowerCredit Parties, is are reasonably expected to incur, any withdrawal liability under ERISA to any Multiemployer Plan or Multiple Employer Plan. Neither the Borrower Borrower, nor any of its Subsidiaries nor any ERISA Affiliate has received any notification that any Multiemployer Plan is in reorganization (within the meaning of Section 4241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA), or has been terminated (within the meaning of Title IV of ERISA), and no Multiemployer Plan is, to the best knowledge of the BorrowerCredit Parties, reasonably expected to be in reorganization, insolvent, or terminated. (ed) No prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) or breach of fiduciary responsibility has occurred with respect to a Plan, Plan which has subjected or would be reasonably likely to may subject the Borrower or any of its Subsidiaries or any ERISA Affiliate to any liability under Sections 406, 409, 502(i), or 502(1502(l) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which the Borrower or any of its Subsidiaries or any ERISA Affiliate has agreed or is required to indemnify any person against any such liability. (fe) The present value (determined using actuarial and other assumptions that which are reasonable with respect to the benefits provided and the employees participating) of the liability of the Borrower and its Subsidiaries and each ERISA Affiliate for post-retirement welfare benefits to be provided to their current and former employees under Plans that which are welfare benefit plans (as defined in Section 3(1) of ERISA), net of all assets under all such Plans allocable to such benefits, are reflected on the financial statements referenced in Section 7.1 Financial Statements in accordance with FASB FAS 106. (gf) Each Plan that which is a welfare plan (as defined in Section 3(1) of ERISA) to which Sections 601-609 of ERISA and Section 4980B of the Code apply has been administered in compliance in all material respects with such sections.

ERISA. Except as would not result in or would not reasonably be reasonably expected to result in a Material Adverse Effect:. (a) During the five-year period prior to the date on which this representation is made or deemed made (i) no Termination No ERISA Event has occurred, and, to the best knowledge of the BorrowerCompany, each of its Subsidiaries and each ERISA Affiliate, no event or condition has occurred or exists as a result of which any Termination ERISA Event would could reasonably be reasonably expected to occur, with respect to any Plan, ; (ii) no “accumulated funding deficiency,” as such term is defined in Section 302 of ERISA and Section 412 of the Code, whether or not waived, has occurred with respect to any Plan, (iii) each Plan has been maintained, operated, and funded in compliance with its own terms and in material compliance with the provisions of ERISA, the Code, and any other applicable federal or state laws; (iii) each Plan that is intended to qualify under Section 401(a) of the Code has received a favorable determination letter from the IRS or an application for such a letter is currently being processed by the IRS with respect thereto and, to the best knowledge of the Company, each of its Subsidiaries and each ERISA Affiliate, nothing has occurred which would prevent, or cause the loss of, such qualification; and (iv) no Lien in favor or the PBGC or a Plan has arisen or is reasonably likely to arise on account of any Plan. (b) No liability has been or is reasonably expected by the Borrower to be incurred under Sections 4062, 4063 or 4064 of ERISA with respect to any Single Employer Plan by the Borrower or any of its Subsidiaries. (c) The actuarial present value of all “benefit liabilities” under each Single Employer Plan (determined within the meaning of as defined in Section 401(a)(24001(a)(16) of the Code, utilizing the actuarial assumptions used to fund such PlansERISA), whether or not vested, did notunder each Single Employer Plan, as of the last annual valuation date prior to the date on which this representation is made or deemed mademade (determined, in each case, in accordance with Financial Accounting Standards Board Statement 87, utilizing the actuarial assumptions used in such Plan’s most recent actuarial valuation report), did not exceed as of such valuation date the current fair market value of the assets of such Plan allocable allocated to such accrued liabilities, except as disclosed in the Borrower’s financial statements. (dc) Neither the Borrower Company nor any Subsidiary of the Company nor any ERISA Affiliate has incurred, or, to the best knowledge of the Borrowereach such party’s knowledge, is reasonably expected to incur, any liability under Title IV of ERISA with respect to any Single Employer Plan (other than contributions to the Plan or premiums to the PBGC in the ordinary course and without default), or any withdrawal liability under ERISA to any Multiemployer Plan or Multiple Employer Plan. Neither the Borrower Company nor any Subsidiary of the Company nor any ERISA Affiliate would become subject to any withdrawal liability under ERISA if any such party were to withdraw completely from all Multiemployer Plans and Multiple Employer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. Neither the Company nor any Subsidiary of the Company nor any ERISA Affiliate has received any notification that any Multiemployer Plan is in reorganization (within the meaning of Section 4241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA), or has been terminated (within the meaning of Title IV of ERISA), and no Multiemployer Plan is, to the best knowledge of the Borrowereach such Person’s knowledge, reasonably expected to be in reorganization, insolvent, or terminated. Neither the Company nor any Subsidiary of the Company nor any ERISA Affiliate has engaged in a transaction that could be subject to Sections 4069 or 4212(c) of ERISA. (ed) No prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) or breach of fiduciary responsibility has occurred with respect to a Plan, Plan which has subjected or would be reasonably likely to may subject the Borrower Company, any Subsidiary of the Company or any ERISA Affiliate to any liability under Sections 406, 409, 502(i), or 502(1502(l) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which the Borrower Company, any Subsidiary of the Company or any ERISA Affiliate has agreed or is required to indemnify any person against any such liability. There are no pending or, to the best knowledge of the Company, each of its Subsidiaries and each ERISA Affiliate, 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. (fe) The present value (determined using actuarial and other assumptions that are reasonable Neither the Company nor any Subsidiary of the Company nor any ERISA Affiliate has any material liability with respect to the benefits provided and the employees participating) of the liability of the Borrower and each ERISA Affiliate for “expected post-retirement welfare benefits to be provided to their current and former employees under Plans that are welfare benefit plans (as defined in Section 3(1) obligations” within the meaning of ERISA), net of all assets under all such Plans allocable to such benefits, are reflected on the financial statements referenced in Section 7.1 in accordance with FASB Financial Accounting Standards Board Statement 106. (g) . Each Plan that is a welfare plan (as defined in Section 3(1) of ERISA) to which Sections 601-609 of ERISA and Section 4980B of the Code apply has been administered in compliance in all material respects with such sections.

ERISA. Except as would not result or be reasonably expected to result in a Material Adverse Effect: (a) During the five-year period prior to the date on which this representation is made or deemed made made: (i) no Termination Event has occurred, and, to the best knowledge of the BorrowerAirgas, no event or condition has occurred or exists as a result of which any Termination Event would could reasonably be reasonably expected to occur, with respect to any Plan, ; (ii) no “"accumulated funding deficiency,” " as such term is defined in Section 302 of ERISA and Section 412 of the Code, whether or not waived, has occurred with respect to any Plan, ; (iii) each Single Employer Plan and, to the best knowledge of Airgas, each Multiemployer Plan has been maintained, operated, and funded in compliance with its own terms and in material compliance with the provisions of ERISA, the Code, and any other applicable federal or state laws, ; and (iv) no Lien lien in favor or of the PBGC or a Plan has arisen or is reasonably likely to arise on account of any Plan. (b) No liability has been or is reasonably expected by the Borrower to be incurred under Sections 4062, 4063 or 4064 of ERISA with respect to any Single Employer Plan by the Borrower or any of its Subsidiaries. (c) The actuarial present value of all “"benefit liabilities” " under each all Single Employer Plan Plans (determined within the meaning of Section 401(a)(2) of the Code, utilizing the actuarial assumptions used to fund such Plans), whether or not vested, did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the current value of the assets of all such Plan allocable to such accrued liabilities, except as disclosed in the Borrower’s financial statementsPlans. (dc) Neither the Borrower nor No Consolidated Party or any ERISA Affiliate has incurred, or, to the best knowledge of the BorrowerAirgas, is could be reasonably expected to incur, any withdrawal liability under ERISA to any Multiemployer Plan or Multiple Employer Plan. Neither No Consolidated Party or any ERISA Affiliate would become subject to any withdrawal liability under ERISA if any Consolidated Party or any ERISA Affiliate were to withdraw completely from all Multiemployer Plans and Multiple Employer Plans as of the Borrower nor valuation date most closely preceding the date on which this representation is made or deemed made. No Consolidated Party or any ERISA Affiliate has received any notification that any Multiemployer Plan is in reorganization (within the meaning of Section 4241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA), or has been terminated (within the meaning of Title IV of ERISA), and no Multiemployer Plan is, to the best knowledge of the BorrowerAirgas, reasonably expected to be in reorganization, insolvent, or terminated. (ed) No prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) or breach of fiduciary responsibility has occurred with respect to a Plan, Plan which has subjected or would be reasonably likely to may subject the Borrower any Consolidated Party or any ERISA Affiliate to any liability under Sections 406, 409, 502(i), or 502(1502(l) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which the Borrower any Consolidated Party or any ERISA Affiliate has agreed or is required to indemnify any person against any such liability. (f) The present value (determined using actuarial and other assumptions that are reasonable with respect to the benefits provided and the employees participating) of the liability of the Borrower and each ERISA Affiliate for post-retirement welfare benefits to be provided to their current and former employees under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA), net of all assets under all such Plans allocable to such benefits, are reflected on the financial statements referenced in Section 7.1 in accordance with FASB 106. (g) Each Plan that is a welfare plan (as defined in Section 3(1) of ERISA) to which Sections 601-609 of ERISA and Section 4980B of the Code apply has been administered in compliance in all material respects with such sections.

ERISA. Except as would not result or reasonably be reasonably expected to result in a Material Adverse Effect: (a) During the five-year period prior to the date on which this representation is made or deemed made made: (i) no Termination ERISA Event has occurred, and, to the best knowledge of the Borrower, no event or condition has occurred or exists as a result of which any Termination ERISA Event would be reasonably expected to occur, with respect to any Plan, ; (ii) no “"accumulated funding deficiency,” " as such term is defined in Section 302 of ERISA and Section 412 of the Code, whether or not waived, has occurred with respect to any Plan, ; (iii) each Plan has been maintained, operated, and funded in compliance with its own terms and in material compliance with the provisions of ERISA, the Code, and any other applicable federal or state laws, ; and (iv) no Lien in favor or the PBGC or a Plan has arisen or is reasonably likely to arise on account of any Plan. (b) No liability has been or is reasonably expected by the Borrower to be incurred under Sections 4062, 4063 or 4064 of ERISA with respect to any Single Employer Plan by the Borrower or any of its Subsidiaries. (c) The actuarial present value of all “"benefit liabilities” " under each Single Employer Plan (determined within the meaning of Section 401(a)(2) of the Code, utilizing the actuarial assumptions used to fund such Plans), whether or not vested, did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the current value of the assets of such Plan allocable to such accrued liabilities, except as disclosed in the Borrower’s 's financial statements. (dc) Neither the Borrower nor any ERISA Affiliate has incurred, or, to the best knowledge of the Borrower, is reasonably expected to incur, any withdrawal liability under ERISA to any Multiemployer Plan or Multiple Employer Plan. Neither the Borrower nor any ERISA Affiliate has received any notification that any Multiemployer Plan is in reorganization (within the meaning of Section 4241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA), or has been terminated (within the meaning of Title IV of ERISA), and no Multiemployer Plan is, to the best knowledge of the Borrower, reasonably expected to be in reorganization, insolvent, or terminated. (ed) No prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) or breach of fiduciary responsibility has occurred with respect to a Plan, Plan which has subjected or would be reasonably likely to subject the Borrower or any ERISA Affiliate to any liability under Sections 406, 409, 502(i), or 502(1502(l) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which the Borrower or any ERISA Affiliate has agreed or is required to indemnify any person against any such liability. (fe) The present value (determined using actuarial and other assumptions that which are reasonable with respect to the benefits provided and the employees participating) of the liability of the Borrower and each ERISA Affiliate for post-retirement welfare benefits to be provided to their current and former employees under Plans that which are welfare benefit plans (as defined in Section 3(1) of ERISA), net of all assets under all such Plans allocable to such benefits, are reflected on the financial statements referenced in Section 7.1 in accordance with FASB 106. (gf) Each Plan that which is a welfare plan (as defined in Section 3(1) of ERISA) to which Sections 601-609 of ERISA and Section 4980B of the Code apply has been administered in compliance in all material respects with such sections.

ERISA. Except as would Neither a Reportable Event nor a failure to satisfy the “minimum funding standards” (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to each Plan (whether or not result or be reasonably expected to result in a Material Adverse Effect: (awaived) During has occurred during the five-year five‑year period prior to the date on which this representation is made or deemed made (i) no Termination Event has occurred, and, to the best knowledge of the Borrower, no event or condition has occurred or exists as a result of which any Termination Event would be reasonably expected to occur, with respect to any Plan, (ii) no “accumulated funding deficiency,” as such term is defined and each Plan has complied in Section 302 all material respects with the applicable provisions of ERISA and Section 412 of the Code, whether or not waived, has occurred with respect to any Plan, ; (iiib) each no termination of a Single Employer Plan has been maintainedoccurred, operated, and funded in compliance with its own terms and in material compliance with the provisions of ERISA, the Code, and any other applicable federal or state laws, and (iv) no Lien in favor or of the PBGC or a Plan has arisen and no determination has been made that a Plan is, or is reasonably likely expected to arise on account be, “at risk” (within the meaning of any Plan. (b) No liability has been Section 430 of the Code or is reasonably expected by the Borrower to be incurred under Sections 4062Section 303 of ERISA), 4063 or 4064 of ERISA with respect to any Single Employer Plan by the Borrower or any of its Subsidiaries. during such five-year period; (c) The actuarial the present value of all “benefit liabilities” accrued benefits under each Single Employer Plan (determined within the meaning of Section 401(a)(2) of the Code, utilizing the actuarial based on those assumptions used to fund such Plans), whether or not vested, ) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the current value of the assets of such Plan allocable to such accrued liabilities, except as disclosed in the Borrower’s financial statements. benefits by a material amount; (d) Neither neither the Borrower nor any ERISA Affiliate Commonly Controlled Entity has incurred, or, to the best knowledge of the Borrower, is reasonably expected to incur, any had a complete or partial withdrawal liability under ERISA to from any Multiemployer Plan that has resulted or Multiple Employer Plan. Neither could reasonably be expected to result in a liability under ERISA, and neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA Affiliate has received if the Borrower or any notification that any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made; and (e) no such Multiemployer Plan is in reorganization “endangered” or “critical” status (within the meaning of Section 4241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA), or has been terminated (within the meaning of Title IV of ERISA), and no Multiemployer Plan is, to the best knowledge 432 of the Borrower, reasonably expected to be in reorganization, insolvent, or terminated. (e) No prohibited transaction (within the meaning of Section 406 of ERISA Code or Section 4975 of the Code) or breach of fiduciary responsibility has occurred with respect to a Plan, which has subjected or would be reasonably likely to subject the Borrower or any ERISA Affiliate to any liability under Sections 406, 409, 502(i), or 502(1) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which the Borrower or any ERISA Affiliate has agreed or is required to indemnify any person against any such liability. (f) The present value (determined using actuarial and other assumptions that are reasonable with respect to the benefits provided and the employees participating) of the liability of the Borrower and each ERISA Affiliate for post-retirement welfare benefits to be provided to their current and former employees under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA), net of all assets under all such Plans allocable to such benefits, are reflected on the financial statements referenced in Section 7.1 in accordance with FASB 106. (g) Each Plan that is a welfare plan (as defined in Section 3(1) 305 of ERISA) or in Reorganization or Insolvent, except where, in each of clauses (a) through (e), such event or condition, together with all other events or conditions, could not reasonably be expected to which Sections 601-609 of ERISA and Section 4980B of the Code apply has been administered in compliance in all material respects with such sectionshave a Material Adverse Effect.

ERISA. Except as would not result or reasonably be reasonably expected to result in a US Material Adverse Effect: (a) During the five-year period prior to the date on which this representation is made or deemed made made: (i) no Termination Event has occurred, and, to the best knowledge of the BorrowerUS Borrower or Holdings, no event or condition has occurred or exists as a result of which any Termination Event would be reasonably expected to occur, ; (ii) there has been no failure to meet the minimum funding standards under Section 430 of the Code or Section 303 of ERISA (determined without regard to any waiver of funding provisions therein) with respect to any Plan, (ii) no “accumulated funding deficiency,” as such term is defined in Section 302 of ERISA and Section 412 of the Code, whether or not waived, has occurred with respect to any Plan, ; (iii) each Plan (excluding any Multiemployer Plan) has been maintained, operated, and funded in material compliance with its own terms and in material compliance with the provisions of ERISA, the Code, and any other applicable federal or state laws, ; and (iv) no Lien in favor or of the PBGC or a Plan has arisen or is reasonably likely to arise on account of any Plan. (b) No liability has been or is reasonably expected by the Borrower to be incurred under Sections 4062, 4063 or 4064 of ERISA with respect to any Single Employer Plan by the Borrower or any of its Subsidiaries. (c) The aggregate actuarial present value of all “benefit liabilities” under each accumulated plan benefits of all Single Employer Plan Plans (determined within the meaning of Section 401(a)(2) of the Code, utilizing the actuarial assumptions used to fund such Plans), whether or not vested, for purposes of Statement of Financial Accounting Standards No. 35) did not, as of the last most recent valuation dates reflected in Holdings’ annual valuation date prior to the date on which this representation is made or deemed madefinancial statements contained in Holdings’ most recent Form 10-K, exceed the current aggregate fair market value of the assets of all such Plan allocable to such accrued liabilitiesSingle Employer Plans, except as disclosed in the Borrower’s Holdings’ financial statements. (dc) Neither the Borrower nor None of US Borrower, Holdings, any Subsidiary of either or any ERISA Affiliate has incurred, or, to the best knowledge of the BorrowerUS Borrower or Holdings, is reasonably expected to incur, any withdrawal liability under ERISA to any Multiemployer Plan or Multiple Employer Plan. Neither the Borrower nor None of US Borrower, Holdings, any Subsidiary of either or any ERISA Affiliate has received any notification that any Multiemployer Plan is in reorganization (within the meaning of Section 4241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA), or has been terminated (within the meaning of Title IV of ERISA), and no Multiemployer Plan is, to the best knowledge of the Borrower, reasonably expected to be in reorganization, insolvent, or terminated. (ed) No prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) or breach of fiduciary responsibility has occurred with respect to a Plan, Plan which has subjected or would be reasonably likely to subject the Borrower US Borrower, Holdings, any Subsidiary of either, or any ERISA Affiliate to any material liability under Sections 406, 409, 502(i), or 502(1502(l) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which the Borrower US Borrower, Holdings, any Subsidiary of either, or any ERISA Affiliate has agreed or is required to indemnify any person against any such liability. (fe) The aggregate actuarial present value (determined using actuarial and other assumptions that are reasonable with respect to the benefits provided and the employees participating) of the liability of the Borrower and each ERISA Affiliate for all accumulated post-retirement welfare benefits to be provided to benefit obligations of US Borrower, Holdings, their current Subsidiaries and former employees the ERISA Affiliates (determined utilizing the assumptions used for purposes of Statement of Financial Accounting Standards No. 106) under Plans that which are welfare benefit plans (as defined in Section 3(1) of ERISA), net as of all assets under all such Plans allocable to such benefitsthe most recent valuation dates reflected in Holdings’ annual financial statements contained in Holdings’ most recent form 10-K, are reflected on the such financial statements referenced in Section 7.1 in accordance with FASB Statement of Financial Accounting Standards No. 106. (g) Each Plan that is a welfare plan (as defined in Section 3(1) of ERISA) to which Sections 601-609 of ERISA and Section 4980B of the Code apply has been administered in compliance in all material respects with such sections.

ERISA. Except as would not result or reasonably be reasonably expected to result in have a Material Adverse Effect: (a) During the five-year period prior to the date on which this representation is made or deemed made made: (i) no Termination ERISA Event has occurred, and, to the best knowledge of the BorrowerCredit Parties, no event or condition has occurred or exists as a result of which any Termination ERISA Event would could reasonably be reasonably expected to occur, with respect to any Plan, ; (ii) no “"accumulated funding deficiency,” " as such term is defined in Section 302 of ERISA and Section 412 of the Internal Revenue Code, whether or not waived, has occurred with respect to any Plan, ; (iii) each Plan has been maintained, operated, and funded in compliance with its own terms and in material compliance with the provisions of ERISA, the Internal Revenue Code, and any other applicable federal or state laws, ; and (iv) no Lien lien in favor or of the PBGC or a Plan has arisen or is reasonably likely to arise on account of any Plan. (b) No liability has been or is reasonably expected by the Borrower to be incurred under Sections 4062, 4063 or 4064 of ERISA with respect to any Single Employer Plan by the Borrower or any of its Subsidiaries. (c) The actuarial present value of all “"benefit liabilities” under each Single Employer Plan " (determined within the meaning of as defined in Section 401(a)(24001(a)(16) of the Code, utilizing the actuarial assumptions used to fund such PlansERISA), whether or not vested, did notunder each Single Employer Plan, as of the last annual valuation date prior to the date on which this representation is made or deemed mademade (determined, in each case, in accordance with Financial Accounting Standards Board Statement 87, utilizing the actuarial assumptions used in such Plan's most recent actuarial valuation report), did not exceed as of such valuation date the current fair market value of the assets of such Plan allocable to such accrued liabilities, except as disclosed in the Borrower’s financial statementsPlan. (dc) Neither No member of the Borrower Consolidated Group nor any ERISA Affiliate has incurred, or, to the best knowledge of the BorrowerCredit Parties, is could be reasonably expected to incur, any withdrawal liability under ERISA to any Multiemployer Plan or Multiple Employer Plan. Neither No member of the Borrower Consolidated Group nor any ERISA Affiliate would become subject to any withdrawal liability under ERISA if any member of the Consolidated Group or any ERISA Affiliate were to withdraw completely from all Multiemployer Plans and Multiple Employer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. No member of the Consolidated Group nor any ERISA Affiliate has received any notification that any Multiemployer Plan is in reorganization (within the meaning of Section 4241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA), or has been terminated (within the meaning of Title IV of ERISA), and no Multiemployer Plan is, to the best knowledge of the BorrowerCredit Parties, reasonably expected to be in reorganization, insolvent, or terminated. (ed) No prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Internal Revenue Code) or breach of fiduciary responsibility has occurred with respect to a Plan, Plan which has subjected or would be reasonably likely to may subject any member of the Borrower Consolidated Group or any ERISA Affiliate to any liability under Sections 406, 409, 502(i), or 502(1502(l) of ERISA or Section 4975 of the Internal Revenue Code, or under any agreement or other instrument pursuant to which any member of the Borrower Consolidated Group or any ERISA Affiliate has agreed or is required to indemnify any person against any such liability. (fe) The present value (determined using actuarial and other assumptions that are reasonable No member of the Consolidated Group nor any ERISA Affiliates has any material liability with respect to the benefits provided and the employees participating) of the liability of the Borrower and each ERISA Affiliate for "expected post-retirement welfare benefits to be provided to their current and former employees under Plans that are welfare benefit plans (as defined in Section 3(1) obligations" within the meaning of ERISA), net of all assets under all such Plans allocable to such benefits, are reflected on the financial statements referenced in Section 7.1 in accordance with FASB Financial Accounting Standards Board Statement 106. (g) . Each Plan that which is a welfare plan (as defined in Section 3(1) of ERISA) to which Sections 601-609 of ERISA and Section 4980B of the Internal Revenue Code apply has been administered in compliance in all material respects with of such sections.

ERISA. Except as would not result or be reasonably expected to result in a Material Adverse Effect: (a) During the five-year period prior to the date on which this representation is made or deemed made made: (i) no Termination Event has occurred, and, to the best knowledge of the Borrower, no event or condition has occurred or exists as a result of which any Termination Event would be is reasonably expected to occur, with respect to any Plan, ; (ii) no “"accumulated funding deficiency,” " as such term is defined in Section 302 of ERISA and Section 412 of the Code, whether or not waived, has occurred with respect to any Plan, ; (iii) each Plan has been maintained, operated, and funded in material compliance with its own terms and in material compliance with the provisions of ERISA, the Code, and any other applicable federal or state laws, ; and (iv) no Lien in favor or the PBGC or a Plan has arisen or is reasonably likely expected to arise on account of any Plan. (b) No liability has been or is reasonably expected by the Borrower to be incurred under Sections 4062, 4063 or 4064 of ERISA with respect to any Single Employer Plan by the Borrower or any of its SubsidiariesSubsidiaries which has or would reasonably be expected to have a Material Adverse Effect. (c) The actuarial present value of all “"benefit liabilities” " under each Single Employer Plan (determined within the meaning of Section 401(a)(2) of the Code, utilizing the actuarial assumptions used to fund such Plans), whether or not vested, did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the current value of the assets of such Plan allocable to such accrued liabilities, except as disclosed in the Borrower’s 's financial statements. (d) Neither the Borrower nor any ERISA Affiliate has incurred, or, to the best knowledge of the Borrower, is reasonably expected to incur, any withdrawal liability under ERISA to any Multiemployer Plan or Multiple Employer Plan. Neither the Borrower nor any ERISA Affiliate has received any notification that any Multiemployer Plan is in reorganization (within the meaning of Section 4241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA), or has been terminated (within the meaning of Title IV of ERISA), and no Multiemployer Plan is, to the best knowledge of the Borrower, reasonably expected to be in reorganization, insolvent, or terminated. (e) No prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) or breach of fiduciary responsibility has occurred with respect to a Plan, Plan which has subjected or would be is reasonably likely to subject the Borrower or any ERISA Affiliate to any liability under Sections 406, 407, 409, 502(i), or 502(1502(l) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which the Borrower or any ERISA Affiliate has agreed or is required to indemnify any person against any such liability. (f) The present value (determined using actuarial and other assumptions that which are reasonable with respect to the benefits provided and the employees participating) of the liability of the Borrower and each ERISA Affiliate for post-retirement welfare benefits to be provided to their current and former employees under Plans that which are welfare benefit plans (as defined in Section 3(1) of ERISA), net of all assets under all such Plans allocable to such benefits, are reflected on the financial statements referenced in Section 7.1 in accordance with FASB 106. (g) Each Plan that which is a welfare plan (as defined in Section 3(1) of ERISA) to which Sections 601-609 of ERISA and Section 4980B of the Code apply has been administered in compliance in all material respects with such sections.

ERISA. Except as as, in the aggregate, does not or would not result or reasonably be reasonably expected to result in a Material Adverse Effect: (a) During : neither a Reportable Event nor a failure to satisfy the five-minimum funding standard of Section 430 of the Code or Section 303 of ERISA, whether or not waived, with respect to a Plan has occurred during the five year period prior to the date on which this representation is made or deemed made (i) no Termination Event has occurred, and, to the best knowledge of the Borrower, no event or condition has occurred or exists as a result of which any Termination Event would be reasonably expected to occur, with respect to any Plan, (ii) no “accumulated funding deficiency,” as such term is defined and each Plan has complied in Section 302 all respects with the applicable provisions of ERISA and Section 412 of the Code, whether or not waived, has occurred with respect to any Plan, (iii) each ; no termination of a Single Employer Plan has been maintained, operatedoccurred, and funded in compliance with its own terms and in material compliance with the provisions of ERISA, the Code, and any other applicable federal or state laws, and (iv) no Lien in favor or of the PBGC or a Plan has arisen or is reasonably likely to arise on account of any Plan. (b) No liability has been or is reasonably expected by arisen, during such five-year period; the Borrower to be incurred under Sections 4062, 4063 or 4064 of ERISA with respect to any Single Employer Plan by the Borrower or any of its Subsidiaries. (c) The actuarial present value of all “benefit liabilities” accrued benefits under each Single Employer Plan (determined within the meaning of Section 401(a)(2) of the Code, utilizing the actuarial based on those assumptions used to fund such Plans), whether or not vested, ) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the current value of the assets of such Plan allocable to such accrued liabilities, except as disclosed in the Borrower’s financial statements. (d) Neither benefits; neither the Borrower nor any ERISA Affiliate Commonly Controlled Entity has incurred, or, had a complete or partial withdrawal from any Multiemployer Plan; to the best knowledge of the BorrowerBorrower after due inquiry, is reasonably expected to incur, any withdrawal liability under ERISA to any Multiemployer Plan or Multiple Employer Plan. Neither neither the Borrower nor any Commonly Controlled Entity would become subject to any liability under ERISA Affiliate has received if the Borrower or any notification that any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made; and to the knowledge of the Borrower after due inquiry, no Multiemployer Plan is in reorganization (within the meaning of Section 4241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA), Reorganization or has been terminated (within the meaning of Title IV of ERISA), and no Multiemployer Plan is, to the best knowledge of the Borrower, reasonably expected to be in reorganization, insolvent, or terminatedInsolvent. (e) No prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) or breach of fiduciary responsibility has occurred with respect to a Plan, which has subjected or would be reasonably likely to subject the Borrower or any ERISA Affiliate to any liability under Sections 406, 409, 502(i), or 502(1) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which the Borrower or any ERISA Affiliate has agreed or is required to indemnify any person against any such liability. (f) The present value (determined using actuarial and other assumptions that are reasonable with respect to the benefits provided and the employees participating) of the liability of the Borrower and each ERISA Affiliate for post-retirement welfare benefits to be provided to their current and former employees under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA), net of all assets under all such Plans allocable to such benefits, are reflected on the financial statements referenced in Section 7.1 in accordance with FASB 106. (g) Each Plan that is a welfare plan (as defined in Section 3(1) of ERISA) to which Sections 601-609 of ERISA and Section 4980B of the Code apply has been administered in compliance in all material respects with such sections.

ERISA. Except as would not result in or would not reasonably be reasonably expected to result in a Material Adverse Effect: (a) During the five-year period prior to the date on which this representation is made or deemed made (i) no Termination No ERISA Event has occurred, and, to the best knowledge of the BorrowerCredit Parties, each of their Subsidiaries and each ERISA Affiliate, no event or condition has occurred or exists as a result of which any Termination ERISA Event would could reasonably be reasonably expected to occur, with respect to any Plan, ; (ii) no “accumulated funding deficiency,” as such term is defined in Section 302 of ERISA and Section 412 of the Code, whether or not waived, has occurred with respect to any Plan and no application for a funding waiver or an extension of any amortization period pursuant to Section 412 of the Code has been made with respect to any Plan, ; (iii) each Plan has been maintained, operated, and funded in compliance with its own terms and in material compliance with the provisions of ERISA, the Code, and any other applicable federal or state laws; (iv) each Plan that is intended to qualify under Section 401(a) of the Code has received a favorable determination letter from the IRS or an application for such a letter is currently being processed by the IRS with respect thereto and, to the best knowledge of the Credit Parties, each of their Subsidiaries and each ERISA Affiliate, nothing has occurred which would prevent, or cause the loss of, such qualification; and (ivv) no Lien in favor or the PBGC or a Plan has arisen or is reasonably likely to arise on account of any Plan. (b) No liability has been or is reasonably expected by the Borrower to be incurred under Sections 4062, 4063 or 4064 of ERISA with respect to any Single Employer Plan by the Borrower or any of its Subsidiaries. (c) The actuarial present value of all “benefit liabilities” under each Single Employer Plan (determined within the meaning of as defined in Section 401(a)(24001(a)(16) of the Code, utilizing the actuarial assumptions used to fund such PlansERISA), whether or not vested, did notunder each Single Employer Plan, as of the last annual valuation date prior to the date on which this representation is made or deemed mademade (determined, in each case, in accordance with Financial Accounting Standards Board Statement 87, utilizing the actuarial assumptions used in such Plan’s most recent actuarial valuation report), did not exceed as of such valuation date the current fair market value of the assets of such Plan allocable allocated to such accrued liabilities, except as disclosed in the Borrower’s financial statements. (dc) Neither the Borrower No Credit Party nor any Subsidiary of a Credit Party nor any ERISA Affiliate has incurred, or, to the best knowledge of the Borrowereach such party’s knowledge, is reasonably expected to incur, any liability under Title IV of ERISA with respect to any Single Employer Plan, or any withdrawal liability under ERISA to any Multiemployer Plan or Multiple Employer Plan. Neither No Credit Party nor any Subsidiary of a Credit Party nor any ERISA Affiliate would become subject to any withdrawal liability under ERISA if any such party were to withdraw completely from all Multiemployer Plans and Multiple Employer Plans as of the Borrower valuation date most closely preceding the date on which this representation is made or deemed made. No Credit Party nor any Subsidiary of a Credit Party nor any ERISA Affiliate has received any notification that any Multiemployer Plan is in reorganization (within the meaning of Section 4241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA), or has been terminated (within the meaning of Title IV of ERISA), and no Multiemployer Plan is, to the best knowledge of the Borrowereach such Person’s knowledge, reasonably expected to be in reorganization, insolvent, or terminated. No Credit Party nor any Subsidiary of a Credit Party nor any ERISA Affiliate has engaged in a transaction that could be subject to Sections 4069 or 4212(c) of ERISA. (ed) No prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) or breach of fiduciary responsibility has occurred with respect to a Plan, Plan which has subjected or would be reasonably likely to may subject the Borrower a Credit Party, any Subsidiary of a Credit Party or any ERISA Affiliate to any liability under Sections 406, 409, 502(i), or 502(1502(l) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which the Borrower a Credit Party, any Subsidiary of a Credit Party or any ERISA Affiliate has agreed or is required to indemnify any person against any such liability. There are no pending or, to the best knowledge of the Credit Parties, each of their Subsidiaries and each ERISA Affiliate, 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. (fe) The present value (determined using actuarial and other assumptions that are reasonable No Credit Party nor any Subsidiary of a Credit Party nor any ERISA Affiliate has any material liability with respect to the benefits provided and the employees participating) of the liability of the Borrower and each ERISA Affiliate for “expected post-retirement welfare benefits to be provided to their current and former employees under Plans that are welfare benefit plans (as defined in Section 3(1) obligations” within the meaning of ERISA), net of all assets under all such Plans allocable to such benefits, are reflected on the financial statements referenced in Section 7.1 in accordance with FASB Financial Accounting Standards Board Statement 106. (g) . Each Plan that is a welfare plan (as defined in Section 3(1) of ERISA) to which Sections 601-609 of ERISA and Section 4980B of the Code apply has been administered in compliance in all material respects with such sections.

ERISA. Except as would not result or reasonably be reasonably expected to result in a Material Adverse Effect: (a) During the five-year period prior to the date on which this representation is made or deemed made made: (i) no Termination ERISA Event has occurred, and, to the best knowledge of the Borrower, no event or condition has occurred or exists as a result of which any Termination ERISA Event would be reasonably expected to occur, with respect to any Plan, ; (ii) no “accumulated funding deficiency,” as such term is defined in Section 302 of ERISA and Section 412 of the Code, whether or not waived, has occurred with respect to any Plan, (iii) each Plan has been maintained, operated, and funded in compliance with its own terms and in material compliance with the provisions of ERISA, the Code, and any other applicable federal or state laws, ; and (iviii) no Lien in favor or the PBGC or a Plan has arisen or is reasonably likely to arise on account of any Plan. (b) No liability has been or is reasonably expected by the Borrower to be incurred under Sections 4062, 4063 or 4064 of ERISA with respect to any Single Employer Plan by the Borrower or any of its Subsidiaries. (c) The actuarial present value of all “benefit liabilities” under each Single Employer Plan (determined within the meaning of Section 401(a)(2) of the Code, utilizing the actuarial assumptions used to fund such Plans), whether or not vested, did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the current value of the assets of such Plan allocable to such accrued liabilities, except as disclosed in the Borrower’s financial statements. (dc) Neither the Borrower Borrower, its Subsidiaries nor any ERISA Affiliate has incurred, or, to the best knowledge of the Borrower, is reasonably expected to incur, any withdrawal liability under ERISA to any Multiemployer Plan or Multiple Employer Plan. Neither the Borrower Borrower, its Subsidiaries, nor any ERISA Affiliate has received any notification that any Multiemployer Plan is in reorganization (within the meaning of Section 4241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA), or has been terminated (within the meaning of Title IV of ERISA), and no Multiemployer Plan is, to the best knowledge of the Borrower, reasonably expected to be in reorganization, insolvent, insolvent or terminated. (ed) No prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) or breach of fiduciary responsibility has occurred with respect to a Plan, Plan which has subjected or would be reasonably likely to subject the Borrower or any ERISA Affiliate to any liability under Sections 406, 409, 502(i), or 502(1502(l) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which the Borrower or any ERISA Affiliate has agreed or is required to indemnify any person against any such liability. (fe) The present value (determined using actuarial and other assumptions that which are reasonable with respect to the benefits provided and the employees participating) of the liability of the Borrower Borrower, its Subsidiaries, and each ERISA Affiliate for post-retirement welfare benefits to be provided to their current and former employees under Plans that which are welfare benefit plans (as defined in Section 3(1) of ERISA), net of all assets under all such Plans allocable to such benefits, are reflected on the financial statements referenced in Section 7.1 in accordance with FASB 106. (gf) Each Plan that which is a welfare plan (as defined in Section 3(1) of ERISA) to which Sections 601-609 of ERISA and Section 4980B of the Code apply has been administered in compliance in all material respects with such sections.

ERISA. (a) Except as would not result reasonably be expected, either individually or be reasonably expected in the aggregate, to result in have a Material Adverse Effect: : (ai) During neither a Reportable Event nor a failure to meet the five-minimum funding standards (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) with respect to periods beginning on or after April 1, 2010 or an “accumulated funding deficiency” (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) has occurred during the five year period prior to the date on which this representation is made or deemed made (i) no Termination Event has occurred, and, to the best knowledge of the Borrower, no event or condition has occurred or exists as a result of which any Termination Event would be reasonably expected to occur, with respect to any Single Employer Plan, and each Single Employer Plan has complied with the applicable provisions of ERISA and the Code; (ii) no “accumulated funding deficiency,” as such term is defined in Section 302 termination of ERISA and Section 412 of the Code, whether or not waived, has occurred with respect to any Plan, (iii) each a Single Employer Plan has been maintained, operatedoccurred, and funded in compliance with its own terms and in material compliance with the provisions of ERISA, the Code, and any other applicable federal or state laws, and (iv) no Lien in favor or of the PBGC or a Plan has arisen or is reasonably likely to arise on account the assets of any Plan. (b) No liability has been or is reasonably expected by the Borrower to be incurred under Sections 4062, 4063 or 4064 of ERISA with respect to any Single Employer Plan by the Borrower or any of its Restricted Subsidiaries. (c) The actuarial , during such five-year period; the present value of all “benefit liabilities” accrued benefits under each Single Employer Plan (determined within the meaning of Section 401(a)(2) of the Code, utilizing the actuarial based on those assumptions used to fund such Plans), whether or not vested, ) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the current value of the assets of such Single Employer Plan allocable to such accrued liabilities, except benefits; (iii) none of the Borrower or any of its Restricted Subsidiaries has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected to result in a liability under ERISA; (iv) none of the Borrower or any of its Restricted Subsidiaries would become subject to any liability under ERISA if the Borrower or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as disclosed of the valuation date most closely preceding the date on which this representation is made; and (v) no Multiemployer Plan is in the Borrower’s financial statementsReorganization or Insolvent. (db) Neither the The Borrower nor any ERISA Affiliate has and its Restricted Subsidiaries have not incurred, or, to the best knowledge of the Borrower, is and do not reasonably expected expect to incur, any withdrawal liability under ERISA or the Code with respect to any Multiemployer Plan or Multiple Employer Plan. Neither the Borrower nor any ERISA Affiliate has received any notification that any Multiemployer Plan is in reorganization (plan within the meaning of Section 4241 3(3) of ERISA), ERISA which is insolvent (within the meaning of Section 4245 of ERISA), or has been terminated (within the meaning of subject to Title IV of ERISA), and no Multiemployer Plan is, to the best knowledge of the Borrower, reasonably expected to be in reorganization, insolvent, or terminated. (e) No prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 412 of the CodeCode or Section 302 of ERISA that is maintained by a Commonly Controlled Entity (other than the Borrower and its Restricted Subsidiaries) or breach (a “Commonly Controlled Plan”) merely by virtue of fiduciary responsibility has occurred being treated as a single employer under Title IV of ERISA with respect to a Plan, which has subjected or the sponsor of such plan that would reasonably be reasonably likely to subject have a Material Adverse Effect and result in a direct obligation of the Borrower or any ERISA Affiliate of its Restricted Subsidiaries to any liability under Sections 406, 409, 502(i), or 502(1) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which the Borrower or any ERISA Affiliate has agreed or is required to indemnify any person against any such liabilitypay money. (f) The present value (determined using actuarial and other assumptions that are reasonable with respect to the benefits provided and the employees participating) of the liability of the Borrower and each ERISA Affiliate for post-retirement welfare benefits to be provided to their current and former employees under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA), net of all assets under all such Plans allocable to such benefits, are reflected on the financial statements referenced in Section 7.1 in accordance with FASB 106. (g) Each Plan that is a welfare plan (as defined in Section 3(1) of ERISA) to which Sections 601-609 of ERISA and Section 4980B of the Code apply has been administered in compliance in all material respects with such sections.

ERISA. Except As soon as would not result or be reasonably expected to result in a Material Adverse Effect: (a) During the five-year period prior to the date on which this representation is made or deemed made (i) no Termination Event has occurred, and, to the best knowledge of the Borrower, no event or condition has occurred or exists as a result of which any Termination Event would be reasonably expected to occur, with respect to any Plan, (ii) no “accumulated funding deficiency,” as such term is defined in Section 302 of ERISA and Section 412 of the Code, whether or not waived, has occurred with respect to any Plan, (iii) each Plan has been maintained, operated, and funded in compliance with its own terms and in material compliance with the provisions of ERISA, the Code, and any other applicable federal or state laws, and (iv) no Lien in favor or the PBGC or a Plan has arisen or is reasonably likely to arise on account of any Plan. (b) No liability has been or is reasonably expected by the Borrower to be incurred under Sections 4062, 4063 or 4064 of ERISA with respect to any Single Employer Plan by practicable after the Borrower or any of its Subsidiaries. the Restricted Subsidiaries or any ERISA Affiliate knows or has reason to know of the occurrence of any of the following events that, individually or in the aggregate (including in the aggregate with such events previously disclosed or exempt from disclosure hereunder, to the extent the liability therefor remains outstanding), would be reasonably likely to have a Material Adverse Effect, the Borrower will deliver to the Administrative Agent a certificate of an Authorized Officer or any other senior officer of the Borrower setting forth details as to such occurrence and the action, if any, that the Borrower, such Restricted Subsidiary or such ERISA Affiliate is required or proposes to take, together with any notices (required, proposed or otherwise) given to or filed with or by the Borrower, such Restricted Subsidiary, such ERISA Affiliate, the PBGC, or a Multiemployer Plan administrator (provided that if such notice is given by the Multiemployer Plan administrator, it is given to any of the Borrower or any of the Restricted Subsidiaries or any ERISA Affiliates thereof): (a) that a Reportable Event has occurred; (b) that there has been a failure to satisfy the minimum funding standard under Section 412 of the Code or Section 302 of ERISA or an application is to be made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including any required installment payments) or an extension of any amortization period under Section 412 of the Code with respect to a Pension Plan; (c) The actuarial present value that a Pension Plan has been or is to be terminated under Title IV of all “benefit liabilities” ERISA (including the giving of written notice thereof); (d) that a condition shall exist with respect to a Pension Plan that has resulted or will result in a Lien under each Single Employer ERISA or the Code on the assets of any of the Borrower, any of the Restricted Subsidiaries or any ERISA Affiliate; (e) that proceedings will be or have been instituted by the PBGC to terminate a Pension Plan (determined including the giving of written notice thereof); (f) that a proceeding has been instituted against the Borrower, a Restricted Subsidiary thereof or an ERISA Affiliate pursuant to Section 515 of ERISA to collect a delinquent contribution to a Multiemployer Plan; (g) that the PBGC has notified the Borrower, any Restricted Subsidiary thereof or any ERISA Affiliate of its intention to appoint a trustee to administer any Pension Plan; (h) that the Borrower, any Restricted Subsidiary thereof or any ERISA Affiliate has failed to make any required contribution or payment to a Multiemployer Plan; (i) that a determination has been made that any Pension Plan is in “at-risk” status within the meaning of Section 401(a)(2) 430 of the Code, utilizing the actuarial assumptions used to fund such Plans), whether Code or not vested, did not, as Section 303 of the last annual valuation date prior to the date on which this representation is made ERISA or deemed made, exceed the current value of the assets of such Plan allocable to such accrued liabilities, except as disclosed in the Borrower’s financial statements. (d) Neither the Borrower nor any ERISA Affiliate has incurred, or, to the best knowledge of the Borrower, is reasonably expected to incur, any withdrawal liability under ERISA to any Multiemployer Plan or Multiple Employer Plan. Neither the Borrower nor any ERISA Affiliate has received any notification that any Multiemployer Plan is in reorganization (“endangered or critical status” within the meaning of Section 4241 432 of the Code or Section 305 of ERISA; (j) that the Borrower, any Restricted Subsidiary thereof or any ERISA Affiliate has incurred (or has been notified in writing that it will incur) any liability (including any contingent or secondary liability) to or on account of a Pension Plan or Multiemployer Plan pursuant to Section 409, 502(i) 502(l), 515, 4062, 4063, 4064, 4069, 4201, 4204 or 4212(c) of ERISA or Section 4971 or 4975 of the Code; (k) that a Multiemployer Plan is insolvent (“insolvent” within the meaning of Section 4245 of ERISA), or has been terminated ; (within l) that the meaning termination of Title IV of ERISA), and no Multiemployer any Foreign Plan is, to the best knowledge of the Borrower, reasonably expected to be in reorganization, insolvent, or terminated. (e) No prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) or breach of fiduciary responsibility has occurred with respect that gives rise to a Plan, which has subjected or would be reasonably likely to subject liability for the Borrower or any ERISA Affiliate to Restricted Subsidiary; or (m) that any liability non-compliance with any funding requirements under Sections 406Applicable Law for any Foreign Plan has occurred. Such certificate and notice shall be provided as soon as reasonably practicable after the Borrower, 409, 502(i), or 502(1) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which the Borrower Restricted Subsidiary or any ERISA Affiliate knows or has agreed or is required reason to indemnify any person against know of the occurrence of any such liabilityevent. (f) The present value (determined using actuarial and other assumptions that are reasonable with respect to the benefits provided and the employees participating) of the liability of the Borrower and each ERISA Affiliate for post-retirement welfare benefits to be provided to their current and former employees under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA), net of all assets under all such Plans allocable to such benefits, are reflected on the financial statements referenced in Section 7.1 in accordance with FASB 106. (g) Each Plan that is a welfare plan (as defined in Section 3(1) of ERISA) to which Sections 601-609 of ERISA and Section 4980B of the Code apply has been administered in compliance in all material respects with such sections.

ERISA. Except as would not result or be reasonably expected to result (i) Neither the Company nor any ERISA Affiliate has engaged in a Material Adverse Effect:non-exempt prohibited transaction (as defined in Section 4975 of the Code or Section 406 of ERISA). (aii) During Except those items that would not, individually or in the fiveaggregate, be material and adverse to the Company and its Subsidiaries taken as a whole, no Single-Employer Plan had an accumulated funding deficiency, whether or not waived, as of the last day of the most recent fiscal year period of such Plan ended prior to the date hereof and neither the Company nor any ERISA Affiliate is (A) required to give security to any Single-Employer Plan pursuant to Section 401(a)(29) of the Code or Section 307 of ERISA, or (B) subject to a lien in favor of such a Plan under Section 302(f) of ERISA. (iii) Except those items that would not, individually or in the aggregate, be material to the Company and its Subsidiaries taken as a whole, no liability under Sections 4062, 4063, 4064 OR 4069 of ERISA has been or is expected by the Company to be incurred by the Company or any ERISA Affiliate with respect to any Single-Employer Plan and neither the Company nor any ERISA Affiliate has incurred or expects to incur any withdrawal liability with respect to any Plan which is a multiemployer plan (as defined in Section 4001(a)(3) of ERISA). (iv) Except those items that would not, individually or in the aggregate, be material to the Company and its Subsidiaries taken as a whole, under each Single-Employer Plan, as of the last day of the most recent plan year ended prior to the date hereof, the actuarially determined present value of all benefit liabilities (as determined on which this representation is made or deemed made the basis of the actuarial assumptions contained in the Plan's most recent actuarial valuation) did not exceed the fair market value of the asset of such Plan by more than $1,000,000, and there has been no material change in the financial condition of the Plan since the last day of the most recent plan year. (v) Insofar as the representations and warranties of the Company and its ERISA Affiliates contained in clauses (i) no Termination Event has occurredand (ii) above relate to any Plan which is a multiemployer plan, and, such representations and warranties are made to the best knowledge of the Borrower, no event or condition has occurred or exists as a result of which any Termination Event would be reasonably expected to occur, with respect to any PlanCompany and its ERISA Affiliates. As used in this Section, (iiA) no “"accumulated funding deficiency,” as " shall have the meaning assigned to such term is defined in Section 302 of ERISA and Section 412 of the Code, whether or not waived, has occurred with respect to any Plan, (iii) each Plan has been maintained, operated, Code and funded in compliance with its own terms and in material compliance with the provisions Section 302 of ERISA, ; (ii) "multiemployer plan" and "plan year" shall have the Code, and any other applicable federal or state laws, and respective meanings assigned to such terms in Section 3 of ERISA; (ivC) no Lien in favor or the PBGC or a Plan has arisen or is reasonably likely to arise on account of any Plan. (b) No liability has been or is reasonably expected by the Borrower to be incurred under Sections 4062, 4063 or 4064 of ERISA with respect to any Single Employer Plan by the Borrower or any of its Subsidiaries. (c) The actuarial present value of all “"benefit liabilities” under each Single Employer Plan (determined within " shall have the meaning assigned to such term in Section 4001 of ERISA; (D) "taxable period" shall have the meaning assigned to such term in Section 401(a)(2) 4975 of the Code, utilizing ; and (E) "withdrawal liability" shall have the actuarial assumptions used to fund such Plans), whether or not vested, did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the current value of the assets of such Plan allocable meaning assigned to such accrued liabilities, except as disclosed term in the Borrower’s financial statements. (d) Neither the Borrower nor any ERISA Affiliate has incurred, or, to the best knowledge Part 1 of the Borrower, is reasonably expected to incur, any withdrawal liability under ERISA to any Multiemployer Plan or Multiple Employer Plan. Neither the Borrower nor any ERISA Affiliate has received any notification that any Multiemployer Plan is in reorganization (within the meaning of Section 4241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA), or has been terminated (within the meaning Subtitle E of Title IV of ERISA), and no Multiemployer Plan is, to the best knowledge of the Borrower, reasonably expected to be in reorganization, insolvent, or terminated. (e) No prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) or breach of fiduciary responsibility has occurred with respect to a Plan, which has subjected or would be reasonably likely to subject the Borrower or any ERISA Affiliate to any liability under Sections 406, 409, 502(i), or 502(1) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which the Borrower or any ERISA Affiliate has agreed or is required to indemnify any person against any such liability. (f) The present value (determined using actuarial and other assumptions that are reasonable with respect to the benefits provided and the employees participating) of the liability of the Borrower and each ERISA Affiliate for post-retirement welfare benefits to be provided to their current and former employees under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA), net of all assets under all such Plans allocable to such benefits, are reflected on the financial statements referenced in Section 7.1 in accordance with FASB 106. (g) Each Plan that is a welfare plan (as defined in Section 3(1) of ERISA) to which Sections 601-609 of ERISA and Section 4980B of the Code apply has been administered in compliance in all material respects with such sections.

ERISA. (a) Except as would as, individually or in the aggregate, could not result or reasonably be reasonably expected to result in a Material Adverse Effect: (ai) During neither a Reportable Event nor a failure to meet the five-minimum funding standards of Section 412 or 430 of the Code or Section 302 or 303 of ERISA has occurred with respect to any Single Employer Plan or Multiemployer Plan during the five year period prior to the date on which this representation is made or deemed made (i) no Termination Event has occurred, and, to the best knowledge of the Borrower, no event or condition has occurred or exists as a result of which any Termination Event would be reasonably expected to occur, with respect to any Plan, made; (ii) no “accumulated Plan has applied for or received a waiver of the minimum funding deficiency,” as such term is defined in Section 302 standard or an extension of ERISA and any amortization period within the meaning of Section 412 of the Code, whether Code or not waived, has occurred with respect to any Plan, Section 302 or 304 of ERISA; (iii) each Plan has been maintained, operated, complied and funded is in compliance in form and operation with its own terms and in material with the applicable provisions of ERISA and the Code (including without limitation the Code provisions compliance with the provisions of ERISA, the Code, which is necessary for any intended favorable tax treatment) and any all other applicable federal or state laws, laws and regulations; (iv) no determination has been made that any Plan is, or is expected to be, considered an at risk plan within the meaning of Section 430 of the Code or Section 303 of ERISA; (v) all contributions required to be made with respect to a Plan or a Multiemployer Plan have been timely made or have been reflected on the most recent consolidated balance sheet filed prior to the date hereof or accrued in the accounting records of the Borrower, in accordance with and to the extent required by GAAP; (vi) the administrator of a Plan has not provided a notice of intent to terminate such Plan pursuant to Section 4041(a)(2) of ERISA (including any such notice with respect to a Plan amendment referred to in Section 4041(e) of ERISA) and no termination of a Plan has occurred, no proceedings have been instituted by the PBGC to terminate or appoint a trustee to administer any Single Employer Plan, and no Lien in favor or of the PBGC or a Plan has arisen or is reasonably likely to arise on account of any Plan.arisen; (bvii) No liability none of Holdings, the Borrower, any Subsidiary or any Commonly Controlled Entity has been had or is reasonably expected by to have a complete or partial withdrawal from any Multiemployer Plan and none of Holdings, the Borrower Borrower, any Subsidiary or any Commonly Controlled Entity would become or would reasonably be expected to be incurred under Sections 4062, 4063 or 4064 of ERISA with respect become subject to any Single Employer Plan by liability under ERISA if Holdings, the Borrower Borrower, any such Subsidiary or any of its Subsidiaries. (c) The actuarial present value of such Commonly Controlled Entity were to withdraw partially or completely from all “benefit liabilities” under each Single Employer Plan (determined within the meaning of Section 401(a)(2) of the Code, utilizing the actuarial assumptions used to fund such Plans), whether or not vested, did not, Multiemployer Plans as of the last annual valuation date prior to most closely preceding the date on which this representation is made or deemed made, exceed the current value of the assets of such Plan allocable to such accrued liabilities, except as disclosed in the Borrower’s financial statements.; (dviii) Neither the Borrower nor any ERISA Affiliate has incurred, or, to the best knowledge of the Borrower, no such Multiemployer Plan is or is reasonably expected to incurbe in Reorganization or Insolvent and none of Holdings, the Borrower, any withdrawal liability under ERISA to Subsidiary or any Multiemployer Plan or Multiple Employer Plan. Neither the Borrower nor any ERISA Affiliate Commonly Controlled Entity has received any notification notice, and no Multiemployer Plan has received from Holdings, the Borrower, any Subsidiary or any Commonly Controlled Entity any notice that any a Multiemployer Plan is in reorganization or is reasonably expected to be in endangered or critical status under Section 432 of the Code or Section 305 of ERISA; (ix) each Plan (and each related trust, if any) which is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the IRS to the effect that it meets the requirements of Sections 401(a) and 501(a) of the Code or is comprised of a master or prototype plan that has received a favorable opinion letter from the IRS, and, nothing has occurred since the date of such determination that would adversely affect such determination (or, in the case of a Plan with no determination, nothing has occurred that would adversely affect the issuance of a favorable determination letter or otherwise adversely affect such qualification); (x) there has been no cessation of operations at a facility of Holdings, the Borrower, any Subsidiary or any Commonly Controlled Entity in the circumstances described in Section 4062(e) of ERISA; and (xi) none of Holdings, the Borrower, any Subsidiary or any Commonly Controlled Entity has engaged in a non exempt prohibited transaction within the meaning of Section 4241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA), or has been terminated (within the meaning of Title IV of ERISA), and no Multiemployer Plan is, to the best knowledge 4975 of the Borrower, reasonably expected to be in reorganization, insolvent, Code or terminated. (e) No prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) or breach of fiduciary responsibility has occurred with respect to a Plan, and none of Holdings, the Borrower, any Subsidiary nor any Commonly Controlled Entity has incurred any liability under Title IV of ERISA with respect to any Plan or any Multiemployer Plan (other than premiums due and not delinquent under Section 4007 of ERISA). (b) There are no actions, suits or claims pending against or involving a Plan (other than routine claims for benefits) or, to the knowledge of Holdings, the Borrower, any Subsidiary or any Commonly Controlled Entity, threatened, which would reasonably be expected to be asserted successfully against any Plan and, if so asserted successfully, would reasonably be expected either singly or in the aggregate to result in a Material Adverse Effect. (c) Except as, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (i) each Non U.S. Plan has subjected or would been maintained in compliance with its terms and with the requirements of any and all applicable laws, statutes, rules, regulations and orders and has been maintained, where required, in good standing with applicable regulatory authorities, (ii) all contributions required to be reasonably likely made with respect to subject a Non U.S. Plan as of the Closing Date have been timely made, and (iii) none of Holdings, the Borrower or any ERISA Affiliate to Subsidiary has incurred any liability under Sections 406, 409, 502(i)obligation in connection with the termination of, or 502(1) of ERISA or Section 4975 of the Codewithdrawal from, or under any agreement or other instrument pursuant to which the Borrower or any ERISA Affiliate has agreed or is required to indemnify any person against any such liabilityNon U.S. Plan. (f) The present value (determined using actuarial and other assumptions that are reasonable with respect to the benefits provided and the employees participating) of the liability of the Borrower and each ERISA Affiliate for post-retirement welfare benefits to be provided to their current and former employees under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA), net of all assets under all such Plans allocable to such benefits, are reflected on the financial statements referenced in Section 7.1 in accordance with FASB 106. (g) Each Plan that is a welfare plan (as defined in Section 3(1) of ERISA) to which Sections 601-609 of ERISA and Section 4980B of the Code apply has been administered in compliance in all material respects with such sections.

ERISA. (a) Except as would not result or reasonably be reasonably expected to result in a Material Adverse Effect: (a) During the five-year period prior to the date on which this representation is made or deemed made (i) no Termination Event has occurred, and, to the best knowledge of the Borrower, no event or condition has occurred or exists as a result of which any Termination Event would be reasonably expected to occur, with respect to any Plan, (ii) no “accumulated funding deficiency,” as such term is defined in Section 302 of ERISA and Section 412 of the Code, whether or not waived, has occurred with respect to any Plan, (iii) each Each Single Employer Plan has been maintained, operated, and funded in compliance with its own terms and in material compliance with the provisions of ERISA, the Code, and any other applicable federal or state laws, regulations and (ivpublished interpretations thereunder, except for any required amendments for which the remedial amendment period as defined in Section 401(b) no Lien in favor or of the PBGC or Code has not yet expired. Each Single Employer Plan that is intended to be qualified under Section 401(a) of the Code has been determined by the 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 except for such plans that have not yet received determination letters but for which the remedial amendment period for submitting a Plan determination letter has arisen or is reasonably likely to arise on account of any Plan. (b) not yet expired. No liability has been or is reasonably expected incurred by the Borrower to be incurred under Sections 4062, 4063 Parent Guarantor or 4064 of any ERISA Affiliate which remains unsatisfied for any taxes or penalties assessed with respect to any Single Employer Plan by the Borrower or any of its SubsidiariesMultiemployer Plan except for a liability that could not reasonably be expected to have a Material Adverse Effect. (cii) The actuarial present value of all “benefit liabilities” under each Single Employer Plan (determined within the meaning of Section 401(a)(2) of the Code, utilizing the actuarial assumptions used to fund such Plans), whether No ERISA Event has occurred or not vested, did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the current value of the assets of such Plan allocable to such accrued liabilities, except as disclosed in the Borrower’s financial statements. (d) Neither the Borrower nor any ERISA Affiliate has incurred, or, to the best knowledge of the Borrower, is reasonably expected to incur, any withdrawal liability under ERISA to any Multiemployer Plan or Multiple Employer Plan. Neither the Borrower nor any ERISA Affiliate has received any notification that any Multiemployer Plan is in reorganization (within the meaning of Section 4241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA), or has been terminated (within the meaning of Title IV of ERISA), and no Multiemployer Plan is, to the best knowledge of the Borrower, reasonably expected to be in reorganization, insolvent, or terminatedoccur. (eiii) No prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) or breach of fiduciary responsibility has occurred with respect to a Plan, Single Employer Plan which has subjected or would be reasonably likely to subject the Borrower Parent Guarantor or any ERISA Affiliate to any liability under Sections 406, 409, 502(i), or 502(1502(l) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which the Borrower Parent Guarantor or any ERISA Affiliate has agreed or is required to indemnify any person against any such liability. (fiv) The present value No proceeding, claim (determined using actuarial and other assumptions that are reasonable with respect than a benefits claim in the ordinary course of business), lawsuit and/or investigation is existing or, to the benefits provided and the employees participating) best of the liability knowledge of the Borrower and each ERISA Affiliate for post-retirement welfare benefits to be provided to their current and former employees under Plans that are Parent Guarantor after due inquiry, threatened concerning or involving (x) any employee welfare benefit plans (as defined in Section 3(1) of ERISA), net of all assets under all such Plans allocable to such benefits, are reflected on the financial statements referenced in Section 7.1 in accordance with FASB 106. (g) Each Plan that is a welfare plan (as defined in Section 3(1) of ERISA) currently maintained or contributed to by the Parent Guarantor or any ERISA Affiliate (a “Welfare Plan”), (y) any Single Employer Plan or (z) any Multiemployer Plan. (v) Each Welfare Plan to which Sections 601-609 of ERISA and Section 4980B of the Code apply has been administered in compliance in all material respects with such sections. (b) The Borrower represents and warrants as of the Closing Date that the Parent Guarantor 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 in connection with the Loans or the Commitments.

ERISA. Except as would not result or be reasonably expected to result in a Material Adverse Effect: (a) During the five-year period prior to the date on which this representation is made or deemed made made: (i) no Termination ERISA Event has occurred, and, to the best knowledge of the BorrowerCredit Parties, no event or condition has occurred or exists as a result of which any Termination ERISA Event would could reasonably be reasonably expected to occur, with respect to any Plan, ; (ii) no “"accumulated funding deficiency,” " as such term is defined in Section 302 of ERISA and Section 412 of the Code, whether or not waived, has occurred with respect to any Plan, ; (iii) each Plan has been maintained, operated, and funded in compliance with its own terms and in material compliance with the provisions of ERISA, the Code, and any other applicable federal or state laws, ; and (iv) no Lien lien in favor or of the PBGC or a Plan has arisen or is reasonably likely to arise on account of any Plan. (b) No liability has been or is reasonably expected by the Borrower to be incurred under Sections 4062, 4063 or 4064 of ERISA with respect to any Single Employer Plan by the Borrower or any of its Subsidiaries. (c) The actuarial present value of all “"benefit liabilities” under each Single Employer Plan " (determined within the meaning of as defined in Section 401(a)(24001(a)(16) of the Code, utilizing the actuarial assumptions used to fund such PlansERISA), whether or not vested, did notunder each Single Employer Plan, as of the last annual valuation date prior to the date on which this representation is made or deemed mademade (determined, in each case, in accordance with Financial Accounting Standards Board Statement 87, utilizing the actuarial assumptions used in such Plan's most recent actuarial valuation report), did not exceed as of such valuation date the current fair market value of the assets of such Plan allocable to such accrued liabilities, except as disclosed in the Borrower’s financial statementsPlan. (dc) Neither the Borrower Except as would not have a Material Adverse Effect, neither any Consolidated Party nor any ERISA Affiliate has incurred, or, to the best knowledge of the BorrowerCredit Parties, is could be reasonably expected to incur, any withdrawal liability under ERISA to any Multiemployer Plan or Multiple Employer Plan. Except as would not have a Material Adverse Effect, neither any Consolidated Party nor any ERISA Affiliate would become subject to any withdrawal liability under ERISA if any Consolidated Party or any ERISA Affiliate were to withdraw completely from all Multiemployer Plans and Multiple Employer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. Neither the Borrower any Consolidated Party nor any ERISA Affiliate has received any notification that any Multiemployer Plan is in reorganization (within the meaning of Section 4241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA), or has been terminated (within the meaning of Title IV of ERISA), and no Multiemployer Plan is, to the best knowledge of the BorrowerCredit Parties, reasonably expected to be in reorganization, insolvent, or terminated. (ed) No prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) or breach of fiduciary responsibility has occurred with respect to a Plan, Plan which has subjected or would be reasonably likely to may subject the Borrower any Consolidated Party or any ERISA Affiliate to any liability under Sections 406, 409, 502(i), or 502(1502(l) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which the Borrower any Consolidated Party or any ERISA Affiliate has agreed or is required to indemnify any person Person against any such liability. (fe) The present value (determined using actuarial and other assumptions that are reasonable Neither any Consolidated Party nor any ERISA Affiliate has any material liability with respect to the benefits provided and the employees participating) of the liability of the Borrower and each ERISA Affiliate for "expected post-retirement welfare benefits to be provided to their current and former employees under Plans that are welfare benefit plans (as defined in Section 3(1) obligations" within the meaning of ERISA), net of all assets under all such Plans allocable to such benefits, are reflected on the financial statements referenced in Section 7.1 in accordance with FASB Financial Accounting Standards Board Statement 106. (g) . Each Plan that which is a welfare plan (as defined in Section 3(1) of ERISA) to which Sections 601-609 of ERISA and Section 4980B of the Code apply has been administered in compliance in all material respects with of such sections. (f) Neither the execution and delivery of this Credit Agreement nor the consummation of the financing transactions contemplated thereunder will involve any transaction which is subject to the prohibitions of Sections 404, 406 or 407 of ERISA or in connection with which a tax could be imposed pursuant to Section 4975 of the Code. The representation by the Credit Parties in the preceding sentence is subject, in the event that the source of the funds used by the Lenders in connection with this transaction is an insurance company's general asset account, to the application of Prohibited Transaction Class Exemption 95-60, 60 Fed. Reg. 35,925 (1995), compliance with the regulations issued under Section 401(c)(1)(A) of ERISA, or the issuance of any other prohibited transaction exemption or similar relief, to the effect that assets in an insurance company's general asset account do not constitute assets of an "employee benefit plan" within the meaning of Section 3(3) of ERISA of a "plan" within the meaning of Section 4975(e)(1) of the Code.

ERISA. Except as would not result in or would not reasonably be reasonably expected to result in a Material Adverse Effect: (a) During the five-year period prior to the date on which this representation is made or deemed made (i) no Termination No ERISA Event has occurred, and, to the best knowledge of the Borrower, each of its Subsidiaries and each ERISA Affiliate, no event or condition has occurred or exists as a result of which any Termination ERISA Event would could reasonably be reasonably expected to occur, with respect to any Plan, ; (ii) no “"accumulated funding deficiency,” " as such term is defined in Section 302 of ERISA and Section 412 of the Code, whether or not waived, has occurred with respect to any Plan and no application for a funding waiver or an extension of any amortization period pursuant to Section 412 of the Code has been made with respect to any Plan, ; (iii) each Plan has been maintained, operated, and funded in compliance with its own terms and in material compliance with the provisions of ERISA, the Code, and any other applicable federal or state laws; (iv) each Plan that is intended to qualify under Section 401(a) of the Code has received a favorable determination letter from the IRS or an application for such a letter is currently being processed by the IRS with respect thereto and, to the best knowledge of the Borrower, each of its Subsidiaries and each ERISA Affiliate, nothing has occurred which would prevent, or cause the loss of, such qualification; and (ivv) no Lien in favor or the PBGC or a Plan has arisen or is reasonably likely to arise on account of any Plan. (b) No liability has been or is reasonably expected by Neither the Borrower to be incurred under Sections 4062, 4063 or 4064 nor any Subsidiary of ERISA with respect to any Single Employer Plan by the Borrower or any of its Subsidiaries. (c) The actuarial present value of all “benefit liabilities” under each Single Employer Plan (determined within the meaning of Section 401(a)(2) of the Code, utilizing the actuarial assumptions used to fund such Plans), whether or not vested, did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the current value of the assets of such Plan allocable to such accrued liabilities, except as disclosed in the Borrower’s financial statements. (d) Neither the Borrower nor any ERISA Affiliate has incurred, or, to the best knowledge of the Borrowereach such party's knowledge, is reasonably expected to incur, any liability under Title IV of ERISA with respect to any Single Employer Plan, or any withdrawal liability under ERISA to any Multiemployer Plan or Multiple Employer Plan. Neither the Borrower nor any Subsidiary of the Borrower nor any ERISA Affiliate has received any notification that any Multiemployer Plan is in reorganization (within the meaning of Section 4241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA), or has been terminated (within the meaning of Title IV of ERISA), and no Multiemployer Plan is, to the best knowledge of the Borrowereach such Person's knowledge, reasonably expected to be in reorganization, insolvent, or terminated. Neither the Borrower nor any Subsidiary of the Borrower nor any ERISA Affiliate has engaged in a transaction that could be subject to Sections 4069 or 4212(c) of ERISA. (ec) No prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) or breach of fiduciary responsibility has occurred with respect to a Plan, Plan which has subjected or would be reasonably likely to may subject the Borrower, any Subsidiary of the Borrower or any ERISA Affiliate to any liability under Sections 406, 409, 502(i), or 502(1502(l) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which the Borrower, any Subsidiary of the Borrower or any ERISA Affiliate has agreed or is required to indemnify any person against any such liability. There are no pending or, to the best knowledge of the Borrower, each of its Subsidiaries and each ERISA Affiliate, 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. (f) The present value (determined using actuarial and other assumptions that are reasonable with respect to the benefits provided and the employees participating) of the liability of the Borrower and each ERISA Affiliate for post-retirement welfare benefits to be provided to their current and former employees under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA), net of all assets under all such Plans allocable to such benefits, are reflected on the financial statements referenced in Section 7.1 in accordance with FASB 106. (gd) Each Plan that is a welfare plan (as defined in Section 3(1) of ERISA) to which Sections 601-609 of ERISA and Section 4980B of the Code apply has been administered in compliance in all material respects with such sections.

ERISA. Except (i) The Company is in compliance with all presently applicable provisions of the Employee Retirement Income Security Act of 1974, as amended, including the regulations and published interpretations thereunder (“ERISA”), except where the failure to be in such compliance would not result not, individually or in the aggregate, reasonably be reasonably expected to result in have a Material Adverse Effect: (a) During the five-year period prior to the date on which this representation is made or deemed made (i) no Termination Event has occurred, and, to the best knowledge of the Borrower, no event or condition has occurred or exists as a result of which any Termination Event would be reasonably expected to occur, with respect to any Plan, ; (ii) no “accumulated funding deficiency,reportable event” (as such term is defined in Section 302 of ERISA and Section 412 of the Code, whether or not waived, ERISA) has occurred with respect to any Plan“pension plan” (as defined in ERISA) for which the Company is required to provide notice under Section 4043 of ERISA and would have any liability, except where such liability would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (iii) each Plan has been maintainedexcept for matters that would not, operatedindividually or in the aggregate, and funded reasonably be expected to have a Material Adverse Effect, (a) with respect to any “pension plan” (other than a “multiemployer plan” (as defined in compliance with its own terms and in material compliance with the provisions of ERISA)), the Code, Company has not incurred and any other applicable federal or state laws, and (iv) no Lien in favor or the PBGC or a Plan has arisen or is reasonably likely does not expect to arise on account of any Plan. (b) No incur liability has been or is reasonably expected by the Borrower to be incurred under Sections 4062, 4063 or 4064 Title IV of ERISA with respect to termination of, or withdrawal from, such “pension plan,” or under Section 412 or 4971 of the Internal Revenue Code of 1986, as amended, including the regulations and published interpretations thereunder (the “Code”), and (b) with respect to any Single Employer Plan by “pension plan” that is a “multiemployer plan,” the Borrower Company has not received notice that the Company has incurred liability under Title IV of ERISA with respect to termination of, or withdrawal from, such “pension plan,” or under Section 412 or 4971 of the Code; (iv) except where the failure to be in such compliance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, each “pension plan” (other than a “multiemployer plan”) for which the Company would have any of its Subsidiaries. (c) The actuarial present value of all “benefit liabilities” liability that is intended to be qualified under each Single Employer Plan (determined within the meaning of Section 401(a)(2401(a) of the Code, utilizing the actuarial assumptions used to fund such Plans)Code is so qualified in all material respects and nothing has occurred, whether by action or not vestedby failure to act, did not, as of which would reasonably be expected cause the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the current value of the assets loss of such Plan allocable to such accrued liabilities, qualification; and (v) except as disclosed in where the Borrower’s financial statements. (d) Neither the Borrower nor any ERISA Affiliate has incurred, or, to the best knowledge of the Borrower, is reasonably expected to incur, any withdrawal liability under ERISA to any Multiemployer Plan or Multiple Employer Plan. Neither the Borrower nor any ERISA Affiliate has received any notification that any Multiemployer Plan is in reorganization (within the meaning of Section 4241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA), or has been terminated (within the meaning of Title IV of ERISA), and no Multiemployer Plan is, to the best knowledge of the Borrower, reasonably expected failure to be in reorganizationsuch compliance would not, insolventindividually or in the aggregate, or terminated. reasonably be expected to have a Material Adverse Effect, no non-exempt “prohibited transaction” (e) No prohibited transaction (within the meaning of as defined in Section 406 of ERISA or Section 4975 of the Code) or breach “accumulated funding deficiency” (as defined in section 302 of fiduciary responsibility ERISA) has occurred with respect to any “pension plan” (other than a Plan, which has subjected or would be reasonably likely to subject the Borrower or any ERISA Affiliate to any liability under Sections 406, 409, 502(i), or 502(1“multiemployer plan”) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to for which the Borrower or Company would have any ERISA Affiliate has agreed or is required to indemnify any person against any such liability. (f) The present value (determined using actuarial and other assumptions that are reasonable with respect to the benefits provided and the employees participating) of the liability of the Borrower and each ERISA Affiliate for post-retirement welfare benefits to be provided to their current and former employees under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA), net of all assets under all such Plans allocable to such benefits, are reflected on the financial statements referenced in Section 7.1 in accordance with FASB 106. (g) Each Plan that is a welfare plan (as defined in Section 3(1) of ERISA) to which Sections 601-609 of ERISA and Section 4980B of the Code apply has been administered in compliance in all material respects with such sections.

ERISA. Except as would is not result or be reasonably expected likely to result in have a Material Adverse Effect: (a) During the five-year period prior to the date on which this representation is made or deemed made (i) no Termination No ERISA Event has occurred, and, to the best knowledge of the BorrowerLoan Parties, no event or condition has occurred or exists as a result of which any Termination ERISA Event would could reasonably be reasonably expected to occur, with respect to any Plan, ; (ii) no “accumulated funding deficiency,” as such term is defined in Section 302 of ERISA and Section 412 of the Code, whether or not waived, has occurred with respect to any Plan (other than a Multiemployer Plan, ) and no application for a funding waiver or an extension of any amortization period pursuant to Section 412 of the Code has been made with respect to any Plan (other than a Multiemployer Plan); (iii) each Plan (other than a Multiemployer Plan) has been maintained, operated, and funded in compliance with its own terms and in material compliance with the provisions of ERISA, the Code, and any other applicable federal or state laws; (iv) each Plan (other than a Multiemployer Plan) that is intended to qualify under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service or an application for such a letter is currently being processed by the Internal Revenue Service with respect thereto and, to the best knowledge of the Loan Parties, nothing has occurred that would prevent, or cause the loss of, such qualification, and (ivv) no Lien lien in favor or of the PBGC or a Plan has arisen or is reasonably likely to arise on account of any Plan. (b) No liability has been or is reasonably expected by the Borrower to be incurred under Sections 4062, 4063 or 4064 of ERISA with respect to any Single Employer Plan by the Borrower or any of its Subsidiaries. (c) The actuarial present value of all “benefit liabilities” under each Single Employer Plan (determined within the meaning of as defined in Section 401(a)(24001(a)(16) of the Code, utilizing the actuarial assumptions used to fund such PlansERISA), whether or not vested, did notunder each Single Employer Plan, as of the last annual valuation date prior to the date on which this representation is made or deemed mademade (determined, in each case, in accordance with Financial Accounting Standards Board Statement No. 87, utilizing the actuarial assumptions used in such Plan’s most recent actuarial valuation report), did not exceed as of such valuation date the current fair market value of the assets of such Plan allocable allocated to such accrued liabilities, except as disclosed in the Borrower’s financial statements. (dc) Neither No member of the Borrower Consolidated Group nor any ERISA Affiliate has incurred, or, to the best knowledge of the BorrowerLoan Parties, is could be reasonably expected to incur, any liability under Title IV of ERISA (other than the obligation to pay PBGC premiums in accordance with Subtitle A thereof) with respect to any Single Employer Plan, or any withdrawal liability under ERISA to any Multiemployer Plan or Multiple Employer Plan. Neither No member of the Borrower Consolidated Group nor any ERISA Affiliate would become subject to any withdrawal liability under ERISA if any member of the Consolidated Group or any ERISA Affiliate were to withdraw completely from all Multiemployer Plans and Multiple Employer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. No member of the Consolidated Group nor any ERISA Affiliate has received any notification that any Multiemployer Plan is in reorganization (within the meaning of Section 4241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA), or has been terminated (within the meaning of Title IV of ERISA), and no Multiemployer Plan is, to the best knowledge of the BorrowerLoan Parties, reasonably expected to be in reorganization, insolvent, or terminated. No member of the Consolidated Group nor any ERISA Affiliate has engaged in a transaction that could be subject to Sections 4069 or 4212(c) of ERISA. (ed) No prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) or breach of fiduciary responsibility has occurred with respect to a Plan, which Plan that has subjected or would be reasonably likely to may subject any member of the Borrower Consolidated Group or any ERISA Affiliate to any liability under Sections 406, 409, 502(i), or 502(1502(l) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which any member of the Borrower Consolidated Group or any ERISA Affiliate has agreed or is required to indemnify any person against any such liability. There are no pending, or to the best knowledge of the Loan Parties, threatened claims, actions, or lawsuits, or action by any Governmental Authority, with respect to any Plan. (fe) The present value (determined using actuarial and other assumptions that are reasonable No member of the Consolidated Group nor any ERISA Affiliate has any material liability with respect to the benefits provided and the employees participating) of the liability of the Borrower and each ERISA Affiliate for “expected post-retirement welfare benefits to be provided to their current and former employees under Plans that are welfare benefit plans (as defined in Section 3(1) obligations” within the meaning of ERISA), net of all assets under all such Plans allocable to such benefits, are reflected on the financial statements referenced in Section 7.1 in accordance with FASB Financial Accounting Standards Board Statement No. 106. (g) . Each Plan that is a welfare plan (as defined in Section 3(1) of ERISA) to which Sections 601-609 of ERISA and Section 4980B of the Code apply has been administered in compliance in all material respects with such sections.

ERISA. Except as would Neither a Reportable Event nor a failure to satisfy the “minimum funding standards” (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to each Plan (whether or not result or be reasonably expected to result in a Material Adverse Effect: (awaived) During has occurred during the five-year five‑year period prior to the date on which this representation is made or deemed made (i) no Termination Event has occurred, and, to the best knowledge of the Borrower, no event or condition has occurred or exists as a result of which any Termination Event would be reasonably expected to occur, with respect to any Plan, (ii) no “accumulated funding deficiency,” as such term is defined and each Plan has complied in Section 302 all material respects with the applicable provisions of ERISA and Section 412 of the Code, whether or not waived, has occurred with respect to any Plan, ; (iiib) each no termination of a Single Employer Plan has been maintainedoccurred, operated, and funded in compliance with its own terms and in material compliance with the provisions of ERISA, the Code, and any other applicable federal or state laws, and (iv) no Lien in favor or of the PBGC or a Plan has arisen and no determination has been made that a Plan is, or is reasonably likely expected to arise on account be, “at risk” (within the meaning of any Plan. (b) No liability has been Section 430 of the Code or is reasonably expected by the Borrower to be incurred under Sections 4062Section 303 of ERISA), 4063 or 4064 of ERISA with respect to any Single Employer Plan by the Borrower or any of its Subsidiaries. during such five-year period; (c) The actuarial the present value of all “benefit liabilities” accrued benefits under each Single Employer Plan (determined within the meaning of Section 401(a)(2) of the Code, utilizing the actuarial based on those assumptions used to fund such Plans), whether or not vested, ) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the current value of the assets of such Plan allocable to such accrued liabilities, except as disclosed in the Borrower’s financial statements. benefits by a material amount; (d) Neither neither the Borrower nor any ERISA Affiliate Commonly Controlled Entity has incurred, or, to the best knowledge of the Borrower, is reasonably expected to incur, any had a complete or partial withdrawal liability under ERISA to from any Multiemployer Plan that has resulted or Multiple Employer Plan. Neither could reasonably be expected to result in a liability under ERISA, and neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA Affiliate has received if the Borrower or any notification that any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made; and (e) no such Multiemployer Plan is in reorganization “endangered” or “critical” status (within the meaning of Section 4241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA), or has been terminated (within the meaning of Title IV of ERISA), and no Multiemployer Plan is, to the best knowledge 432 of the Borrower, reasonably expected to be in reorganization, insolvent, or terminated. (e) No prohibited transaction (within the meaning of Section 406 of ERISA Code or Section 4975 of the Code) or breach of fiduciary responsibility has occurred with respect to a Plan, which has subjected or would be reasonably likely to subject the Borrower or any ERISA Affiliate to any liability under Sections 406, 409, 502(i), or 502(1) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which the Borrower or any ERISA Affiliate has agreed or is required to indemnify any person against any such liability. (f) The present value (determined using actuarial and other assumptions that are reasonable with respect to the benefits provided and the employees participating) of the liability of the Borrower and each ERISA Affiliate for post-retirement welfare benefits to be provided to their current and former employees under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA), net of all assets under all such Plans allocable to such benefits, are reflected on the financial statements referenced in Section 7.1 in accordance with FASB 106. (g) Each Plan that is a welfare plan (as defined in Section 3(1) 305 of ERISA) or Insolvent, except where, in each of clauses (a) through (e), such event or condition, together with all other events or conditions, could not reasonably be expected to which Sections 601-609 of ERISA and Section 4980B of the Code apply has been administered in compliance in all material respects with such sectionshave a Material Adverse Effect.

ERISA. Except as would disclosed and described in SCHEDULE 6.12 attached hereto or except as could not result or reasonably be reasonably expected to result in a Material Adverse Effect: (a) During the five-year period prior to the date on which this representation is made or deemed made made: (i) no Termination ERISA Event has occurred, and, to the best knowledge of the BorrowerExecutive Officers of the Credit Parties, no event or condition has occurred or exists as a result of which any Termination ERISA Event would could reasonably be reasonably expected to occur, with respect to any Plan, ; (ii) no “"accumulated funding deficiency,” " as such term is defined in Section 302 of ERISA and Section 412 of the Code, whether or not waived, has occurred with respect to any Plan, ; (iii) each Plan has been maintained, operated, and funded in compliance with its own terms and in material compliance with the provisions of ERISA, the Code, and any other applicable federal Federal or state laws, ; and (iv) no Lien in favor or of the PBGC or a Plan has arisen or is reasonably likely to arise on account of any PlanPlan (other than a Permitted Lien). (b) No liability has been or is reasonably expected by the Borrower to be incurred under Sections 4062, 4063 or 4064 of ERISA with respect to any Single Employer Plan by the Borrower or any of its Subsidiaries. (c) The actuarial present value of all “"benefit liabilities” under each Single Employer Plan " (determined within the meaning of as defined in Section 401(a)(24001(a)(16) of the Code, utilizing the actuarial assumptions used to fund such PlansERISA), whether or not vested, did notunder each Single Employer Plan, as of the last annual valuation date prior to the date on which this representation is made or deemed mademade (determined, in each case, in accordance with Financial Accounting Standards Board Statement 87, utilizing the actuarial assumptions used in such Plan's most recent actuarial valuation report), did not exceed as of such valuation date the current fair market value of the assets of such Plan allocable by such amount as could reasonably be expected to such accrued liabilities, except as disclosed in the Borrower’s financial statementshave a Material Adverse Effect. (dc) Neither the Borrower nor any ERISA Affiliate has incurred, or, to the best knowledge of the Borrower, is reasonably expected to incur, any withdrawal liability under ERISA to any Multiemployer Plan or Multiple Employer Plan. Neither the Borrower Consolidated Party nor any ERISA Affiliate has received any notification that any Multiemployer Plan is in reorganization (within the meaning of Section 4241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA), or has been terminated (within the meaning of Title IV of ERISA), and no Multiemployer Plan is, to the best knowledge of the BorrowerExecutive Officers of the Credit Parties, reasonably expected to be in reorganization, insolvent, or terminated. (ed) No prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) or breach of fiduciary responsibility has occurred with respect to a Plan, Plan which has subjected or would be reasonably likely to may subject the Borrower any Consolidated Party or any ERISA Affiliate to any liability under Sections 406, 409, 502(i), or 502(1502(l) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which the Borrower any Consolidated Party or any ERISA Affiliate has agreed or is required to indemnify any person Person against any such liability. (fe) The present value (determined using actuarial and other assumptions that are reasonable Neither any Consolidated Party nor any ERISA Affiliate has any material liability with respect to the benefits provided and the employees participating) of the liability of the Borrower and each ERISA Affiliate for "expected post-retirement welfare benefits to be provided to their current and former employees under Plans that are welfare benefit plans (as defined in Section 3(1) obligations" within the meaning of ERISA), net of all assets under all such Plans allocable to such benefits, are reflected on the financial statements referenced in Section 7.1 in accordance with FASB Financial Accounting Standards Board Statement 106. (g) . Each Plan that which is a welfare plan (as defined in Section 3(1) of ERISA) to which Sections 601-609 of ERISA and Section 4980B of the Code apply has been administered in compliance in all material respects with of such sections. (f) Neither the execution and delivery of this Credit Agreement nor the consummation of the financing transactions contemplated thereunder will involve any transaction which is subject to the prohibitions of Sections 404, 406 or 407 of ERISA or in connection with which a tax could be imposed pursuant to Section 4975 of the Code. The representation by the Credit Parties in the preceding sentence is made in reliance upon and subject to the accuracy of the Lenders' representation in Section 11.15 with respect to their source of funds.

ERISA. Except as would not result in or would not reasonably be reasonably expected to result in a Material Adverse Effect: (a) During the five-year period prior to the date on which this representation is made or deemed made (i) no Termination No ERISA Event has occurred, and, to the best knowledge of the BorrowerCredit Parties, each of their Subsidiaries and each ERISA Affiliate, no event or condition has occurred or exists as a result of which any Termination ERISA Event would could reasonably be reasonably expected to occur, with respect to any Plan, ; (ii) no “"accumulated funding deficiency,” " as such term is defined in Section 302 of ERISA and Section 412 of the Code, whether or not waived, has occurred with respect to any Plan and no application for a funding waiver or an extension of any amortization period pursuant to Section 412 of the Code has been made with respect to any Plan, ; (iii) each Plan has been maintained, operated, and funded in compliance with its own terms and in material compliance with the provisions of ERISA, the Code, and any other applicable federal or state laws; (iv) each Plan that is intended to qualify under Section 401(a) of the Code has received a favorable determination letter from the IRS or an application for such a letter is currently being processed by the IRS with respect thereto and, to the best knowledge of the Credit Parties, each of their Subsidiaries and each ERISA Affiliate, nothing has occurred which would prevent, or cause the loss of, such qualification; and (ivv) no Lien in favor or the PBGC or a Plan has arisen or is reasonably likely to arise on account of any Plan. (b) No liability has been or is reasonably expected by the Borrower to be incurred under Sections 4062, 4063 or 4064 of ERISA with respect to any Single Employer Plan by the Borrower or any of its Subsidiaries. (c) The actuarial present value of all “"benefit liabilities” under each Single Employer Plan " (determined within the meaning of as defined in Section 401(a)(24001(a)(16) of the Code, utilizing the actuarial assumptions used to fund such PlansERISA), whether or not vested, did notunder each Single Employer Plan, as of the last annual valuation date prior to the date on which this representation is made or deemed mademade (determined, in each case, in accordance with Financial Accounting Standards Board Statement 87, utilizing the actuarial assumptions used in such Plan's most recent actuarial valuation report), did not exceed as of such valuation date the current fair market value of the assets of such Plan allocable allocated to such accrued liabilities, except as disclosed in the Borrower’s financial statements. (dc) Neither the Borrower No Credit Party nor any Subsidiary of a Credit Party nor any ERISA Affiliate has incurred, or, to the best knowledge of the Borrowereach such party's knowledge, is reasonably expected to incur, any liability under Title IV of ERISA with respect to any Single Employer Plan, or any withdrawal liability under ERISA to any Multiemployer Plan or Multiple Employer Plan. Neither No Credit Party nor any Subsidiary of a Credit Party nor any ERISA Affiliate would become subject to any withdrawal liability under ERISA if any such party were to withdraw completely from all Multiemployer Plans and Multiple Employer Plans as of the Borrower valuation date most closely preceding the date on which this representation is made or deemed made. No Credit Party nor any Subsidiary of a Credit Party nor any ERISA Affiliate has received any notification that any Multiemployer Plan is in reorganization (within the meaning of Section 4241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA), or has been terminated (within the meaning of Title IV of ERISA), and no Multiemployer Plan is, to the best knowledge of the Borrowereach such Person's knowledge, reasonably expected to be in reorganization, insolvent, or terminated. No Credit Party nor any Subsidiary of a Credit Party nor any ERISA Affiliate has engaged in a transaction that could be subject to Sections 4069 or 4212(c) of ERISA. (ed) No prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) or breach of fiduciary responsibility has occurred with respect to a Plan, Plan which has subjected or would be reasonably likely to may subject the Borrower a Credit Party, any Subsidiary of a Credit Party or any ERISA Affiliate to any liability under Sections 406, 409, 502(i), or 502(1502(l) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which the Borrower a Credit Party, any Subsidiary of a Credit Party or any ERISA Affiliate has agreed or is required to indemnify any person against any such liability. There are no pending or, to the best knowledge of the Credit Parties, each of their Subsidiaries and each ERISA Affiliate, 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. (fe) The present value (determined using actuarial and other assumptions that are reasonable No Credit Party nor any Subsidiary of a Credit Party nor any ERISA Affiliate has any material liability with respect to the benefits provided and the employees participating) of the liability of the Borrower and each ERISA Affiliate for "expected post-retirement welfare benefits to be provided to their current and former employees under Plans that are welfare benefit plans (as defined in Section 3(1) obligations" within the meaning of ERISA), net of all assets under all such Plans allocable to such benefits, are reflected on the financial statements referenced in Section 7.1 in accordance with FASB Financial Accounting Standards Board Statement 106. (g) . Each Plan that is a welfare plan (as defined in Section 3(1) of ERISA) to which Sections 601-609 of ERISA and Section 4980B of the Code apply has been administered in compliance in all material respects with such sections.

ERISA. Except as would not result or be reasonably expected to result in a Material Adverse Effect: (a) During the five-year period prior to the date on which this representation is made or deemed made (i) no Termination Event has occurredEach employee benefit plan, and, to the best knowledge of the Borrower, no event or condition has occurred or exists as a result of which any Termination Event would be reasonably expected to occur, with respect to any Plan, (ii) no “accumulated funding deficiency,” as such term is defined in Section 302 of ERISA and Section 412 of the Code, whether or not waived, has occurred with respect to any Plan, (iii) each Plan has been maintained, operated, and funded in compliance with its own terms and in material compliance with the provisions of ERISA, the Code, and any other applicable federal or state laws, and (iv) no Lien in favor or the PBGC or a Plan has arisen or is reasonably likely to arise on account of any Plan. (b) No liability has been or is reasonably expected by the Borrower to be incurred under Sections 4062, 4063 or 4064 of ERISA with respect to any Single Employer Plan by the Borrower or any of its Subsidiaries. (c) The actuarial present value of all “benefit liabilities” under each Single Employer Plan (determined within the meaning of Section 401(a)(23(3) of the CodeEmployee Retirement Income Security Act of 1974, utilizing the actuarial assumptions used to fund such Plansas amended (“ERISA”), whether for which the Company or not vested, did not, any member of its “Controlled Group” (defined as any organization which is a member of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the current value a controlled group of the assets of such Plan allocable to such accrued liabilities, except as disclosed in the Borrower’s financial statements. (d) Neither the Borrower nor any ERISA Affiliate has incurred, or, to the best knowledge of the Borrower, is reasonably expected to incur, any withdrawal liability under ERISA to any Multiemployer Plan or Multiple Employer Plan. Neither the Borrower nor any ERISA Affiliate has received any notification that any Multiemployer Plan is in reorganization (corporations within the meaning of Section 4241 414 of ERISAthe Code) would have any liability (each, a “Plan”) has been maintained in compliance with its terms and the requirements of any applicable statutes, orders, rules and regulations, including but not limited to ERISA and the Internal Revenue Code of 1986, as amended (the “Code”), is insolvent (within the meaning of Section 4245 of ERISA), or has been terminated (within the meaning of Title IV of ERISA), and no Multiemployer Plan is, except for noncompliance that would not reasonably be expected to result in material liability to the best knowledge of the BorrowerCompany; (ii) no prohibited transaction, reasonably expected to be in reorganization, insolvent, or terminated. (e) No prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) or breach of fiduciary responsibility , has occurred with respect to any Plan excluding transactions effected pursuant to a statutory or administrative exemption that would reasonably be expected to result in a material liability to the Company; (iii) for each Plan that is subject to the funding rules of Section 412 of the Code or Section 302 of ERISA, the minimum funding standard of Section 412 of the Code or Section 302 of ERISA, as applicable, has been satisfied (without taking into account any waiver thereof or extension of any amortization period) and is reasonably expected to be satisfied in the future (without taking into account any waiver thereof or extension of any amortization period); (iv) the fair market value of the assets of each Plan that is required to be funded exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan); (v) no “reportable event” (within the meaning of Section 4043(c) of ERISA) has occurred or is reasonably expected to occur that either has resulted, which has subjected or would reasonably be expected to result, in material liability to the Company; (vi) neither the Company nor any member of the Controlled Group has incurred, nor reasonably likely expects to subject the Borrower or any ERISA Affiliate to incur, any liability under Sections 406, 409, 502(iTitle IV of ERISA (other than contributions to the Plan or premiums to the Pension Benefit Guaranty Corporation (“PBGC”), or 502(1in the ordinary course and without default) in respect of ERISA or a Plan (including a “multiemployer plan”, within the meaning of Section 4975 of the Code, or under any agreement or other instrument pursuant to which the Borrower or any ERISA Affiliate has agreed or is required to indemnify any person against any such liability. (f) The present value (determined using actuarial and other assumptions that are reasonable with respect to the benefits provided and the employees participating) of the liability of the Borrower and each ERISA Affiliate for post-retirement welfare benefits to be provided to their current and former employees under Plans that are welfare benefit plans (as defined in Section 3(14001(a)(3) of ERISA); and (vii) there is no pending audit or investigation by the Internal Revenue Service, net the U.S. Department of Labor, the PBGC or any other governmental agency or any foreign regulatory agency with respect to any Plan that would reasonably be expected to result in material liability to the Company. None of the following events has occurred or is reasonably likely to occur: (x) a material increase in the aggregate amount of contributions required to be made to all assets under all Plans by the Company in the current fiscal year of the Company compared to the amount of such contributions made in the Company’s most recently completed fiscal year; other than an increase solely attributable to (A) an increase in the number of employees covered by such Plans allocable or (B) an increase arising from the renewal in the ordinary course of business of contracts with vendors, insurers, plan administrators or other similar service providers under which the benefits of such Plans are provided; or (y) a material increase in the Company’s “accumulated post-retirement benefit obligations” (within the meaning of Statement of Financial Accounting Standards 106) compared to the amount of such benefits, are reflected on obligations in the financial statements referenced in Section 7.1 in accordance with FASB 106Company’s most recently completed fiscal year. (g) Each Plan that is a welfare plan (as defined in Section 3(1) of ERISA) to which Sections 601-609 of ERISA and Section 4980B of the Code apply has been administered in compliance in all material respects with such sections.

ERISA. Except (a) With respect to any Plan (or, with respect to (vi) below, as of the date such representation is made or deemed made), none of the following events or conditions exists, has occurred, or is reasonably expected to occur, which either individually or in the aggregate, would not result or reasonably be reasonably expected to result in a Material Adverse Effect: (a) During the five-year period prior to the date on which this representation is made or deemed made : (i) no Termination Event has occurred, and, to the best knowledge of the Borrower, no event or condition has occurred or exists as a result of which any Termination Event would be reasonably expected to occur, with respect to any Plan, Reportable Event; (ii) no any failure to satisfy the “accumulated minimum funding deficiency,standard” as such term is defined in Section 302 (within the meaning of ERISA and Section 412 of the Code, whether Code or not waived, has occurred with respect to any Plan, Section 302 of ERISA); (iii) each Plan has been maintained, operated, and funded in compliance with its own terms and in material compliance any noncompliance with the applicable provisions of ERISA, ERISA or the Code, and any other applicable federal or state laws, and ; (iv) no a termination of a Single Employer Plan (other than a standard termination pursuant to Section 4041(b) of ERISA); (v) a Lien on the property of the Parent Borrower or its Restricted Subsidiaries in favor or of the PBGC or a Plan has arisen or is reasonably likely to arise on account of Plan; (vi) any Plan. (b) No liability has been or is reasonably expected by the Borrower to be incurred under Sections 4062, 4063 or 4064 of ERISA Underfunding with respect to any Single Employer Plan; (vii) a complete or partial withdrawal from any Multiemployer Plan by the Parent Borrower or any of its Subsidiaries. Commonly Controlled Entity; (cviii) The actuarial present value of all “benefit liabilities” under each Single Employer Plan (determined within to the meaning of Section 401(a)(2) knowledge of the CodeParent Borrower, utilizing any liability of the actuarial assumptions used Parent Borrower or any Commonly Controlled Entity under ERISA if the Parent Borrower or any such Commonly Controlled Entity were to fund such Plans), whether or not vested, did not, withdraw completely from all Multiemployer Plans as of the last annual valuation date prior to most closely preceding the date on which this representation is made or deemed made, exceed ; (ix) the current value Insolvency of any Multiemployer Plan; or (x) any transactions that resulted or could reasonably be expected to result in any liability to the Parent Borrower or any Commonly Controlled Entity under Section 4069 of ERISA or Section 4212(c) of ERISA; provided that the representation made in clauses (ii) and (ix) of this subsection 5.11(a) with respect to a Multiemployer Plan is based on knowledge of the assets of such Plan allocable to such accrued liabilities, except as disclosed in the Parent Borrower’s financial statements. (db) Neither With respect to any Foreign Plan, none of the following events or conditions exists, has occurred, or is reasonably expected to occur, which either individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect: (i) substantial non-compliance with its terms and with the requirements of any and all applicable laws, statutes, rules, regulations and orders; (ii) failure to be maintained, where required, in good standing with applicable regulatory authorities; (iii) any obligation of the Parent Borrower nor or its Restricted Subsidiaries in connection with the termination or partial termination of, or withdrawal from, any ERISA Affiliate has incurredForeign Plan; (iv) any Lien on the property of the Parent Borrower or its Restricted Subsidiaries in favor of a Governmental Authority as a result of any action or inaction regarding a Foreign Plan; (v) for each Foreign Plan that is a funded or insured plan, orfailure to be funded or insured on an ongoing basis to the extent required by applicable non-U.S. law (using actuarial methods and assumptions which are consistent with the valuations last filed with the applicable Governmental Authorities); (vi) any facts that, to the best knowledge of the BorrowerParent Borrower and its Restricted Subsidiaries, is exist that would reasonably be expected to incur, give rise to a dispute and any withdrawal liability under ERISA to any Multiemployer Plan pending or Multiple Employer Plan. Neither the Borrower nor any ERISA Affiliate has received any notification that any Multiemployer Plan is in reorganization (within the meaning of Section 4241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA), or has been terminated (within the meaning of Title IV of ERISA), and no Multiemployer Plan isthreatened disputes that, to the best knowledge of the BorrowerParent Borrower and its Restricted Subsidiaries, would reasonably be expected to be result in reorganization, insolvent, or terminated. (e) No prohibited transaction (within a material liability to the meaning of Section 406 of ERISA or Section 4975 of the Code) or breach of fiduciary responsibility has occurred with respect to a Plan, which has subjected or would be reasonably likely to subject the Parent Borrower or any ERISA Affiliate of its Restricted Subsidiaries concerning the assets of any Foreign Plan (other than individual claims for the payment of benefits); and (vii) failure to any liability under Sections 406, 409, 502(i), or 502(1) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which the Borrower or any ERISA Affiliate has agreed or is required to indemnify any person against any such liability. (f) The present value (determined using actuarial and other assumptions that are reasonable with respect make all contributions in a timely manner to the benefits provided and the employees participating) of the liability of the Borrower and each ERISA Affiliate for postextent required by applicable non-retirement welfare benefits to be provided to their current and former employees under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA), net of all assets under all such Plans allocable to such benefits, are reflected on the financial statements referenced in Section 7.1 in accordance with FASB 106U.S. law. (g) Each Plan that is a welfare plan (as defined in Section 3(1) of ERISA) to which Sections 601-609 of ERISA and Section 4980B of the Code apply has been administered in compliance in all material respects with such sections.

ERISA. Except as would not result (a) 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 reasonably expected to result in a Material Adverse Effect: (a) During the five-year period prior to the date on which this representation is made or deemed made (i) no Termination Event has occurred, and, to the best knowledge of the Borrower, no event or condition has occurred or exists . Except as a result of which any Termination Event would could not reasonably be reasonably expected to occurresult in a Material Adverse Effect, with respect to any each Plan, (ii) no the “accumulated funding deficiencytarget,” as such term is defined in Section 302 of ERISA and Section 412 430(d)(1) of the Code, whether or not waived, has occurred with respect to any such Plan, (iiidoes not exceed the fair market value of all such Plan’s assets, as determined pursuant to Section 430(g) each Plan has been maintained, operated, and funded in compliance with its own terms and in material compliance with the provisions of ERISA, the Code, and any other applicable federal or state laws, and (ivall determined as of the then-most recent valuation date for such Plan using the actuarial assumptions used to determine the Plan’s “funding target attainment” percentage as defined in Section 430(d) no Lien in favor or of the PBGC or a Plan has arisen or is reasonably likely to arise on account of any PlanCode. (b) No liability has been or is reasonably expected by The Borrower represents and warrants as of the Effective Date that the Borrower to is not and will not be incurred under Sections 4062using “plan assets” (within the meaning of 29 CFR § 2510.3-101, 4063 as modified by Section 3(42) of ERISA) of one or 4064 more Benefit Plans in connection with the Loans, the Letters of ERISA with respect to any Single Employer Plan by Credit or the Borrower or any of its SubsidiariesCommitments. (c) The actuarial Except as could not reasonably be expected to result in a Material Adverse Effect, (i) each Foreign Pension Plan has been maintained in compliance with its terms and with the requirements of any and all applicable laws, statutes, rules, regulations and orders and has been maintained, where required, in good standing with applicable regulatory authorities; (ii) all contributions required to be made with respect to a Foreign Pension Plan have been timely made; (iii) neither the Borrower nor any of its Subsidiaries has incurred any obligation in connection with the termination of, or withdrawal from, any Foreign Pension Plan; and (iv) the present value of all “the accrued benefit liabilities” under each Single Employer Plan liabilities (determined within the meaning of Section 401(a)(2) of the Code, utilizing the actuarial assumptions used to fund such Plans), whether or not vested) under each Foreign Pension Plan, did not, determined as of the last annual valuation date prior to end of the date Borrowers’ most recently ended fiscal year on the basis of actuarial assumptions, each of which this representation is made or deemed madereasonable, did not exceed the current value of the assets of such Foreign Pension Plan allocable to such accrued benefit liabilities, except as disclosed in the Borrower’s financial statements. (d) Neither the Borrower nor any ERISA Affiliate has incurred, or, to the best knowledge of the Borrower, is reasonably expected to incur, any withdrawal liability under ERISA to any Multiemployer Plan or Multiple Employer Plan. Neither the Borrower nor any ERISA Affiliate has received any notification that any Multiemployer Plan is in reorganization (within the meaning of Section 4241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA), or has been terminated (within the meaning of Title IV of ERISA), and no Multiemployer Plan is, to the best knowledge of the Borrower, reasonably expected to be in reorganization, insolvent, or terminated. (e) No prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) or breach of fiduciary responsibility has occurred with respect to a Plan, which has subjected or would be reasonably likely to subject the Borrower or any ERISA Affiliate to any liability under Sections 406, 409, 502(i), or 502(1) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which the Borrower or any ERISA Affiliate has agreed or is required to indemnify any person against any such liability. (f) The present value (determined using actuarial and other assumptions that are reasonable with respect to the benefits provided and the employees participating) of the liability of the Borrower and each ERISA Affiliate for post-retirement welfare benefits to be provided to their current and former employees under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA), net of all assets under all such Plans allocable to such benefits, are reflected on the financial statements referenced in Section 7.1 in accordance with FASB 106. (g) Each Plan that is a welfare plan (as defined in Section 3(1) of ERISA) to which Sections 601-609 of ERISA and Section 4980B of the Code apply has been administered in compliance in all material respects with such sections.

ERISA. Except (a) Mezzanine Borrower does not maintain or contribute to and is not required to contribute to, an "employee benefit plan" as defined by Section 3(3) of ERISA, which is subject to Title IV of ERISA (other than a "multiemployer plan" as defined by Section 3(37) of ERISA), and Mezzanine Borrower (i) has no knowledge of any material liability which has been incurred or is expected to be incurred by Mezzanine Borrower which is reasonably likely to result in a Material Adverse Effect and is or remains unsatisfied for any taxes or penalties or unfunded contributions with respect to any "employee benefit plan" or any "plan," within the meaning of Section 4975(e)(1) of the Internal Revenue Code or any other benefit plan (other than a "multiemployer plan") maintained, contributed to, or required to be contributed to by Mezzanine Borrower or by any entity that is under common control with Mezzanine Borrower within the meaning Section 4001(a)(14) of ERISA (each, an ERISA AFFILIATE) (each, a PLAN) or any plan that would not result or be a Plan but for the fact that it is a multiemployer plan within the meaning of ERISA Section 3(37); and (ii) has made and shall continue to make when due all required contributions to all such Plans (other than Plans relating to ERISA Affiliates), if any, where the failure to so contribute is reasonably expected likely to result in a Material Adverse Effect: . Each such Plan (a) During the five-year period prior other than Plans relating to the date on which this representation is made or deemed made (i) no Termination Event has occurredERISA Affiliates), and, to the best knowledge of the Borrower, no event or condition has occurred or exists as a result of which any Termination Event would be reasonably expected to occur, with respect to any Plan, (ii) no “accumulated funding deficiency,” as such term is defined in Section 302 of ERISA and Section 412 of the Code, whether or not waivedif any, has occurred with respect to any Plan, (iii) each Plan has been maintained, operated, and funded in compliance with its own terms and will be administered in material compliance with its terms and the applicable provisions of ERISA, the Internal Revenue Code, and any other applicable federal or state laws, law; and (iv) no Lien action shall be taken or fail to be taken that would result in favor the disqualification or the PBGC or a Plan has arisen or is reasonably likely to arise on account loss of tax-exempt status of any Plan.such Plan intended to be qualified and/or tax exempt; and (b) No liability With respect to any "multiemployer plan," (i) Mezzanine Borrower has been not, since September 26, 1980, made or suffered a "complete withdrawal" or a "partial withdrawal," as such terms are respectively defined in Sections 4203 and 4205 of ERISA, (ii) Mezzanine Borrower has made and shall continue to make when due all required contributions to all such "multiemployer plans" and (iii) no ERISA Affiliate has, since September 26, 1980, made or suffered a "complete withdrawal" or a "partial withdrawal," as such terms are respectively defined in Sections 4203 and 4205 of ERISA which withdrawal is reasonably expected by the Borrower to be incurred under Sections 4062, 4063 or 4064 of ERISA with respect to any Single Employer Plan by the Borrower or any of its Subsidiarieshave a Material Adverse Effect. (c) The actuarial present value Mezzanine Borrower is not an employee benefit plan, as defined in Section 3(3) of all “benefit liabilities” under each Single Employer Plan (determined ERISA, whether or not subject to Title I of ERISA, none of the assets of Mezzanine Borrower, Guarantor or Mortgage Borrower constitutes or will constitute plan assets of one or more such plans within the meaning of 29 C.F.R. Section 401(a)(2) 2510.3-101 and transactions by or with any of the CodeMezzanine Borrower and Mortgage Borrower are not subject to similar laws regulating investment of, utilizing the actuarial assumptions used to fund such Plans)and fiduciary obligations with respect to, whether or not vested, did not, as of the last annual valuation date prior plans similar to the date on which this representation is made or deemed made, exceed the current value of the assets of such Plan allocable to such accrued liabilities, except as disclosed in the Borrower’s financial statements. (d) Neither the Borrower nor any ERISA Affiliate has incurred, or, to the best knowledge of the Borrower, is reasonably expected to incur, any withdrawal liability under ERISA to any Multiemployer Plan or Multiple Employer Plan. Neither the Borrower nor any ERISA Affiliate has received any notification that any Multiemployer Plan is in reorganization (within the meaning of Section 4241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA), or has been terminated (within the meaning of Title IV of ERISA), and no Multiemployer Plan is, to the best knowledge of the Borrower, reasonably expected to be in reorganization, insolvent, or terminated. (e) No prohibited transaction (within the meaning provisions of Section 406 of ERISA or Section 4975 of the Code) Code currently in effect which prohibit or breach of fiduciary responsibility has occurred with respect to a Plan, which has subjected or would be reasonably likely to subject otherwise restrict the Borrower or any ERISA Affiliate to any liability under Sections 406, 409, 502(i), or 502(1) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which the Borrower or any ERISA Affiliate has agreed or is required to indemnify any person against any such liabilitytransactions contemplated by this Agreement. (f) The present value (determined using actuarial and other assumptions that are reasonable with respect to the benefits provided and the employees participating) of the liability of the Borrower and each ERISA Affiliate for post-retirement welfare benefits to be provided to their current and former employees under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA), net of all assets under all such Plans allocable to such benefits, are reflected on the financial statements referenced in Section 7.1 in accordance with FASB 106. (g) Each Plan that is a welfare plan (as defined in Section 3(1) of ERISA) to which Sections 601-609 of ERISA and Section 4980B of the Code apply has been administered in compliance in all material respects with such sections.

ERISA. (a) Except as would not result or reasonably be reasonably expected to result in a Material Adverse Effect: (a) During the five-year period prior to the date on which this representation is made or deemed made , (i) no Termination Event each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code and other Federal or state laws and (ii) each Plan that is intended to be a qualified plan under Section 401(a) of the Code has occurredreceived a favorable determination, opinion or advisory letter from the Internal Revenue Service to the effect that the form of such Plan is qualified under Section 401(a) of the Code and the trust related thereto has been determined by the Internal Revenue Service to be exempt from federal income tax under Section 501(a) of the Code, or an application for such a letter is currently being processed by, or shall be timely submitted to, the Internal Revenue Service, and, to the best knowledge of the Borrower, no event or condition nothing has occurred that would prevent or exists as a result cause the loss of which such tax-qualified status. (b) There are no pending or, to the knowledge of the Borrower, threatened claims, actions or lawsuits, or action by any Termination Event would be reasonably expected to occurGovernmental Authority, with respect to any PlanPlan that would 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 Plan that has resulted or would reasonably be expected to result in a Material Adverse Effect. (c) Except as would not be reasonably by expected to result in a Material Adverse Effect, (iii) no “accumulated funding deficiency,” as such term ERISA Event has occurred, and neither the Borrower nor any ERISA Affiliate is defined aware of any fact, event or circumstance that would reasonably be expected to constitute or result in Section 302 of an ERISA and Section 412 of the Code, whether or not waived, has occurred Event with respect to any Plan; (ii) the Borrower and each ERISA Affiliate has met all applicable requirements under the Pension Funding Rules in respect of each Plan, and no waiver of the minimum funding standards under the Pension Funding Rules has been applied for or obtained; (iii) each Plan has been maintained, operated, and funded in compliance with its own terms and in material compliance with as of the provisions of ERISAmost recent valuation date for any Plan, the Code, and any other applicable federal or state laws, and funding target attainment percentage (iv) no Lien as defined in favor or the PBGC or a Plan has arisen or is reasonably likely to arise on account of any Plan. (b) No liability has been or is reasonably expected by the Borrower to be incurred under Sections 4062, 4063 or 4064 of ERISA with respect to any Single Employer Plan by the Borrower or any of its Subsidiaries. (c) The actuarial present value of all “benefit liabilities” under each Single Employer Plan (determined within the meaning of Section 401(a)(2430(d)(2) of the Code, utilizing ) is 60% or higher and neither the actuarial assumptions used Borrower nor any ERISA Affiliate knows of any facts or circumstances that could reasonably be expected to fund cause the funding target attainment percentage for any such Plans), whether or not vested, did not, plan to drop below 60% as of the last annual most recent valuation date prior to the date on which this representation is made or deemed made, exceed the current value of the assets of such Plan allocable to such accrued liabilities, except as disclosed in the Borrower’s financial statements. date; (div) Neither neither the Borrower nor any ERISA Affiliate has incurred, or, incurred any liability to the best knowledge PBGC other than for the payment of the Borrowerpremiums, is reasonably expected to incur, any withdrawal liability under ERISA to any Multiemployer Plan or Multiple Employer Plan. Neither and there are no premium payments which have become due that are unpaid; (v) neither the Borrower nor any ERISA Affiliate has received any notification engaged in a transaction that any Multiemployer Plan is in reorganization (within the meaning of could be subject to Section 4241 4069 or Section 4212(c) of ERISA), is insolvent ; and (within the meaning of Section 4245 of ERISA), or vi) no Plan has been terminated (within by the meaning of plan administrator thereof nor by the PBGC, and no event or circumstance has occurred or exists that would reasonably be expected to cause the PBGC to institute proceedings under Title IV of ERISA), and no Multiemployer Plan is, ERISA to the best knowledge of the Borrower, reasonably expected to be in reorganization, insolvent, or terminatedterminate any Plan. (e) No prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) or breach of fiduciary responsibility has occurred with respect to a Plan, which has subjected or would be reasonably likely to subject the Borrower or any ERISA Affiliate to any liability under Sections 406, 409, 502(i), or 502(1) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which the Borrower or any ERISA Affiliate has agreed or is required to indemnify any person against any such liability. (f) The present value (determined using actuarial and other assumptions that are reasonable with respect to the benefits provided and the employees participating) of the liability of the Borrower and each ERISA Affiliate for post-retirement welfare benefits to be provided to their current and former employees under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA), net of all assets under all such Plans allocable to such benefits, are reflected on the financial statements referenced in Section 7.1 in accordance with FASB 106. (g) Each Plan that is a welfare plan (as defined in Section 3(1) of ERISA) to which Sections 601-609 of ERISA and Section 4980B of the Code apply has been administered in compliance in all material respects with such sections.

ERISA. Except Each Plan and, with respect to each Plan, the Borrower and each member of the Controlled Group, are in compliance in all material respects with all applicable provisions of ERISA and the Code. Each Plan which is intended to qualify under Section 401(a) of the Code has received a favorable determination letter from the IRS indicating that such Plan is so qualified or an application for such determination status will be filed on or before the expiration of the applicable remedial amendment period, and, to the knowledge of the Borrower and each member of the Controlled Group, nothing has occurred subsequent to the issuance of such determination letter which could reasonably be expected to cause such Plan to lose its qualified status. Either (a) there are no Pension Plans or (b) except as would not result or reasonably be reasonably expected to result in a Material Adverse Effect: (a) During the five-year period prior to the date on which this representation is made or deemed made Effect (i) no Termination Event has occurred, and, to the best knowledge Borrower and each member of the Borrower, no event or condition has occurred or exists as a result Controlled Group have fulfilled their obligations under the minimum funding standards of which any Termination Event would be reasonably expected to occur, with respect to any Plan, (ii) no “accumulated funding deficiency,” as such term is defined in Section 302 of ERISA and Section 412 of the Code, whether (ii) no Pension Plan is in “at risk” status (as defined in Section 430 of the Code or not waived, has occurred with respect to any PlanSection 303 of ERISA) and no Multiemployer Plan is in “critical” or “endangered” status under Section 432 of the Code or Section 305 of ERISA, (iii) each Plan has been maintained, operated, and funded in compliance with its own terms and in material compliance with the provisions of ERISA, the Code, and any other applicable federal or state laws, and (iv) no Lien in favor or the PBGC or a Plan has arisen or is reasonably likely to arise on account of any Plan. (b) No liability has been or is reasonably expected by the Borrower to be incurred under Sections 4062, 4063 or 4064 of ERISA with respect to any Single Employer Plan by the Borrower or any of its Subsidiaries. (c) The actuarial present value of all “accrued benefit liabilities” obligations under each Single Employer Pension Plan (determined within the meaning of Section 401(a)(2) of the Code, utilizing the actuarial based on those assumptions used to fund such Plans), whether or not vested, 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 current value of the assets of such Pension Plan allocable to such accrued liabilitiesbenefit obligations by a material amount, except (iv) as disclosed in of the Borrower’s financial statements. (d) Neither most recent valuation date for each Multiemployer Plan, the liability that would be incurred by the Borrower nor or any ERISA Affiliate has incurred, or, to the best knowledge member of the Borrower, is reasonably expected to incur, any Controlled Group upon a complete withdrawal liability under ERISA to any from such Multiemployer Plan or Multiple Employer Plan. Neither the Borrower nor any ERISA Affiliate has received any notification that any Multiemployer Plan is in reorganization (within the meaning of Section 4241 4203 or Section 4205 of ERISA) is zero, and (v) neither the Borrower nor any member of the Controlled Group has incurred, or reasonably expects to incur, any liability to the PBGC (other than for the payment of premiums), is insolvent (within the meaning of Section 4245 of ERISA), IRS or has been terminated (within the meaning of any employee benefit plan under Title IV of ERISA), and no Multiemployer Plan is, ERISA with respect thereto. No employee benefit plan that is subject to the best knowledge laws of any jurisdiction outside the Borrower, reasonably expected United States that is maintained or contributed to be in reorganization, insolvent, or terminated. (e) No prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) or breach of fiduciary responsibility has occurred with respect to a Plan, which has subjected or would be reasonably likely to subject by the Borrower or any ERISA Affiliate member of the Controlled Group has incurred, or reasonably expects to incur, any liability under Sections 406, 409, 502(i), or 502(1) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant that would reasonably be expected to which the Borrower or any ERISA Affiliate has agreed or is required to indemnify any person against any such liabilityresult in a Material Adverse Effect. (f) The present value (determined using actuarial and other assumptions that are reasonable with respect to the benefits provided and the employees participating) of the liability of the Borrower and each ERISA Affiliate for post-retirement welfare benefits to be provided to their current and former employees under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA), net of all assets under all such Plans allocable to such benefits, are reflected on the financial statements referenced in Section 7.1 in accordance with FASB 106. (g) Each Plan that is a welfare plan (as defined in Section 3(1) of ERISA) to which Sections 601-609 of ERISA and Section 4980B of the Code apply has been administered in compliance in all material respects with such sections.

ERISA. Except (a) With respect to any Plan (or, with respect to (vi) or (viii) below, as of the date such representation is made or deemed made), none of the following events or conditions exists, has occurred, or is reasonably expected to occur, which either individually or in the aggregate, would not result or reasonably be reasonably expected to result in a Material Adverse Effect: (a) During the five-year period prior to the date on which this representation is made or deemed made : (i) no Termination Event has occurred, and, to the best knowledge of the Borrower, no event or condition has occurred or exists as a result of which any Termination Event would be reasonably expected to occur, with respect to any Plan, Reportable Event; (ii) no an “accumulated funding deficiency,” as such term is defined in Section 302 (within the meaning of ERISA and Section 412 of the Code, whether Code or not waived, has occurred with respect to any Plan, Section 302 of ERISA); (iii) each Plan has been maintained, operated, and funded in compliance with its own terms and in material compliance any noncompliance with the applicable provisions of ERISA, ERISA or the Code, and any other applicable federal or state laws, and ; (iv) no a termination of a Single Employer Plan (other than a standard termination pursuant to Section 4041(b) of ERISA); (v) a Lien on the property of the Parent Borrower or its Restricted Subsidiaries in favor or of the PBGC or a Plan has arisen or is reasonably likely to arise on account of Plan; (vi) any Plan. (b) No liability has been or is reasonably expected by the Borrower to be incurred under Sections 4062, 4063 or 4064 of ERISA Underfunding with respect to any Single Employer Plan; (vii) a complete or partial withdrawal from any Multiemployer Plan by the Parent Borrower or any of its Subsidiaries. Commonly Controlled Entity; (cviii) The actuarial present value of all “benefit liabilities” under each Single Employer Plan (determined within the meaning of Section 401(a)(2) any liability of the Code, utilizing Parent Borrower or any Commonly Controlled Entity under ERISA if the actuarial assumptions used Parent Borrower or any such Commonly Controlled Entity were to fund such Plans), whether or not vested, did not, withdraw completely from all Multiemployer Plans as of the last annual valuation date prior to most closely preceding the date on which this representation is made or deemed made, exceed ; (ix) the current value Reorganization or Insolvency of any Multiemployer Plan; or (x) any transactions that resulted or could reasonably be expected to result in any liability to the Parent Borrower or any Commonly Controlled Entity under Section 4069 of ERISA or Section 4212(c) of ERISA; provided that the representation made in clauses (ii) and (ix) of this subsection 5.11(a) with respect to a Multiemployer Plan is based on knowledge of the assets of such Plan allocable to such accrued liabilities, except as disclosed in the Parent Borrower’s financial statements. (db) Neither With respect to any Foreign Plan, none of the following events or conditions exists, has occurred, or is reasonably expected to occur, which either individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect: (i) substantial non-compliance with its terms and with the requirements of any and all applicable laws, statutes, rules, regulations and orders; (ii) failure to be maintained, where required, in good standing with applicable regulatory authorities; (iii) any obligation of the Parent Borrower nor or its Restricted Subsidiaries in connection with the termination or partial termination of, or withdrawal from, any ERISA Affiliate has incurredForeign Plan; (iv) any Lien on the property of the Parent Borrower or its Restricted Subsidiaries in favor of a Governmental Authority as a result of any action or inaction regarding a Foreign Plan; (v) for each Foreign Plan that is a funded or insured plan, orfailure to be funded or insured on an ongoing basis to the extent required by applicable non-U.S. law (using actuarial methods and assumptions which are consistent with the valuations last filed with the applicable Governmental Authorities); (vi) any facts that, to the best knowledge of the BorrowerParent Borrower and its Restricted Subsidiaries, is exist that would reasonably be expected to incur, give rise to a dispute and any withdrawal liability under ERISA to any Multiemployer Plan pending or Multiple Employer Plan. Neither the Borrower nor any ERISA Affiliate has received any notification that any Multiemployer Plan is in reorganization (within the meaning of Section 4241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA), or has been terminated (within the meaning of Title IV of ERISA), and no Multiemployer Plan isthreatened disputes that, to the best knowledge of the BorrowerParent Borrower and its Restricted Subsidiaries, would reasonably be expected to be result in reorganization, insolvent, or terminated. (e) No prohibited transaction (within a material liability to the meaning of Section 406 of ERISA or Section 4975 of the Code) or breach of fiduciary responsibility has occurred with respect to a Plan, which has subjected or would be reasonably likely to subject the Parent Borrower or any ERISA Affiliate of its Restricted Subsidiaries concerning the assets of any Foreign Plan (other than individual claims for the payment of benefits); and (vii) failure to any liability under Sections 406, 409, 502(i), or 502(1) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which the Borrower or any ERISA Affiliate has agreed or is required to indemnify any person against any such liability. (f) The present value (determined using actuarial and other assumptions that are reasonable with respect make all contributions in a timely manner to the benefits provided and the employees participating) of the liability of the Borrower and each ERISA Affiliate for postextent required by applicable non-retirement welfare benefits to be provided to their current and former employees under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA), net of all assets under all such Plans allocable to such benefits, are reflected on the financial statements referenced in Section 7.1 in accordance with FASB 106U.S. law. (g) Each Plan that is a welfare plan (as defined in Section 3(1) of ERISA) to which Sections 601-609 of ERISA and Section 4980B of the Code apply has been administered in compliance in all material respects with such sections.

ERISA. Except as would not result or reasonably be reasonably expected to result in a Material Adverse Effect: (a) During the five-year period prior to the date on which this representation is made or deemed made made: (i) no Termination ERISA Event has occurred, and, to the best knowledge of the such Borrower, no event or condition has occurred or exists as a result of which any Termination ERISA Event would be reasonably expected to occur, with respect to any Plan, ; (ii) no “"accumulated funding deficiency,” " as such term is defined in Section 302 of ERISA and Section 412 of the Code, whether or not waived, has occurred with respect to any Plan, ; (iii) each Plan has been maintained, operated, and funded in compliance with its own terms and in material compliance with the provisions of ERISA, the Code, and any other applicable federal or state laws, ; and (iv) no Lien in favor or the PBGC or a Plan has arisen or is reasonably likely to arise on account of any Plan. (b) No liability has been or is reasonably expected by the Borrower to be incurred under Sections 4062, 4063 or 4064 of ERISA with respect to any Single Employer Plan by the Borrower or any of its Subsidiaries. (c) The actuarial present value of all “"benefit liabilities” " under each Single Employer Plan (determined within the meaning of Section 401(a)(2) of the Code, utilizing the actuarial assumptions used to fund such Plans), whether or not vested, did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the current value of the assets of such Plan allocable to such accrued liabilities, except as disclosed in the such Borrower’s 's financial statements. (dc) Neither the such Borrower nor any ERISA Affiliate has incurred, or, to the best knowledge of the such Borrower, is reasonably expected to incur, any withdrawal liability under ERISA to any Multiemployer Plan or Multiple Employer Plan. Neither the such Borrower nor any ERISA Affiliate has received any notification that any Multiemployer Plan is in reorganization (within the meaning of Section 4241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA), or has been terminated (within the meaning of Title IV of ERISA), and no Multiemployer Plan is, to the best knowledge of the such Borrower, reasonably expected to be in reorganization, insolvent, or terminated. (ed) No prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) or breach of fiduciary responsibility has occurred with respect to a Plan, Plan which has subjected or would be reasonably likely to subject the such Borrower or any ERISA Affiliate to any liability under Sections 406, 409, 502(i), or 502(1502(l) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which the such Borrower or any ERISA Affiliate has agreed or is required to indemnify any person against any such liability. (fe) The present value (determined using actuarial and other assumptions that which are reasonable with respect to the benefits provided and the employees participating) of the liability of the such Borrower and each ERISA Affiliate for post-retirement welfare benefits to be provided to their current and former employees under Plans that which are welfare benefit plans (as defined in Section 3(1) of ERISA), net of all assets under all such Plans allocable to such benefits, are reflected on the financial statements referenced in Section 7.1 in accordance with FASB 106. (gf) Each Plan that which is a welfare plan (as defined in Section 3(1) of ERISA) to which Sections 601-609 of ERISA and Section 4980B of the Code apply has been administered in compliance in all material respects with such sections.

ERISA. Except as would not result have or be reasonably expected to result in have a Material Adverse Effect: (a) During the five-year period prior to the date on which this representation is made or deemed made made: (i) no Termination Event has occurred, and, to the best knowledge of the BorrowerCredit Parties, no event or condition has occurred or exists as a result of which any Termination Event would could reasonably be reasonably expected to occur, with respect to any Plan, ; (ii) no “"accumulated funding deficiency,” " as such term is defined in Section 302 of ERISA and Section 412 of the Code, whether or not waived, has occurred with respect to any Plan, ; (iii) each Plan has been maintained, operated, and funded in compliance with its own terms and in material compliance with the provisions of ERISA, the Code, and any other applicable federal or state laws, ; and (iv) no Lien lien in favor or of the PBGC or a Plan has arisen or is reasonably likely to arise on account of any Plan. (b) No liability has been or is reasonably expected by the Borrower to be incurred under Sections 4062, 4063 or 4064 of ERISA with respect to any Single Employer Plan by the Borrower or any of its Subsidiaries. (c) The actuarial present value of all “"benefit liabilities” " (within the meaning of Section 4001 of ERISA) under each Single Employer Plan (determined within the meaning of Section 401(a)(2) of the Code, utilizing the actuarial assumptions used to fund such Plans), whether or not vested, did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the fair market current value as of such date of the assets of such Plan allocable to such accrued liabilities, except as disclosed in the Borrower’s financial statements. (dc) Neither the Borrower Borrower, nor any of its Subsidiaries, nor any ERISA Affiliate has incurred, or, to the best knowledge of the Borrowersuch parties, is are reasonably expected to incur, any withdrawal liability under ERISA to any Multiemployer Plan or Multiple Employer Plan. Neither the Borrower Borrower, nor any of its Subsidiaries, nor any ERISA Affiliate has received any notification pursuant to ERISA that any Multiemployer Plan is in reorganization (within the meaning of Section 4241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA), or has been terminated (within the meaning of Title IV of ERISA), and no Multiemployer Plan isand, to the best knowledge of the Borrowersuch parties, no Multiemployer Plan is reasonably expected to be in reorganization, insolvent, or terminated. (ed) No nonexempt prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) or breach of fiduciary responsibility has occurred with respect to a Plan, Plan which has subjected or would be is reasonably likely expected to subject the Borrower or any of its Subsidiaries or any ERISA Affiliate to any liability under Sections 406, 409, 502(i), or 502(1502(l) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which the Borrower or any of its Subsidiaries or any ERISA Affiliate has agreed or is required to indemnify any person against any such liability. (fe) The present value (determined using actuarial and other assumptions that are reasonable with respect to the benefits provided and the employees participating) of the liability of the Borrower and its Subsidiaries and each ERISA Affiliate for post-retirement welfare benefits to be provided to their current and former employees under Plans that which are welfare benefit plans (as defined in Section 3(1) of ERISA), net of all assets under all such Plans allocable to such benefits, are reflected on the financial statements referenced in Section 7.1 Financial Statements in accordance with FASB 106. (gf) Each Plan that which is a welfare plan (as defined in Section 3(1) of ERISA) to which Sections 601-609 of ERISA and Section 4980B of the Code apply has been administered in material compliance in all material respects with such sections.

ERISA. Except as would not result or be reasonably expected to result in a Material Adverse Effect: (a) During the five-year period prior to the date on which this representation is made or deemed made (i) no Termination A Reportable Event has occurredor Reportable Events, and, to the best knowledge of the Borrower, no event or condition has occurred or exists as a result of which any Termination Event would be reasonably expected to occur, with respect to any Plan, (ii) no “accumulated funding deficiency,” as such term is defined in Section 302 of ERISA and Section 412 of the Code, whether or not waived, has occurred with respect to any Plan, (iii) each Plan has been maintained, operated, and funded in compliance with its own terms and in material compliance with the provisions of ERISA, the Code, and any other applicable federal or state laws, and (iv) no Lien in favor or the PBGC or a Plan has arisen failure to make a required installment or is reasonably likely to arise on account of any Plan. (b) No liability has been or is reasonably expected by the Borrower to be incurred under Sections 4062, 4063 or 4064 of ERISA with respect to any Single Employer Plan by the Borrower or any of its Subsidiaries. (c) The actuarial present value of all “benefit liabilities” under each Single Employer Plan (determined within the meaning of Section 401(a)(2) of the Code, utilizing the actuarial assumptions used to fund such Plans), whether or not vested, did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the current value of the assets of such Plan allocable to such accrued liabilities, except as disclosed in the Borrower’s financial statements. (d) Neither the Borrower nor any ERISA Affiliate has incurred, or, to the best knowledge of the Borrower, is reasonably expected to incur, any withdrawal liability under ERISA to any Multiemployer Plan or Multiple Employer Plan. Neither the Borrower nor any ERISA Affiliate has received any notification that any Multiemployer Plan is in reorganization other payment (within the meaning of Section 4241 412(n)(l) of ERISAthe Code), is insolvent shall have occurred with respect to any Plan or Plans that would reasonably be expected to result in liability of Borrower to the PBGC or to a Plan in each case in an aggregate amount exceeding $7,500,000 and the Agent shall have notified Borrower in writing that (within x) the meaning Majority Lenders have made a determination that, on the basis of Section 4245 such Reportable Event or Reportable Events or such failure to make a required payment, there are reasonable grounds (A) for the termination of ERISAsuch Plan or Plans by the PBGC, (B) for the appointment by the appropriate United States District Court of a trustee to administer such Plan or Plans or (C) for the imposition of a lien in favor of a Plan and (y) as a result thereof an Event of Default exists hereunder; or a Termination Event shall have occurred; or (ii) The Borrower or any ERISA Affiliate shall have been notified by the sponsor of a Multiemployer Plan that it has incurred Withdrawal Liability to such Multiemployer Plan and the amount of the Withdrawal Liability specified in such notice, when aggregated with all other Withdrawal Liabilities (determined as of the date or dates of such notification), exceeds $7,500,000; or (iii) Borrower or has any ERISA Affiliate shall have been terminated (notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA), and no Multiemployer Plan is, to if solely as a result of such reorganization or termination the best knowledge aggregate annual contributions of the Borrower, reasonably expected to be in reorganization, insolvent, or terminated. (e) No prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) or breach of fiduciary responsibility has occurred with respect to a Plan, which has subjected or would be reasonably likely to subject the Borrower or any ERISA Affiliate to any liability under Sections 406, 409, 502(i), or 502(1) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which the Borrower or any ERISA Affiliate has agreed or is required to indemnify any person against any such liability. (f) The present value (determined using actuarial and other assumptions that are reasonable with respect to the benefits provided and the employees participating) of the liability of the Borrower and each its ERISA Affiliate for post-retirement welfare benefits Affiliates to be provided to their current and former employees under all Multiemployer Plans that are welfare benefit plans (as defined then in Section 3(1) of ERISA), net of all assets under all such Plans allocable reorganization or have been or are being terminated have been or will be increased over the amounts required to be contributed to such benefits, are reflected on the financial statements referenced in Section 7.1 in accordance with FASB 106. (g) Each Plan that is a welfare Multiemployer Plans for their most recently completed plan (as defined in Section 3(1) of ERISA) to which Sections 601-609 of ERISA and Section 4980B of the Code apply has been administered in compliance in all material respects with such sections.years by an amount exceeding $7,500,000; or

ERISA. Except as would not result (a) 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 reasonably expected to result in a Material Adverse Effect: (a) During the five-year period prior to the date on which this representation is made or deemed made (i) no Termination Event has occurred, and, to the best knowledge of the Borrower, no event or condition has occurred or exists . Except as a result of which any Termination Event would could not reasonably be reasonably expected to occurresult in a Material Adverse Effect, with respect to any each Plan, (ii) no the “accumulated funding deficiencytarget,” as such term is defined in Section 302 of ERISA and Section 412 430(d)(1) of the Code, whether or not waived, has occurred with respect to any such Plan, (iiidoes not exceed the fair market value of all such Plan’s assets, as determined pursuant to Section 430(g) each Plan has been maintained, operated, and funded in compliance with its own terms and in material compliance with the provisions of ERISA, the Code, and any other applicable federal or state laws, and (ivall determined as of the then-most recent valuation date for such Plan using the actuarial assumptions used to determine the Plan’s “funding target attainment” percentage as defined in Section 430(d) no Lien in favor or of the PBGC or a Plan has arisen or is reasonably likely to arise on account of any PlanCode. (b) No liability has been Loan Party holds or will hold Plan Assets or “plan assets” of any governmental plan that is reasonably expected by the Borrower subject to be incurred under Sections 4062, 4063 laws or 4064 regulations similar to Section 406 of ERISA with respect to any Single Employer Plan by or 4975 of the Borrower Code (“Similar Law”). None of the transactions contemplated under the Loan Documents constitutes or will result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or any violation of its Subsidiariesapplicable Similar Law. (c) The actuarial Except as could not reasonably be expected to result in a Material Adverse Effect, (i) each Foreign Pension Plan has been maintained in compliance with its terms and with the requirements of any and all applicable laws, statutes, rules, regulations and orders and has been maintained, where required, in good standing with applicable regulatory authorities; (ii) all contributions required to be made with respect to a Foreign Pension Plan have been timely made; (iii) neither the Borrower nor any of its Subsidiaries has incurred any obligation in connection with the termination of, or withdrawal from, any Foreign Pension Plan; and (iv) the present value of all “the accrued benefit liabilities” under each Single Employer Plan liabilities (determined within the meaning of Section 401(a)(2) of the Code, utilizing the actuarial assumptions used to fund such Plans), whether or not vested) under each Foreign Pension Plan, did not, determined as of the last annual valuation date prior to end of the date Borrower’s most recently ended fiscal year on the basis of actuarial assumptions, each of which this representation is made or deemed madereasonable, did not exceed the current value of the assets of such Foreign Pension Plan allocable to such accrued benefit liabilities, except as disclosed in the Borrower’s financial statements. (d) Neither the Borrower nor any ERISA Affiliate has incurred, or, to the best knowledge of the Borrower, is reasonably expected to incur, any withdrawal liability under ERISA to any Multiemployer Plan or Multiple Employer Plan. Neither the Borrower nor any ERISA Affiliate has received any notification that any Multiemployer Plan is in reorganization (within the meaning of Section 4241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA), or has been terminated (within the meaning of Title IV of ERISA), and no Multiemployer Plan is, to the best knowledge of the Borrower, reasonably expected to be in reorganization, insolvent, or terminated. (e) No prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) or breach of fiduciary responsibility has occurred with respect to a Plan, which has subjected or would be reasonably likely to subject the Borrower or any ERISA Affiliate to any liability under Sections 406, 409, 502(i), or 502(1) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which the Borrower or any ERISA Affiliate has agreed or is required to indemnify any person against any such liability. (f) The present value (determined using actuarial and other assumptions that are reasonable with respect to the benefits provided and the employees participating) of the liability of the Borrower and each ERISA Affiliate for post-retirement welfare benefits to be provided to their current and former employees under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA), net of all assets under all such Plans allocable to such benefits, are reflected on the financial statements referenced in Section 7.1 in accordance with FASB 106. (g) Each Plan that is a welfare plan (as defined in Section 3(1) of ERISA) to which Sections 601-609 of ERISA and Section 4980B of the Code apply has been administered in compliance in all material respects with such sections.

ERISA. Except as would not result or be reasonably expected to result disclosed and described in a Material Adverse EffectSchedule 6.12 attached hereto: (a) During the five-year period prior to the date on which this representation is made or deemed made made: (i) no Termination ERISA Event has occurred, and, to the best knowledge of the BorrowerExecutive Officers of the Credit Parties, no event or condition has occurred or exists as a result of which any Termination ERISA Event would could reasonably be reasonably expected to occur, with respect to any Plan, ; (ii) no “accumulated funding deficiency,” as such term is defined in Section 302 of ERISA and Section 412 of the Code, whether or not waived, has occurred with respect to any Plan, ; (iii) each Plan has been maintained, operated, and funded in compliance with its own terms and in material compliance with the provisions of ERISA, the Code, and any other applicable federal Federal or state laws, ; and (iv) no Lien lien in favor or of the PBGC or a Plan has arisen or is reasonably likely to arise on account of any Plan. (b) No liability has been or is reasonably expected by the Borrower to be incurred under Sections 4062, 4063 or 4064 of ERISA with respect to any Single Employer Plan by the Borrower or any of its Subsidiaries. (c) The actuarial present value of all “benefit liabilities” under each Single Employer Plan (determined within the meaning of as defined in Section 401(a)(24001(a)(16) of the Code, utilizing the actuarial assumptions used to fund such PlansERISA), whether or not vested, did notunder each Single Employer Plan, as of the last annual valuation date prior to the date on which this representation is made or deemed mademade (determined, in each case, in accordance with Financial Accounting Standards Board Statement 87, utilizing the actuarial assumptions used in such Plan’s most recent actuarial valuation report), did not exceed as of such valuation date the current fair market value of the assets of such Plan allocable to such accrued liabilities, except as disclosed in the Borrower’s financial statementsPlan. (dc) Neither the Borrower any Consolidated Party nor any ERISA Affiliate has incurred, or, to the best knowledge of the BorrowerExecutive Officers of the Credit Parties, is could be reasonably expected to incur, any withdrawal liability under ERISA to any Multiemployer Plan or Multiple Employer Plan. Neither any Consolidated Party nor any ERISA Affiliate would become subject to any withdrawal liability under ERISA if any Consolidated Party or any ERISA Affiliate were to withdraw completely from all Multiemployer Plans and Multiple Employer Plans as of the Borrower valuation date most closely preceding the date on which this representation is made or deemed made. Neither any Consolidated Party nor any ERISA Affiliate has received any notification that any Multiemployer Plan is in reorganization (within the meaning of Section 4241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA), or has been terminated (within the meaning of Title IV of ERISA), and no Multiemployer Plan is, to the best knowledge of the BorrowerExecutive Officers of the Credit Parties, reasonably expected to be in reorganization, insolvent, or terminated. (ed) No prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) or breach of fiduciary responsibility has occurred with respect to a Plan, Plan which has subjected or would be reasonably likely to may subject the Borrower any Consolidated Party or any ERISA Affiliate to any liability under Sections 406, 409, 502(i), or 502(1502(l) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which the Borrower any Consolidated Party or any ERISA Affiliate has agreed or is required to indemnify any person Person against any such liability. (fe) The present value (determined using actuarial and other assumptions that are reasonable Neither any Consolidated Party nor any ERISA Affiliates has any material liability with respect to the benefits provided and the employees participating) of the liability of the Borrower and each ERISA Affiliate for “expected post-retirement welfare benefits to be provided to their current and former employees under Plans that are welfare benefit plans (as defined in Section 3(1) obligations” within the meaning of ERISA), net of all assets under all such Plans allocable to such benefits, are reflected on the financial statements referenced in Section 7.1 in accordance with FASB Financial Accounting Standards Board Statement 106. (g) . Each Plan that which is a welfare plan (as defined in Section 3(1) of ERISA) to which Sections 601-609 of ERISA and Section 4980B of the Code apply has been administered in compliance in all material respects with of such sections. (f) Neither the execution and delivery of this Credit Agreement nor the consummation of the financing transactions contemplated thereunder will involve any transaction which is subject to the prohibitions of Sections 404, 406 or 407 of ERISA or in connection with which a tax could be imposed pursuant to Section 4975 of the Code. The representation by the Credit Parties in the preceding sentence is made in reliance upon and subject to the accuracy of the Lenders’ representation in Section 11.15 with respect to their source of funds and is subject, in the event that the source of the funds used by the Lenders in connection with this transaction is an insurance company’s general asset account, to the application of Prohibited Transaction Class Exemption 95-60, 60 Fed. Reg. 35,925 (1995), compliance with the regulations issued under Section 401(c)(1)(A) of ERISA, or the issuance of any other prohibited transaction exemption or similar relief, to the effect that assets in an insurance company’s general asset account do not constitute assets of an “employee benefit plan” within the meaning of Section 3(3) of ERISA or a “plan” within the meaning of Section 4975(e)(1) of the Code.

ERISA. Except as would not result or be reasonably expected to result in a Material Adverse Effect: (a) During the five-year period prior to the date on which this representation is made or deemed made made: (i) no Termination Event has occurred, and, to the best knowledge of the BorrowerCredit Parties, no event or condition has occurred or exists as a result of which any Termination Event would could reasonably be reasonably expected to occur, with respect to any Plan, ; (ii) no “"accumulated funding deficiency,” " as such term is defined in Section 302 of ERISA and Section 412 of the Code, whether or not waived, has occurred with respect to any Plan, ; (iii) each Plan has been maintained, operated, and funded in compliance with its own terms and in material compliance with the provisions of ERISA, the Code, and any other applicable federal or state laws, ; and (iv) no Lien lien in favor or the PBGC or a Plan has arisen or is reasonably likely to arise on account of any Plan. (b) No liability has been or is reasonably expected by the Borrower to be incurred under Sections 4062, 4063 or 4064 of ERISA with respect to any Single Employer Plan by the Borrower or any of its Subsidiaries. (c) The actuarial present value of all “"benefit liabilities” " under each Single Employer Plan (determined within the meaning of Section 401(a)(2) of the Code, utilizing the actuarial assumptions used to fund such Plans), whether or not vested, did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the current value of the assets of such Plan allocable to such accrued liabilities, except as disclosed in the Borrower’s financial statements. (dc) Neither the Borrower Borrower, nor any of its Subsidiaries nor any ERISA Affiliate has incurred, or, to the best knowledge of the BorrowerCredit Parties, is are reasonably expected to incur, any withdrawal liability under ERISA to any Multiemployer Plan or Multiple Employer Plan. Neither the Borrower Borrower, any of its Subsidiaries nor any ERISA Affiliate has received any notification that any Multiemployer Plan is in reorganization (within the meaning of Section 4241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA), or has been terminated (within the meaning of Title IV of ERISA), and no Multiemployer Plan is, to the best knowledge of the BorrowerCredit Parties, reasonably expected to be in reorganization, insolvent, or terminated. (ed) No prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) or breach of fiduciary responsibility has occurred with respect to a Plan, Plan which has subjected or would be is reasonably likely to subject the Borrower or any of its Subsidiaries or any ERISA Affiliate to any liability under Sections 406, 409, 502(i), or 502(1502(l) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which the Borrower or any of its Subsidiaries or any ERISA Affiliate has agreed or is required to indemnify any person against any such liability. (fe) The present value (determined using actuarial and other assumptions that which are reasonable with respect to the benefits provided and the employees participating) of the liability of the Borrower and its Subsidiaries and each ERISA Affiliate for post-retirement welfare benefits to be provided to their current and former employees under Plans that which are welfare benefit plans (as defined in Section 3(1) of ERISA), net of all assets under all such Plans allocable to such benefits, are reflected on the financial statements referenced in Section 7.1 Financial Statements in accordance with FASB 106. (gf) Each Plan that which is a welfare plan (as defined in Section 3(1) of ERISA) to which Sections 601-609 of ERISA and Section 4980B of the Code apply has been administered in compliance in all material respects with such sections.

ERISA. Except as would not result or be reasonably expected likely to result in a Material Adverse Effect: (a) During the five-year period prior to the date on which this representation is made or deemed made made: (i) no Termination Event has occurred, and, to the best knowledge of the Borrower, no event or condition has occurred or exists as a result of which any Termination Event would be reasonably expected likely to occur, with respect to any Plan, ; (ii) no “"accumulated funding deficiency,” " as such term is defined in Section 302 of ERISA and Section 412 of the Code, whether or not waived, has occurred with respect to any Plan, ; (iii) each Plan has been maintained, operated, and funded in compliance with its own terms and in material compliance with the provisions of ERISA, the Code, and any other applicable federal or state laws, ; and (iv) no Lien in favor or the PBGC or a Plan has arisen or is reasonably likely to arise on account of any Plan. (b) No liability has been or is reasonably expected by the Borrower to be incurred under Sections 4062, 4063 or 4064 of ERISA with respect to any Single Employer Plan by the Borrower or any of its Subsidiaries. (c) The actuarial present value of all “Except as disclosed in the Borrower's financial statements in accordance with FASB 87, the accumulated benefit liabilities” obligation under each Single Employer Plan (determined within the meaning of Section 401(a)(2) of the Code, utilizing the actuarial assumptions used to fund such Plansfor purposes of FASB 87), whether or not vested, did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the current value of the assets of such Plan allocable to such accrued liabilities, except as disclosed in the Borrower’s financial statementsobligation. (d) Neither the Borrower nor any ERISA Affiliate has incurred, or, to the best knowledge of the Borrower, is reasonably expected likely to incur, any withdrawal liability under ERISA to any Multiemployer Plan or Multiple Employer Plan. Neither the Borrower nor any ERISA Affiliate has received any notification that any Multiemployer Plan is in reorganization (within the meaning of Section 4241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA), or has been terminated (within the meaning of Title IV of ERISA), and no Multiemployer Plan is, to the best knowledge of the Borrower, reasonably expected likely to be in reorganization, insolvent, or terminated. (e) No prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) or breach of fiduciary responsibility has occurred with respect to a Plan, Plan which has subjected or would be reasonably likely to subject the Borrower or any ERISA Affiliate to any liability under Sections 406, 409, 502(i), or 502(1) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which the Borrower or any ERISA Affiliate has agreed or is required to indemnify any person against any such liability. (f) The present value (determined using actuarial and other assumptions that which are reasonable with respect to the benefits provided and the employees participating) of the liability of the Borrower and each ERISA Affiliate for post-retirement welfare benefits to be provided to their current and former employees under Plans that which are welfare benefit plans (as defined in Section 3(1) of ERISA), net of all assets under all such Plans allocable to such benefits, are reflected on the financial statements referenced in Section 7.1 in accordance with FASB 106. (g) Each Plan that which is a welfare plan (as defined in Section 3(1) of ERISA) to which Sections 601-609 of ERISA and Section 4980B of the Code apply has been administered in compliance in all material respects with such sections.

ERISA. Except as would not result or be reasonably expected to result in a Material Adverse Effect: (a) During To the five-year period prior to the date on which this representation is made or deemed made (i) no Termination Event has occurred, and, to the best knowledge of the Borrower, no event or condition has occurred or exists as a result of which any Termination Event would be reasonably expected to occur, with respect to any Plan, (ii) no “accumulated funding deficiency,” as such term is defined in Section 302 of ERISA and Section 412 of the Code, whether or not waived, has occurred with respect to any Plan, (iii) each Plan has been maintained, operated, and funded in compliance with its own terms and in material compliance with the provisions of ERISA, the Code, and any other applicable federal or state laws, and (iv) no Lien in favor or the PBGC or a Plan has arisen or is reasonably likely to arise on account of any Plan. (b) No liability has been or is reasonably expected by the Borrower to be incurred under Sections 4062, 4063 or 4064 of ERISA with respect to any Single Employer Plan by the Borrower or any of its Subsidiaries. (c) The actuarial present value of all “benefit liabilities” under each Single Employer Plan (determined within the meaning of Section 401(a)(2) of the Code, utilizing the actuarial assumptions used to fund such Plans), whether or not vested, did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the current value of the assets of such Plan allocable to such accrued liabilities, except as disclosed in the Borrower’s financial statements. (d) Neither the Borrower nor any ERISA Affiliate has incurred, or, to the best knowledge of the Borrower, is reasonably expected to incur, any withdrawal liability under ERISA to any Multiemployer Plan or Multiple Employer Plan. Neither the Borrower nor any ERISA Affiliate has received any notification that any Multiemployer eachEach Plan is in reorganization (within the meaning of Section 4241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA), or has been terminated (within the meaning of Title IV of ERISA), and no Multiemployer Plan is, to the best knowledge of the Borrower, reasonably expected to be in reorganization, insolvent, or terminated. (e) No prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) or breach of fiduciary responsibility has occurred with respect to a Plan, which has subjected or would be reasonably likely to subject the Borrower or any ERISA Affiliate to any liability under Sections 406, 409, 502(i), or 502(1) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which the Borrower or any ERISA Affiliate has agreed or is required to indemnify any person against any such liability. (f) The present value (determined using actuarial and other assumptions that are reasonable with respect to the benefits provided and the employees participating) of the liability of the Borrower and each ERISA Affiliate for post-retirement welfare benefits to be provided to their current and former employees under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA), net of all assets under all such Plans allocable to such benefits, are reflected on the financial statements referenced in Section 7.1 in accordance with FASB 106. (g) Each Plan that is a welfare plan (as defined in Section 3(1) of ERISA) to which Sections 601-609 of ERISA and Section 4980B of the Code apply has been administered in compliance in all material respects with its terms and all applicable provisions of ERISA. No Prohibited Transaction has occurred with respect to any Plan that could subject Borrower, any of its Subsidiaries, General Partner or any ERISA Affiliate to a tax or penalty imposed under Section 4975 of the Code or Section 502(i) of ERISA in an amount that is in excess of Two Hundred Fifty Thousand Dollars ($250,000; except). Except as would not likely result in a Material Adverse Change, either individually or in the aggregate, (i) no Reportable Event has occurred with respect to any Plan within the last six (6) years; except as would not likely result in a Material Adverse Change,, (ii) no notice of intent to terminate a Plan has been filed nor has any Plan been terminated within the past five (5) years; except as would not likely result in a Material Adverse Change,, (iii) no Multiemployer Plan has been determined to be in “endangered status” or “critical status”; except as would not likely result in a Material Adverse Change,, (iv) none of Borrower, its Subsidiaries, General Partner or ERISA Affiliate has partially or completely withdrawn from a Multiemployer Plan or incurred any liablityliability with respect to a Multiemployer Plan under Section 4201 of ERISA (or received notice under Section 4219 of ERISA of withdrawal liability with respect to Multiemployer Plan); except as would not likely result in a Material Adverse Change,, (v) there has been no filing of a notice of reorganization, insolvency or termination, or treatment of a plan amendment as termination, under 4041A of ERISA; to the knowledge of Borrower, there are no circumstances which constitute grounds under Section 4042 of ERISA entitling the PBGC to institute proceedings to terminate, or appoint a trustee to administer, a Plan, nor has the PBGC instituted any such sectionsproceedings; except as would not likely result in a Material Adverse Change,, (vi) Borrower, its Subsidiaries, General Partner and the ERISA Affiliates have met the minimum funding requirements of Section 412 of the Code and Section 302 of ERISA of each with respect to the Plans of each and except as disclosed in the most recent General Partner’s Consolidated Financial Statements there was no Unfunded Current Liability with respect to any Plan established or maintained by each as of the last day of the most recent plan year of each Plan; and except as would not likely result in a Material Adverse Change,(vii) Borrower, its Subsidiaries, General Partner and the ERISA Affiliates have not incurred any liability to the PBGC under ERISA (other than for the payment of premiums under Section 4007 of ERISA) which is due and payable for more than 45 days and has not been reserved against. None of the assets of Borrower its Subsidiaries or General Partner under this Agreement constitute “plan assets” of any “employee benefit plan” within the meaning of ERISA or of any “plan” within the meaning of Section 4975(e)(1) of the Code, as interpreted by the IRS and the U.S. Department of Labor in rules, regulations, releases or bulletins or as interpreted under applicable case law.Benefit Plan.

ERISA. Except as would not result or be reasonably expected to result in a Material Adverse Effect: (a) During the five-year period prior to the date on which this representation is made or deemed made made: (i) no Termination Event has occurred, and, to the best knowledge of the Borrower's or any ERISA Affiliate's knowledge, no event or condition has occurred or exists as a result of which any Termination Event would could reasonably be reasonably expected to occur, with respect to any Plan, ; (ii) no “"accumulated funding deficiency,” " as such term is defined in Section 302 of ERISA and Section 412 of the Code, whether or not waived, has occurred with respect to any Plan, ; (iii) each Single Employer Plan and, to the best of the Borrower's or any ERISA Affiliate's knowledge, each Multiemployer Plan has been maintained, operated, and funded in compliance with its own terms and in material compliance with the provisions of ERISA, the Code, and any other applicable federal or state laws, ; and (iv) no Lien lien in favor or the PBGC or a Plan has arisen or is reasonably likely to arise on account of any Plan. (b) No liability has been or is reasonably expected by the Borrower to be incurred under Sections 4062, 4063 or 4064 of ERISA with respect to any Single Employer Plan by the Borrower or any of its Subsidiaries. (c) The actuarial present value of all “"benefit liabilities” " under each Single Employer Plan (determined within the meaning of Section 401(a)(2) of the Code, utilizing the actuarial assumptions used to fund such Plans), whether or not vested, did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the current value of the assets of such Plan allocable to such accrued liabilities, except as disclosed in the Borrower’s financial statements. (dc) Neither None of the Borrower nor Borrower, its Subsidiaries or any ERISA Affiliate has incurred, or, to the best knowledge of the Borrower's knowledge, is are reasonably expected to incur, any withdrawal liability under ERISA to any Multiemployer Plan or Multiple Employer Plan. Neither None of the Borrower nor Borrower, its Subsidiaries or any ERISA Affiliate has received any notification that any Multiemployer Plan is in reorganization (within the meaning of Section 4241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA), or has been terminated (within the meaning of Title IV of ERISA), and no Multiemployer Plan is, to the best knowledge of the Borrower's knowledge, reasonably expected to be in reorganization, insolvent, or terminated. (ed) No prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) or breach of fiduciary responsibility has occurred with respect to a Plan, Plan which has subjected or would be reasonably likely to may subject the Borrower Borrower, any of its Subsidiaries or any ERISA Affiliate to any liability under Sections 406, 409, 502(i), or 502(1502(l) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which the Borrower Borrower, any of its Subsidiaries or any ERISA Affiliate has agreed or is required to indemnify any person against any such liability. (f) The present value (determined using actuarial and other assumptions that are reasonable with respect to the benefits provided and the employees participating) of the liability of the Borrower and each ERISA Affiliate for post-retirement welfare benefits to be provided to their current and former employees under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA), net of all assets under all such Plans allocable to such benefits, are reflected on the financial statements referenced in Section 7.1 in accordance with FASB 106. (g) Each Plan that is a welfare plan (as defined in Section 3(1) of ERISA) to which Sections 601-609 of ERISA and Section 4980B of the Code apply has been administered in compliance in all material respects with such sections.

ERISA. Except as would not result (a) 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 reasonably expected to result in a Material Adverse Effect: (a) During . Except as, either individually or in the five-year period prior aggregate, has not had, and could not reasonably be expected to the date on which this representation is made or deemed made have, a Material Adverse Effect, each Original Loan Party and its Subsidiaries and their ERISA Affiliates (i) no Termination Event has occurred, and, to have fulfilled their respective obligations under the best knowledge minimum funding standards of ERISA and the Borrower, no event or condition has occurred or exists as a result of which any Termination Event would be reasonably expected to occur, Code with respect to any Plan, (ii) no “accumulated funding deficiency,” as such term is defined each Plan and are in Section 302 compliance with the applicable provisions of ERISA and Section 412 of the Code, whether or not waived, has occurred with respect to any Plan, (iii) each Plan has been maintained, operated, and funded in compliance with its own terms and in material compliance with the provisions of ERISA, the Code, and (ii) have not incurred any other applicable federal or state laws, and (iv) no Lien in favor or liability to the PBGC or a any Plan has arisen or is reasonably likely Multiemployer Plan (other than to arise on account make contributions in the ordinary course of any Planbusiness). (b) No liability Except as, either individually or in the aggregate, has not had, and would not reasonably be expected to have, a Material Adverse Effect, (i) each Foreign Pension Plan has been or is reasonably expected by maintained in compliance with its terms and with the Borrower requirements of any and all applicable laws, statutes, rules, regulations and orders and has been maintained, where required, in good standing with applicable regulatory authorities, (ii) all contributions required to be incurred under Sections 4062, 4063 or 4064 of ERISA made with respect to a Foreign Pension Plan have been timely made, (iii) neither any Single Employer Plan by the Borrower or Original Loan Party nor any of its Subsidiaries. Subsidiaries has incurred any obligation in connection with the termination of, or withdrawal from, any Foreign Pension Plan and (civ) The actuarial the present value of all “the accrued benefit liabilities” under each Single Employer Plan liabilities (determined within the meaning of Section 401(a)(2) of the Code, utilizing the actuarial assumptions used to fund such Plans), whether or not vested) under each Foreign Pension Plan that is required to be funded, did not, determined as of the last annual valuation date prior to end of such Original Loan Party’s most recently ended fiscal year on the date on basis of actuarial assumptions, each of which this representation is made or deemed madereasonable, did not exceed the current value of the assets of such Foreign Pension Plan allocable to such accrued benefit liabilities, except as disclosed in the Borrower’s financial statements. (d) Neither the Borrower nor any ERISA Affiliate has incurred, or, to the best knowledge of the Borrower, is reasonably expected to incur, any withdrawal liability under ERISA to any Multiemployer Plan or Multiple Employer Plan. Neither the Borrower nor any ERISA Affiliate has received any notification that any Multiemployer Plan is in reorganization (within the meaning of Section 4241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA), or has been terminated (within the meaning of Title IV of ERISA), and no Multiemployer Plan is, to the best knowledge of the Borrower, reasonably expected to be in reorganization, insolvent, or terminated. (e) No prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) or breach of fiduciary responsibility has occurred with respect to a Plan, which has subjected or would be reasonably likely to subject the Borrower or any ERISA Affiliate to any liability under Sections 406, 409, 502(i), or 502(1) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which the Borrower or any ERISA Affiliate has agreed or is required to indemnify any person against any such liability. (f) The present value (determined using actuarial and other assumptions that are reasonable with respect to the benefits provided and the employees participating) of the liability of the Borrower and each ERISA Affiliate for post-retirement welfare benefits to be provided to their current and former employees under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA), net of all assets under all such Plans allocable to such benefits, are reflected on the financial statements referenced in Section 7.1 in accordance with FASB 106. (g) Each Plan that is a welfare plan (as defined in Section 3(1) of ERISA) to which Sections 601-609 of ERISA and Section 4980B of the Code apply has been administered in compliance in all material respects with such sections.

ERISA. Except as (a) Each Employee Plan (i) (other than a multiemployer plan) is in compliance in all material respects with the applicable provisions of ERISA, the Tax Code and other federal or state law, and (ii) has received a favorable determination letter from the IRS and to the best knowledge of Borrower, nothing has occurred which would cause the loss of such qualification. (b) Borrower has fulfilled its material obligations, if any, under the minimum funding standards of ERISA and the Tax Code with respect to each Employee Plan, and has not result incurred any liability with respect to any Employee Plan under Title IV of ERISA. (c) There is no Litigation (including by any Governmental Authority), and there has been no prohibited transaction or violation of the fiduciary responsibility rules, with respect to any Employee Plan which is or could reasonably be reasonably expected to result in be a Material Adverse Effect:Event. (ad) During the five-year period prior With respect to the date on which this representation is made or deemed made any Employee Plan subject to Title IV of ERISA: (i) no Termination Event reportable event has occurredoccurred under Section 4043(c) of ERISA for which the PBGC requires 30 day notice, (ii) no action by Borrower or any ERISA Affiliate to terminate or withdraw from any Employee Plan has been taken and no notice of intent to terminate a Employee Plan has been filed under Section 4041 of ERISA, and (iii) no termination proceeding has been commenced with respect to a Employee Plan under Section 4042 of ERISA, and, to the best knowledge of the Borrower, no event or condition has occurred or condition exists as a result of which any Termination Event would be reasonably expected to occur, with respect to any Plan, (ii) no “accumulated funding deficiency,” as such term is defined in Section 302 of ERISA and Section 412 of might constitute grounds for the Code, whether or not waived, has occurred with respect to any Plan, (iii) each Plan has been maintained, operated, and funded in compliance with its own terms and in material compliance with the provisions of ERISA, the Code, and any other applicable federal or state laws, and (iv) no Lien in favor or the PBGC or a Plan has arisen or is reasonably likely to arise on account of any Plan. (b) No liability has been or is reasonably expected by the Borrower to be incurred under Sections 4062, 4063 or 4064 of ERISA with respect to any Single Employer Plan by the Borrower or any of its Subsidiaries. (c) The actuarial present value of all “benefit liabilities” under each Single Employer Plan (determined within the meaning of Section 401(a)(2) of the Code, utilizing the actuarial assumptions used to fund such Plans), whether or not vested, did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the current value of the assets commencement of such Plan allocable to such accrued liabilities, except as disclosed in the Borrower’s financial statementsa proceeding. (d) Neither the Borrower nor any ERISA Affiliate has incurred, or, to the best knowledge of the Borrower, is reasonably expected to incur, any withdrawal liability under ERISA to any Multiemployer Plan or Multiple Employer Plan. Neither the Borrower nor any ERISA Affiliate has received any notification that any Multiemployer Plan is in reorganization (within the meaning of Section 4241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA), or has been terminated (within the meaning of Title IV of ERISA), and no Multiemployer Plan is, to the best knowledge of the Borrower, reasonably expected to be in reorganization, insolvent, or terminated. (e) No prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) or breach of fiduciary responsibility has occurred with respect to a Plan, which has subjected or would be reasonably likely to subject the Borrower or any ERISA Affiliate to any liability under Sections 406, 409, 502(i), or 502(1) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which the Borrower or any ERISA Affiliate has agreed or is required to indemnify any person against any such liability. (f) The present value (determined using actuarial and other assumptions that are reasonable with respect to the benefits provided and the employees participating) of the liability of the Borrower and each ERISA Affiliate for post-retirement welfare benefits to be provided to their current and former employees under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA), net of all assets under all such Plans allocable to such benefits, are reflected on the financial statements referenced in Section 7.1 in accordance with FASB 106. (g) Each Plan that is a welfare plan (as defined in Section 3(1) of ERISA) to which Sections 601-609 of ERISA and Section 4980B of the Code apply has been administered in compliance in all material respects with such sections.

ERISA. Except as would not result have or be reasonably expected to result in have a Material Adverse Effect: (a) During the five-year period prior to the date on which this representation is made or deemed made made: (i) no Termination Event has occurred, and, to the best knowledge of the BorrowerCredit Parties, no event or condition has occurred or exists as a result of which any Termination Event would could reasonably be reasonably expected to occur, with respect to any Plan, ; (ii) no “"accumulated funding deficiency,” " as such term is defined in Section 302 of ERISA and Section 412 of the Code, whether or not waived, has occurred with respect to any Plan, ; (iii) each Plan has been maintained, operated, and funded in compliance with its own terms and in material compliance with the provisions of ERISA, the Code, and any other applicable federal or state laws, ; and (iv) no Lien lien in favor or of the PBGC or a Plan has arisen or is reasonably likely to arise on account of any Plan. (b) No liability has been or is reasonably expected by the Borrower to be incurred under Sections 4062, 4063 or 4064 of ERISA with respect to any Single Employer Plan by the Borrower or any of its Subsidiaries. (c) The actuarial present value of all “"benefit liabilities” " (within the meaning of Section 4001 of ERISA) under each Single Employer Plan (determined within the meaning of Section 401(a)(2) of the Code, utilizing the actuarial assumptions used to fund such Plans), whether or not vested, did not, as of the last annual valuation date prior to the date on which this representation is made or deemed 50 56 made, exceed the fair market current value as of such date of the assets of such Plan allocable to such accrued liabilities, except as disclosed in the Borrower’s financial statements. (dc) Neither the Borrower Borrower, nor any of its Subsidiaries, nor any ERISA Affiliate has incurred, or, to the best knowledge of the Borrowersuch parties, is are reasonably expected to incur, any withdrawal liability under ERISA to any Multiemployer Plan or Multiple Employer Plan. Neither the Borrower Borrower, nor any of its Subsidiaries, nor any ERISA Affiliate has received any notification pursuant to ERISA that any Multiemployer Plan is in reorganization (within the meaning of Section 4241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA), or has been terminated (within the meaning of Title IV of ERISA), and no Multiemployer Plan isand, to the best knowledge of the Borrowersuch parties, no Multiemployer Plan is reasonably expected to be in reorganization, insolvent, or terminated. (ed) No nonexempt prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) or breach of fiduciary responsibility has occurred with respect to a Plan, Plan which has subjected or would be is reasonably likely expected to subject the Borrower or any of its Subsidiaries or any ERISA Affiliate to any liability under Sections 406, 409, 502(i), or 502(1502(l) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which the Borrower or any of its Subsidiaries or any ERISA Affiliate has agreed or is required to indemnify any person against any such liability. (fe) The present value (determined using actuarial and other assumptions that are reasonable with respect to the benefits provided and the employees participating) of the liability of the Borrower and its Subsidiaries and each ERISA Affiliate for post-retirement welfare benefits to be provided to their current and former employees under Plans that which are welfare benefit plans (as defined in Section 3(1) of ERISA), net of all assets under all such Plans allocable to such benefits, are reflected on the financial statements referenced in Section 7.1 Financial Statements in accordance with FASB 106. (gf) Each Plan that which is a welfare plan (as defined in Section 3(1) of ERISA) to which Sections 601-609 of ERISA and Section 4980B of the Code apply has been administered in material compliance in all material respects with such sections.

ERISA. Except as would not result or reasonably be reasonably expected to result in have a Material Adverse Effect: (a) During the five-five (5) year period prior to the date on which this representation is made or deemed made made: (i) no Termination ERISA Event has occurred, and, to the best knowledge of the BorrowerBorrowers and the Guarantors, no event or condition has occurred or exists as a result of which any Termination ERISA Event would could reasonably be reasonably expected to occur, with respect to any Plan, ; (ii) no “"accumulated funding deficiency,” " as such term is defined in Section 302 of ERISA and Section 412 of the Internal Revenue Code, whether or not waived, has occurred with respect to any Plan, ; (iii) each Plan has been maintained, operated, and funded in compliance with its own terms and in material compliance with the provisions of ERISA, the Internal Revenue Code, and any other applicable federal or state laws, ; and (iv) no Lien lien in favor or of the PBGC or a Plan has arisen or is reasonably likely to arise on account of any Plan. (b) No liability has been or is reasonably expected by the Borrower to be incurred under Sections 4062, 4063 or 4064 of ERISA with respect to any Single Employer Plan by the Borrower or any of its Subsidiaries. (c) The actuarial present value of all “"benefit liabilities” under each Single Employer Plan " (determined within the meaning of as defined in Section 401(a)(24001(a)(16) of the Code, utilizing the actuarial assumptions used to fund such PlansERISA), whether or not vested, did notunder each Single Employer Plan, as of the last annual valuation date prior to the date on which this representation is made or deemed mademade (determined, in each case, in accordance with Financial Accounting Standards Board Statement 87, utilizing the actuarial assumptions used in such Plan's most recent actuarial valuation report), did not exceed as of such valuation date the current fair market value of the assets of such Plan allocable to such accrued liabilities, except as disclosed in the Borrower’s financial statementsPlan. (dc) Neither No member of the Borrower nor any ERISA Affiliate Consolidated Group has incurred, or, to the best knowledge of the BorrowerBorrowers and the Guarantors, is could be reasonably expected to incur, any withdrawal liability under ERISA to any Multiemployer Plan or Multiple Employer Plan. Neither No member of the Borrower nor Consolidated Group would become subject to withdrawal liability under ERISA if any ERISA Affiliate member of the Consolidated Group were to withdraw completely from all Multiemployer Plans and Multiple Employer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. No member of the Consolidated Group has received any notification that any Multiemployer Plan is in reorganization (within the meaning of Section 4241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA), or has been terminated (within the meaning of Title IV of ERISA), and no Multiemployer Plan is, to the best knowledge of the BorrowerBorrowers and the Guarantors, reasonably expected to be in reorganization, insolvent, or terminated. (ed) No prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Internal Revenue Code) or breach of fiduciary responsibility has occurred with respect to a Plan, Plan which has subjected or would be reasonably likely may subject any member of the Consolidated Group to subject the Borrower or any ERISA Affiliate to any liability under Sections 406, 409, 502(i), or 502(1502(l) of ERISA or Section 4975 of the Internal Revenue Code, or under any agreement or other instrument pursuant to which any member of the Borrower or any ERISA Affiliate Consolidated Group has agreed or is required to indemnify any person Person against any such liability. (fe) The present value (determined using actuarial and other assumptions that are reasonable No member of the Consolidated Group has liability with respect to the benefits provided and the employees participating) of the liability of the Borrower and each ERISA Affiliate for "expected post-retirement welfare benefits to be provided to their current and former employees under Plans that are welfare benefit plans (as defined in Section 3(1) obligations" within the meaning of ERISA), net of all assets under all such Plans allocable to such benefits, are reflected on the financial statements referenced in Section 7.1 in accordance with FASB Financial Accounting Standards Board Statement 106. (g) . Each Plan that which is a welfare plan (as defined in Section 3(1) of ERISA) to which Sections 601-609 of ERISA and Section 4980B of the Internal Revenue Code apply has been administered in compliance in all material respects with of such sections. (f) Neither the execution and delivery of this Credit Agreement nor the consummation of the financing transactions contemplated thereunder will involve any transaction which is subject to the prohibitions of Sections 404, 406, or 407 of ERISA by reason of the identity of any member of the Consolidated Group or in connection with which a tax could be imposed on any member of the Consolidated Group pursuant to Section 4975 of the Internal Revenue Code. (g) No ERISA Affiliate that is not a member of the Consolidated Group has incurred, or to the best knowledge of the Borrowers and the Guarantors, could reasonably be expected to incur, any liability under ERISA, the Internal Revenue Code or otherwise in relation to any ERISA Affiliate Plan that would have a Material Adverse Effect.

ERISA. Except as would not result or be reasonably expected to result in a Material Adverse Effect: (a) During the five-year period prior to each date as of which this representation is made, or deemed made, with respect to any Plan (or, with respect to (vi) or (viii) below, as of the date on which this such representation is made or deemed made made), none of the following events or conditions, either individually or in the aggregate, has resulted or is reasonably likely to result in a Material Adverse Effect: (i) no Termination Event has occurred, and, to the best knowledge of the Borrower, no event or condition has occurred or exists as a result of which any Termination Event would be reasonably expected to occur, Reportable Event; (ii) with respect to any Plan, any failure to satisfy minimum funding standards (ii) no “accumulated funding deficiency,” as such term is defined in within the meaning of Section 412 or 430 of the Code or Section 302 or 303 of ERISA and Section 412 of the CodeERISA), whether or not waived, has occurred with respect to any Plan, ; (iii) each Plan has been maintained, operated, and funded in compliance with its own terms and in material compliance any noncompliance with the applicable provisions of ERISA, ERISA or the Code, and any other applicable federal or state laws, and ; (iv) no a termination of a Single Employer Plan (other than a standard termination pursuant to Section 4041(b) of ERISA); (v) a Lien on the property of the Parent Borrower or its Restricted Subsidiaries in favor or of the PBGC or a Plan has arisen or is reasonably likely to arise on account of Plan; (vi) any Plan. (b) No liability has been or is reasonably expected by the Borrower to be incurred under Sections 4062, 4063 or 4064 of ERISA Underfunding with respect to any Single Employer Plan; (vii) a complete or partial withdrawal from any Multiemployer Plan by the Parent Borrower or any of its Subsidiaries. Commonly Controlled Entity; (cviii) The actuarial present value of all “benefit liabilities” under each Single Employer Plan (determined within the meaning of Section 401(a)(2) any liability of the Code, utilizing Parent Borrower or any Commonly Controlled Entity under ERISA if the actuarial assumptions used Parent Borrower or any such Commonly Controlled Entity were to fund such Plans), whether or not vested, did not, withdraw completely from all Multiemployer Plans as of the last annual valuation date prior to most closely preceding the date on which this representation is made or deemed made, exceed ; (ix) the current value Reorganization or Insolvency of any Multiemployer Plan; or (x) any transactions that resulted or could reasonably be expected to result in any liability to the Parent Borrower or any Commonly Controlled Entity under Section 4069 of ERISA or Section 4212(c) of ERISA; provided that the representation made in clauses (ii) and (ix) of this subsection 5.12(a) with respect to a Multiemployer Plan is based on knowledge of the assets of such Plan allocable to such accrued liabilities, except as disclosed in the Parent Borrower’s financial statements. (db) Neither With respect to any Foreign Plan, none of the following events or conditions exists and is continuing that, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect: (i) substantial non-compliance with its terms and with the requirements of any and all applicable laws, statutes, rules, regulations and orders; (ii) failure to be maintained, where required, in good standing with applicable regulatory authorities; (iii) any obligation of the Parent Borrower nor or its Restricted Subsidiaries in connection with the termination or partial termination of, or withdrawal from, any ERISA Affiliate has incurredForeign Plan; (iv) any Lien on the property of the Parent Borrower or its Restricted Subsidiaries in favor of a Governmental Authority as a result of any action or inaction regarding a Foreign Plan; (v) for each Foreign Plan that is a funded or insured plan, orfailure to be funded or insured on an ongoing basis to the extent required by applicable non-U.S. law (using actuarial methods and assumptions which are consistent with the valuations last filed with the applicable Governmental Authorities); (vi) any facts that, to the best knowledge of the BorrowerParent Borrower or any of its Restricted Subsidiaries, is exist that would reasonably be expected to incur, give rise to a dispute and any withdrawal liability under ERISA to any Multiemployer Plan pending or Multiple Employer Plan. Neither the Borrower nor any ERISA Affiliate has received any notification that any Multiemployer Plan is in reorganization (within the meaning of Section 4241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA), or has been terminated (within the meaning of Title IV of ERISA), and no Multiemployer Plan isthreatened disputes that, to the best knowledge of the Borrower, reasonably expected to be in reorganization, insolvent, or terminated. (e) No prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) or breach of fiduciary responsibility has occurred with respect to a Plan, which has subjected or would be reasonably likely to subject the Parent Borrower or any ERISA Affiliate of its Restricted Subsidiaries, would reasonably be expected to any result in a material liability under Sections 406, 409, 502(i), or 502(1) of ERISA or Section 4975 of to the Code, or under any agreement or other instrument pursuant to which the Parent Borrower or any ERISA Affiliate has agreed or is required of its Restricted Subsidiaries concerning the assets of any Foreign Plan (other than individual claims for the payment of benefits); and (vii) failure to indemnify any person against any such liability. (f) The present value (determined using actuarial and other assumptions that are reasonable with respect make all contributions in a timely manner to the benefits provided and the employees participating) of the liability of the Borrower and each ERISA Affiliate for postextent required by applicable non-retirement welfare benefits to be provided to their current and former employees under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA), net of all assets under all such Plans allocable to such benefits, are reflected on the financial statements referenced in Section 7.1 in accordance with FASB 106U.S. law. (g) Each Plan that is a welfare plan (as defined in Section 3(1) of ERISA) to which Sections 601-609 of ERISA and Section 4980B of the Code apply has been administered in compliance in all material respects with such sections.

ERISA. Except as would not result or be (i) No ERISA Plan Termination Event has occurred nor is reasonably expected to result in occur with respect to any ERISA Plan which would materially adversely affect the financial condition, properties, prospects or operations of the Borrower and its Subsidiaries taken as a Material Adverse Effect: (a) During the five-year period prior whole, except as disclosed to the Lenders and consented to by the Majority Lenders in writing. Since the date on which this representation is made or deemed made of the most recent Schedule B (iActuarial Information) no Termination Event has occurred, and, to the best knowledge annual report of each such ERISA Plan (Form 5500 Series), there has been no material adverse change in the funding status of the BorrowerERISA Plans referred to therein, and no event or condition "prohibited transaction" (as defined in ERISA) has occurred with respect thereto that, singly or exists as a result of which any Termination Event in the aggregate with all other "prohibited transactions" and after giving effect to all likely consequences thereof, would be reasonably expected to occurhave a material adverse effect on the financial condition, properties, prospects or operations of the Borrower and its Subsidiaries taken as a whole. Neither the Borrower nor any of its ERISA Affiliates has incurred nor reasonably expects to incur any material withdrawal liability under ERISA to any ERISA Multiemployer Plan, except as disclosed to and consented by the Majority Lenders in writing. (ii) The Borrower and each member of the Controlled Group have fulfilled their obligations under the minimum funding standards of ERISA and the Code with respect to any Plan, (ii) no “accumulated funding deficiency,” as such term is defined each Plan and are in Section 302 compliance in all material respects with the applicable provisions of ERISA and Section 412 of the Code, whether and have not incurred any liability to the PBGC or not waived, a Plan under Title IV of ERISA; and no "prohibited transaction" or "reportable event" (as such terms are defined in ERISA) has occurred with respect to any Plan, (iii) each Plan has been maintained, operated, and funded in compliance with its own terms and in material compliance with the provisions of ERISA, the Code, and any other applicable federal or state laws, and (iv) no Lien in favor or the PBGC or a Plan has arisen or is reasonably likely to arise on account of any Plan. (b) No liability has been or is reasonably expected by the Borrower to be incurred under Sections 4062, 4063 or 4064 of ERISA with respect to any Single Employer Plan by the Borrower or any of its Subsidiaries. (c) The actuarial present value of all “benefit liabilities” under each Single Employer Plan (determined within the meaning of Section 401(a)(2) of the Code, utilizing the actuarial assumptions used to fund such Plans), whether or not vested, did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the current value of the assets of such Plan allocable to such accrued liabilities, except as disclosed in the Borrower’s financial statements. (d) Neither the Borrower nor any ERISA Affiliate has incurred, or, to the best knowledge of the Borrower, is reasonably expected to incur, any withdrawal liability under ERISA to any Multiemployer Plan or Multiple Employer Plan. Neither the Borrower nor any ERISA Affiliate has received any notification that any Multiemployer Plan is in reorganization (within the meaning of Section 4241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA), or has been terminated (within the meaning of Title IV of ERISA), and no Multiemployer Plan is, to the best knowledge of the Borrower, reasonably expected to be in reorganization, insolvent, or terminated. (e) No prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) or breach of fiduciary responsibility has occurred with respect to a Plan, which has subjected or would be reasonably likely to subject the Borrower or any ERISA Affiliate to any liability under Sections 406, 409, 502(i), or 502(1) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which the Borrower or any ERISA Affiliate has agreed or is required to indemnify any person against any such liability. (f) The present value (determined using actuarial and other assumptions that are reasonable with respect to the benefits provided and the employees participating) of the liability of the Borrower and each ERISA Affiliate for post-retirement welfare benefits to be provided to their current and former employees under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA), net of all assets under all such Plans allocable to such benefits, are reflected on the financial statements referenced in Section 7.1 in accordance with FASB 106. (g) Each Plan that is a welfare plan (as defined in Section 3(1) of ERISA) to which Sections 601-609 of ERISA and Section 4980B of the Code apply has been administered in compliance in all material respects with such sections.

ERISA. Except as would not result or be reasonably expected to result in a Material Adverse Effect: (a) During the five-year period prior to the date on which this representation is made or deemed made made: (i) no Termination Event has occurred, and, to the best knowledge of the BorrowerCredit Parties, no event or condition has occurred or exists as a result of which any Termination Event would could reasonably be reasonably expected to occur, with respect to any Plan, ; (ii) no “"accumulated funding deficiency,” " as such term is defined in Section 302 of ERISA and Section 412 of the Code, whether or not waived, has occurred with respect to any Plan, ; (iii) each Plan has been maintained, operated, and funded in compliance with its own terms and in material compliance with the provisions of ERISA, the Code, and any other applicable federal or state laws, ; and (iv) no Lien lien in favor or the PBGC or a Plan has arisen or is reasonably likely to arise on account of any Plan. (b) No liability has been or is reasonably expected by the Borrower to be incurred under Sections 4062, 4063 or 4064 of ERISA with respect to any Single Employer Plan by the Borrower or any of its Subsidiaries. (c) The actuarial present value of all “"benefit liabilities” " under each Single Employer Plan (determined within the meaning of Section 401(a)(2) of the Code, utilizing the actuarial assumptions used to fund such Plans), whether or not vested, did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the current value of the assets of such Plan allocable to such accrued liabilities, except as disclosed in the Borrower’s financial statements. (dc) Neither the Borrower any Credit Party nor any ERISA Affiliate has incurred, or, to the best knowledge of the BorrowerCredit Parties, is are reasonably expected to incur, any withdrawal liability under ERISA to any Multiemployer Plan or Multiple Employer Plan. Neither the Borrower Borrower, any of its Subsidiaries nor any ERISA Affiliate has received any notification that any Multiemployer Plan is in reorganization (within the meaning of Section 4241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA), or has been terminated (within the meaning of Title IV of ERISA), and no Multiemployer Plan is, to the best knowledge of the BorrowerCredit Parties, reasonably expected to be in reorganization, insolvent, or terminated. (ed) No prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) or breach of fiduciary responsibility has occurred with respect to a Plan, Plan which has subjected or would be is reasonably likely to subject the Borrower or any of its Subsidiaries or any ERISA Affiliate to any liability under Sections 406, 409, 502(i), or 502(1502(l) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which the Borrower a Credit Party or any ERISA Affiliate has agreed or is required to indemnify any person against any such liability. (fe) The present value (determined using actuarial and other assumptions that which are reasonable with respect to the benefits provided and the employees participating) of the liability of the Borrower Credit Parties and each ERISA Affiliate for post-retirement welfare benefits to be provided to their current and former employees under Plans that which are welfare benefit plans (as defined in Section 3(1) of ERISA), net of all assets under all such Plans allocable to such benefits, are reflected on the financial statements referenced in Section 7.1 Financial Statements in accordance with FASB 106. (gf) Each Plan that which is a welfare plan (as defined in Section 3(1) of ERISA) to which Sections 601-609 of ERISA and Section 4980B of the Code apply has been administered in compliance in all material respects with such sections.

ERISA. Except as would Neither a Reportable Event nor a failure to satisfy the “minimum funding standards” (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to each Plan (whether or not result or be reasonably expected to result in a Material Adverse Effect: (awaived) During has occurred during the five-year period prior to the date on which this representation is made or deemed made (i) no Termination Event has occurred, and, to the best knowledge of the Borrower, no event or condition has occurred or exists as a result of which any Termination Event would be reasonably expected to occur, with respect to any Plan, (ii) no “accumulated funding deficiency,” as such term is defined and each Plan has complied in Section 302 all material respects with the applicable provisions of ERISA and Section 412 of the Code, whether or not waived, has occurred with respect to any Plan, ; (iiib) each no termination of a Single Employer Plan has been maintainedoccurred, operated, and funded in compliance with its own terms and in material compliance with the provisions of ERISA, the Code, and any other applicable federal or state laws, and (iv) no Lien in favor or of the PBGC or a Plan has arisen and no determination has been made that a Plan is, or is reasonably likely expected to arise on account be, “at risk” (within the meaning of any Plan. (b) No liability has been Section 430 of the Code or is reasonably expected by the Borrower to be incurred under Sections 4062Section 303 of ERISA), 4063 or 4064 of ERISA with respect to any Single Employer Plan by the Borrower or any of its Subsidiaries. during such five-year period; (c) The actuarial the present value of all “benefit liabilities” accrued benefits under each Single Employer Plan (determined within the meaning of Section 401(a)(2) of the Code, utilizing the actuarial based on those assumptions used to fund such Plans), whether or not vested, ) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the current value of the assets of such Plan allocable to such accrued liabilities, except as disclosed in the Borrower’s financial statements. benefits by a material amount; (d) Neither neither the Borrower nor any ERISA Affiliate Commonly Controlled Entity has incurred, or, to the best knowledge of the Borrower, is reasonably expected to incur, any had a complete or partial withdrawal liability under ERISA to from any Multiemployer Plan that has resulted or Multiple Employer Plan. Neither could reasonably be expected to result in a liability under ERISA, and neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA Affiliate has received if the Borrower or any notification that any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made; and (e) no such Multiemployer Plan is in reorganization “endangered” or “critical” status (within the meaning of Section 4241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA), or has been terminated (within the meaning of Title IV of ERISA), and no Multiemployer Plan is, to the best knowledge 432 of the Borrower, reasonably expected to be in reorganization, insolvent, or terminated. (e) No prohibited transaction (within the meaning of Section 406 of ERISA Code or Section 4975 of the Code) or breach of fiduciary responsibility has occurred with respect to a Plan, which has subjected or would be reasonably likely to subject the Borrower or any ERISA Affiliate to any liability under Sections 406, 409, 502(i), or 502(1) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which the Borrower or any ERISA Affiliate has agreed or is required to indemnify any person against any such liability. (f) The present value (determined using actuarial and other assumptions that are reasonable with respect to the benefits provided and the employees participating) of the liability of the Borrower and each ERISA Affiliate for post-retirement welfare benefits to be provided to their current and former employees under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA), net of all assets under all such Plans allocable to such benefits, are reflected on the financial statements referenced in Section 7.1 in accordance with FASB 106. (g) Each Plan that is a welfare plan (as defined in Section 3(1) 305 of ERISA) or Insolvent, except where, in each of clauses (a) through (e), such event or condition, together with all other events or conditions, could not reasonably be expected to which Sections 601-609 of ERISA and Section 4980B of the Code apply has been administered in compliance in all material respects with such sectionshave a Material Adverse Effect.

ERISA. Except as set forth on Schedule 6.14 or except as would not result or be reasonably expected to result in a Material Adverse Effect: (a) During the five-year period prior to the date on which this representation is made or deemed made made: (i) no Termination Event has occurred, and, to the best knowledge of the BorrowerCredit Parties, no event or condition has occurred or exists as a result of which any Termination Event would could reasonably be reasonably expected to occur, with respect to any Plan, ; (ii) no “"accumulated funding deficiency,” " as such term is defined in Section 302 of ERISA and Section 412 of the Code, whether or not waived, has occurred with respect to any Plan, ; (iii) each Plan has been maintained, operated, and funded in compliance with its own terms and in material compliance with the provisions of ERISA, the Code, and any other applicable federal or state laws, ; and (iv) no Lien lien in favor or the PBGC or a Plan has arisen or is reasonably likely to arise on account of any Plan. (b) No liability has been or is reasonably expected by the Borrower to be incurred under Sections 4062, 4063 or 4064 of ERISA with respect to any Single Employer Plan by the Borrower or any of its Subsidiaries. (c) The actuarial present value of all “"benefit liabilities” " under each Single Employer Plan (determined within the meaning of Section 401(a)(2) of the Code, utilizing the actuarial assumptions used to fund such Plans), whether or not vested, did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the current value of the assets of such Plan allocable to such accrued liabilities, except as disclosed in the Borrower’s financial statements. (dc) Neither the Borrower Borrower, nor any of its Subsidiaries nor any ERISA Affiliate has incurred, or, to the best knowledge of the BorrowerCredit Parties, is are reasonably expected to incur, any withdrawal liability under ERISA to any Multiemployer Plan or Multiple Employer Plan. Neither the Borrower Borrower, nor any of its Subsidiaries nor any ERISA Affiliate has received any notification that any Multiemployer Plan is in reorganization (within the meaning of Section 4241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA), or has been terminated (within the meaning of Title IV of ERISA), and no Multiemployer Plan is, to the best knowledge of the BorrowerCredit Parties, reasonably expected to be in reorganization, insolvent, or terminated. (ed) No prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) or breach of fiduciary responsibility has occurred with respect to a Plan, Plan which has subjected or would be reasonably likely to may subject the Borrower or any of its Subsidiaries or any ERISA Affiliate to any liability under Sections 406, 409, 502(i), or 502(1502(l) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which the Borrower or any of its Subsidiaries or any ERISA Affiliate has agreed or is required to indemnify any person against any such liability. (fe) The present value (determined using actuarial and other assumptions that which are reasonable with respect to the benefits provided and the employees participating) of the liability of the Borrower and its Subsidiaries and each ERISA Affiliate for post-retirement welfare benefits to be provided to their current and former employees under Plans that which are welfare benefit plans (as defined in Section 3(1) of ERISA), net of all assets under all such Plans allocable to such benefits, are reflected on the financial statements referenced in Section 7.1 Financial Statements in accordance with FASB FAS 106. (gf) Each Plan that which is a welfare plan (as defined in Section 3(1) of ERISA) to which Sections 601-609 of ERISA and Section 4980B of the Code apply has been administered in compliance in all material respects with such sections.

ERISA. (a) Except as would not result or reasonably be reasonably expected to result have, individually or in the aggregate, a Material Adverse Effect:Effect on Crescent, nor any of its ERISA Affiliates (as hereinafter defined) has withdrawn from any Company Multiemployer Plan (as hereinafter defined) at any time within the past six years or instituted, or is currently considering taking, any action to do so. (ab) During the five-year period prior There has been no failure to the date on which this representation is made make any contribution or deemed made (i) no Termination Event has occurred, and, to the best knowledge of the Borrower, no event or condition has occurred or exists as a result of which pay any Termination Event would be reasonably expected to occur, with respect amount due to any Plan, (ii) no “accumulated funding deficiency,” Crescent Plan as such term is defined in Section 302 of ERISA and required by Section 412 of the Code, Section 302 of ERISA, or the terms of any such Plan, and no Crescent Plan, nor any trust created thereunder, has incurred any "accumulated funding deficiency" (as defined in Section 302 of ERISA), whether or not waived, has occurred with respect to any Plan, (iii) each Plan has been maintained, operated, and funded in compliance with its own terms and in material compliance with the provisions of ERISA, the Code, and any other applicable federal or state laws, and (iv) no Lien in favor or the PBGC or a Plan has arisen or is reasonably likely to arise on account of any Plan. (b) No liability has been or is reasonably expected by the Borrower to be incurred under Sections 4062, 4063 or 4064 of ERISA with respect to any Single Employer Plan by the Borrower or any of its Subsidiaries. (c) The actuarial present value of all “benefit liabilities” under each Single Employer Plan (determined within the meaning of Section 401(a)(2) As of the Codedate hereof and at the Effective Time, utilizing the actuarial assumptions used to fund such Plans), whether or not vested, did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the current value of the assets of such Plan allocable to such accrued liabilities, except as disclosed in the Borrower’s financial statements. (d) Neither the Borrower neither Crescent nor any of its ERISA Affiliate Affiliates has incurred, or, to the best knowledge of the Borrower, is reasonably expected to incur, been notified by any withdrawal liability under ERISA to any Crescent Multiemployer Plan or Multiple Employer Plan. Neither the Borrower nor any ERISA Affiliate has received any notification that any such Crescent Multiemployer Plan is currently in reorganization (or insolvency under and within the meaning of Section 4241 of ERISA), is insolvent (within the meaning of Section or 4245 of ERISA), ERISA or that such Crescent Multiemployer Plan intends to terminate or has been terminated under Section 4041A of ERISA. As of the date hereof and at the Effective Time, neither the Company nor any of its ERISA Affiliates has any liability or obligation under any welfare plan to provide life insurance or medical benefits after termination of employment to any employee or dependent other than as required by (within the meaning i) Part 6 of Title IV I of ERISA), and no Multiemployer Plan is, to ERISA or (ii) the best knowledge laws of a jurisdiction outside the Borrower, reasonably expected to be in reorganization, insolvent, or terminatedUnited States. (ed) No prohibited transaction As used herein, (within the meaning of i) "Crescent Plan" means a "pension plan" (as defined in Section 406 of ERISA or Section 4975 of the Code) or breach of fiduciary responsibility has occurred with respect to a Plan, which has subjected or would be reasonably likely to subject the Borrower or any ERISA Affiliate to any liability under Sections 406, 409, 502(i), or 502(13(2) of ERISA or Section 4975 of the Code(other than a Crescent Multiemployer Plan)), or under any agreement or other instrument pursuant to which the Borrower or any ERISA Affiliate has agreed or is required to indemnify any person against any such liability. (f) The present value (determined using actuarial and other assumptions that are reasonable with respect to the benefits provided and the employees participating) of the liability of the Borrower and each ERISA Affiliate for post-retirement a "welfare benefits to be provided to their current and former employees under Plans that are welfare benefit plans plan" (as defined in Section 3(1) of ERISA), net or any material bonus, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, vacation, severance, death benefit, insurance or other plan, arrangement or understanding, in each case established or maintained or contributed to by Crescent or any of all assets under all such Plans allocable its ERISA Affiliates or as to such benefitswhich Crescent or any of its ERISA Affiliates otherwise may have any liability, are reflected on the financial statements referenced in Section 7.1 in accordance with FASB 106. (gii) Each Plan that is "Crescent Multiemployer Plan" means a welfare plan "multiemployer plan" (as defined in Section 3(14001(a)(3) of ERISA) to which Sections 601-609 Crescent or any of its ERISA and Section 4980B of the Code apply Affiliates is or has been administered in compliance in all material respects with such sectionsobligated to contribute or otherwise may have any liability.

ERISA. Except as would not result have or be reasonably expected to result in have a Material Adverse Effect: (a) During the five-year period prior to the date on which this representation is made or deemed made made: (i) no Termination ERISA Event has occurred, and, to the best knowledge of the BorrowerCredit Parties, no event or condition has occurred or exists as a result of which any Termination ERISA Event would could reasonably be reasonably expected to occur, with respect to any Plan, ; (ii) there have been no “accumulated funding deficiency,” as such term is defined in unpaid contributions required under Section 302 303 of ERISA and Section 412 430 of the Code, whether or not waived, has occurred Code with respect to any Single Employer Plan, or, with respect to any Credit Party’s, any Subsidiary’s, or any ERISA Affiliate’s contribution obligations only, under Section 304 or 305 of ERISA and Section 431 or 432 of the Code with respect to any Multiemployer Plan; (iii) each Plan has been maintained, operated, and funded in compliance with its own terms and in material compliance with the provisions of ERISA, the Code, and any other applicable federal or state laws, ; and (iv) no Lien lien in favor or of the PBGC or a Plan with respect to any of the assets of any Credit Party, any of its Subsidiaries or any ERISA Affiliate has arisen or is reasonably likely to arise on account of any Pension Plan. (b) No liability has been or is reasonably expected by the Borrower to be incurred under Sections 4062, 4063 or 4064 of ERISA with respect to any Single Employer Plan by the Borrower or any of its Subsidiaries. (c) The actuarial present value of all “benefit liabilities” (within the meaning of Section 4001 of ERISA) under each Single Employer Plan (determined within the meaning of Section 401(a)(2) of the Code, utilizing the actuarial assumptions used to fund such Plans), whether or not vested, did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the fair market current value as of such date of the assets of such Plan allocable to such accrued liabilities, except as disclosed in the Borrower’s financial statements. (dc) Neither the Borrower Borrower, nor any of its Subsidiaries, nor any ERISA Affiliate has incurred, or, to the best knowledge of the Borrowersuch parties, is are reasonably expected to incur, any withdrawal liability under ERISA to any Multiemployer Plan or Multiple Employer Plan. Neither the Borrower Borrower, nor any of its Subsidiaries, nor any ERISA Affiliate has received any notification pursuant to ERISA that any Multiemployer Plan is in reorganization (within the meaning of Section 4241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA), or has been terminated (within the meaning of Title IV of ERISA), and no Multiemployer Plan isand, to the best knowledge of the Borrowersuch parties, no Multiemployer Plan is reasonably expected to be in reorganization, insolvent, or terminated. (ed) No nonexempt prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) or breach of fiduciary responsibility has occurred with respect to a Plan, Plan which has subjected or would be is reasonably likely expected to subject the Borrower or any of its Subsidiaries or any ERISA Affiliate to any liability under Sections 406, 409, 502(i), or 502(1502(l) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which the Borrower or any of its Subsidiaries or any ERISA Affiliate has agreed or is required to indemnify any person against any such liability. (fe) The present value (determined using actuarial and other assumptions that are reasonable with respect to the benefits provided and the employees participating) of the liability of the Borrower and its Subsidiaries and each ERISA Affiliate for post-retirement welfare benefits to be provided to their current and former employees under Plans that which are welfare benefit plans (as defined in Section 3(1) of ERISA), net of all assets under all such Plans allocable to such benefits, are reflected on the financial statements referenced in Section 7.1 Financial Statements in accordance with FASB 106. (gf) Each Plan that which is a welfare plan (as defined in Section 3(1) of ERISA) to which Sections 601-609 of ERISA and Section 4980B of the Code apply has been administered in material compliance in all material respects with such sections.

ERISA. Except as would not result or be reasonably expected to result in a Material Adverse Effect: (a) During the five-five year period prior to each date as of which this representation is made, or deemed made (or, with respect to (vi) or (viii) below, as of the date on which this such representation is made or deemed made (i) no Termination Event made), none of the following events or conditions, either individually or in the aggregate, has occurred, and, resulted or is reasonably likely to result in a liability to the best knowledge Parent Company or any of the Borrower, no event or condition has occurred or exists as a result of its Subsidiaries which any Termination Event would be reasonably expected to occur, have a Material Adverse Effect: (i) a Reportable Event with respect to any Single Employer Plan, ; (ii) no “an "accumulated funding deficiency,” as such term is defined in Section 302 " (within the meaning of ERISA and Section 412 of the Code, whether Code or not waived, has occurred with respect to any Plan, (iii) each Plan has been maintained, operated, and funded in compliance with its own terms and in material compliance with the provisions Section 302 of ERISA, the Code, and any other applicable federal or state laws, and (iv) no Lien in favor or the PBGC or a Plan has arisen or is reasonably likely to arise on account of any Plan. (b) No liability has been or is reasonably expected by the Borrower to be incurred under Sections 4062, 4063 or 4064 of ERISA with respect to any Single Employer Plan by which has not been waived; (iii) any material noncompliance with the Borrower application of ERISA or the Code with respect to any Plan; (iv) a termination of its Subsidiaries. (c) The actuarial present value of all “benefit liabilities” under each a Single Employer Plan (determined within the meaning of other than a standard termination pursuant to Section 401(a)(24041(b) of ERISA); (v) a Lien in favor of the CodePBGC with respect to any Single Employer Plan or a Plan pursuant to Section 4068 or Section 302(f) of ERISA, utilizing respectively; (vi) Underfunding with respect to any Single Employer Plan; (vii) a complete or partial withdrawal from any Multiemployer Plan by the actuarial assumptions used Parent Company, either Borrower or any Commonly Controlled Entity; (viii) any liability of the Parent Company, either Borrower or any Commonly Controlled Entity under ERISA if the Parent Company, either Borrower or any such Commonly Controlled Entity were to fund such Plans), whether or not vested, did not, withdraw completely from all Multiemployer Plans as of the last annual valuation date prior to most closely preceding the date on which this their representation is made or deemed made, exceed ; (ix) the current value Plan Reorganization or Insolvency of any Multiemployer Plan; (x) the excess of the assets of such Plan allocable to such accrued liabilities, except as disclosed in the Borrower’s financial statements. (d) Neither the Borrower nor any ERISA Affiliate has incurred, or, to the best knowledge of the Borrower, is reasonably expected to incur, any withdrawal liability under ERISA to any Multiemployer Plan or Multiple Employer Plan. Neither the Borrower nor any ERISA Affiliate has received any notification that any Multiemployer Plan is in reorganization (within the meaning of Section 4241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA), or has been terminated (within the meaning of Title IV of ERISA), and no Multiemployer Plan is, to the best knowledge of the Borrower, reasonably expected to be in reorganization, insolvent, or terminated. (e) No prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) or breach of fiduciary responsibility has occurred with respect to a Plan, which has subjected or would be reasonably likely to subject the Borrower or any ERISA Affiliate to any liability under Sections 406, 409, 502(i), or 502(1) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which the Borrower or any ERISA Affiliate has agreed or is required to indemnify any person against any such liability. (f) The present value (determined using actuarial and other assumptions that which are reasonable with in respect to of the benefits provided and the employees participating) of the aggregate liability of the Borrower and each ERISA Affiliate Parent Company, the Borrowers or any of their Subsidiaries for post-retirement welfare benefits to be provided to their current and former employees (excluding benefits provided pursuant to Section 4980B of the Code or Section 601 of ERISA), under Plans that which are welfare benefit plans (as defined in Section 3(1) of ERISA), net of all assets under all such Plans allocable to such benefits, are reflected on the financial statements referenced in Section 7.1 in accordance with FASB 106. (g) Each Plan that is a welfare plan (as defined determined in Section 3(1) of ERISA) over the assets under all such Plans; and (xi) an event or condition with respect to which Sections 601-609 the Parent Company, either Borrower or any Commonly Controlled Entity could incur any liability in respect of ERISA and Section 4980B of the Code apply has been administered in compliance in all material respects with such sectionsa Former Plan.

ERISA. Except as would be subject to indemnification in favor of a member of the Consolidated Group or would not result or reasonably be reasonably expected to result in have a Material Adverse Effect, to the knowledge of the Credit Parties: (a) During the five-year period prior to the date on which this representation is made or deemed made made: (i) no Termination ERISA Event has occurred, and, to the best knowledge of the BorrowerCredit Parties, no event or condition has occurred or exists as a result of which any Termination ERISA Event would could reasonably be reasonably expected to occur, with respect to any Plan, ; (ii) no “"accumulated funding deficiency,” " as such term is defined in Section 302 of ERISA and Section 412 of the Code, whether or not waived, has occurred with respect to any Plan, ; (iii) each Plan has been maintained, operated, and funded in compliance with its own terms and in material compliance with the provisions of ERISA, the Code, and any other applicable federal or state laws, ; and (iv) no Lien lien in favor or of the PBGC or a Plan has arisen or is reasonably likely to arise on account of any Plan. (b) No liability has been or is reasonably expected by the Borrower to be incurred under Sections 4062, 4063 or 4064 of ERISA with respect to any Single Employer Plan by the Borrower or any of its Subsidiaries. (c) The actuarial present value of all “"benefit liabilities” under each Single Employer Plan " (determined within the meaning of as defined in Section 401(a)(24001(a)(16) of the Code, utilizing the actuarial assumptions used to fund such PlansERISA), whether or not vested, did notunder each Single Employer Plan, as of the last annual valuation date prior to the date on which this representation is made or deemed mademade (determined, in each case, in accordance with Financial Accounting Standards Board Statement 87, utilizing the actuarial assumptions used in such Plan's most recent actuarial valuation report), did not exceed as of such valuation date the current fair market value of the assets of such Plan allocable to such accrued liabilities, except as disclosed in the Borrower’s financial statementsPlan. (dc) Neither No member of the Borrower Consolidated Group nor any ERISA Affiliate has incurred, or, to the best knowledge of the BorrowerCredit Parties, is could be reasonably expected to incur, any withdrawal liability under ERISA to any Multiemployer Plan or Multiple Employer Plan. Neither No member of the Borrower Consolidated Group nor any ERISA Affiliate would become subject to any withdrawal liability under ERISA if any member of the Consolidated Group or any ERISA Affiliate were to withdraw completely from all Multiemployer Plans and Multiple Employer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. No member of the Consolidated Group nor any ERISA Affiliate has received any notification that any Multiemployer Plan is in reorganization (within the meaning of Section 4241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA), or has been terminated (within the meaning of Title IV of ERISA), and no Multiemployer Plan is, to the best knowledge of the BorrowerCredit Parties, reasonably expected to be in reorganization, insolvent, or terminated. (ed) No prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) or breach of fiduciary responsibility has occurred with respect to a Plan, Plan which has subjected or would be reasonably likely to may subject any member of the Borrower Consolidated Group or any ERISA Affiliate to any liability under Sections 406, 409, 502(i), or 502(1502(l) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which any member of the Borrower Consolidated Group or any ERISA Affiliate has agreed or is required to indemnify any person against any such liability. (fe) The present value (determined using actuarial and other assumptions that are reasonable To the knowledge of the Borrower, no member of the Consolidated Group nor any ERISA Affiliates has any material liability with respect to the benefits provided and the employees participating) of the liability of the Borrower and each ERISA Affiliate for "expected post-retirement welfare benefits to be provided to their current and former employees under Plans that are welfare benefit plans (as defined in Section 3(1) obligations" within the meaning of ERISA), net of all assets under all such Plans allocable to such benefits, are reflected on the financial statements referenced in Section 7.1 in accordance with FASB Financial Accounting Standards Board Statement 106. (g) . Each Plan that which is a welfare plan (as defined in Section 3(1) of ERISA) to which Sections 601-609 of ERISA and Section 4980B of the Code apply has been administered in compliance in all material respects with of such sections.

ERISA. Except as would not result or be reasonably expected to result disclosed and described in a Material Adverse EffectSchedule 5.12 attached hereto: (a) During the five-year period prior to the date on which this representation is made or deemed made made: (i) no Termination ERISA Event has occurred, and, to the best knowledge of the BorrowerResponsible Officers of the Loan Parties, no event or condition has occurred or exists as a result of which any Termination ERISA Event would could reasonably be reasonably expected to occur, with respect to any Plan, ; (ii) no “accumulated funding deficiency,” as such term is defined in Section 302 of ERISA and Section 412 of the Code, whether or not waived, has occurred with respect to any Plan, ; (iii) each Plan has been maintained, operated, and funded in compliance with its own terms and in material compliance with the provisions of ERISA, the Code, and any other applicable federal Federal or state laws, ; and (iv) no Lien in favor or of the PBGC or a Plan has arisen or is reasonably likely to arise on account of any Plan. (b) No liability has been or is reasonably expected by the Borrower to be incurred under Sections 4062, 4063 or 4064 of ERISA with respect to any Single Employer Plan by the Borrower or any of its Subsidiaries. (c) The actuarial present value of all “benefit liabilities” under each Single Employer Plan (determined within the meaning of as defined in Section 401(a)(24001(a)(16) of the Code, utilizing the actuarial assumptions used to fund such PlansERISA), whether or not vested, did notunder each Single Employer Plan, as of the last annual valuation date prior to the date on which this representation is made or deemed mademade (determined, in each case, in accordance with Financial Accounting Standards Board Statement 87, utilizing the actuarial assumptions used in such Plan’s most recent actuarial valuation report), did not exceed as of such valuation date the current fair market value of the assets of such Plan allocable to such accrued liabilities, except as disclosed in the Borrower’s financial statementsPlan. (dc) Neither the Borrower any Consolidated Party nor any ERISA Affiliate has incurred, or, to the best knowledge of the BorrowerResponsible Officers of the Loan Parties, is could be reasonably expected to incur, any withdrawal liability under ERISA to any Multiemployer Plan or Multiple Employer Plan. Neither any Consolidated Party nor any ERISA Affiliate would become subject to any withdrawal liability under ERISA if any Consolidated Party or any ERISA Affiliate were to withdraw completely from all Multiemployer Plans and Multiple Employer Plans as of the Borrower valuation date most closely preceding the date on which this representation is made or deemed made. Neither any Consolidated Party nor any ERISA Affiliate has received any notification that any Multiemployer Plan is in reorganization (within the meaning of Section 4241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA), or has been terminated (within the meaning of Title IV of ERISA), and no Multiemployer Plan is, to the best knowledge of the BorrowerResponsible Officers of the Loan Parties, reasonably expected to be in reorganization, insolvent, or terminated. (ed) No prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) other than as exempted under Section 408 of ERISA or breach of fiduciary responsibility has occurred with respect to a Plan, Plan which has subjected or would be reasonably likely to may subject the Borrower any Consolidated Party or any ERISA Affiliate to any liability under Sections 406, 409, 502(i), or 502(1502(l) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which the Borrower any Consolidated Party or any ERISA Affiliate has agreed or is required to indemnify any person Person against any such liability. (fe) The present value (determined using actuarial and other assumptions that are reasonable Neither any Consolidated Party nor any ERISA Affiliate has any material liability with respect to the benefits provided and the employees participating) of the liability of the Borrower and each ERISA Affiliate for “expected post-retirement welfare benefits to be provided to their current and former employees under Plans that are welfare benefit plans (as defined in Section 3(1) obligations” within the meaning of ERISA), net of all assets under all such Plans allocable to such benefits, are reflected on the financial statements referenced in Section 7.1 in accordance with FASB Financial Accounting Standards Board Statement 106. (g) . Each Plan that which is a welfare plan (as defined in Section 3(1) of ERISA) to which Sections 601-609 of ERISA and Section 4980B of the Code apply has been administered in compliance in all material respects with of such sections. (f) Neither the execution and delivery of this Agreement nor the consummation of the financing transactions contemplated hereunder will involve any transaction which is subject to the prohibitions of Sections 404, 406 or 407 of ERISA or in connection with which a tax could be imposed pursuant to Section 4975 of the Code. The representation by the Loan Parties in the preceding sentence is subject, in the event that the source of the funds used by the Lenders in connection with this transaction is an insurance company’s general asset account, to the application of Prohibited Transaction Class Exemption 95-60, 60 Fed. Reg. 35,925 (1995), compliance with the regulations issued under Section 401(c)(1)(A) of ERISA, or the issuance of any other prohibited transaction exemption or similar relief, to the effect that assets in an insurance company’s general asset account do not constitute assets of an “employee benefit plan” within the meaning of Section 3(3) of ERISA or a “plan” within the meaning of Section 4975(e)(1) of the Code.

ERISA. Except as would not result or be reasonably expected to result disclosed and described in a Material Adverse EffectSchedule 6.12 attached hereto: (a) During the five-year period prior to the date on which this representation is made or deemed made made: (i) no Termination ERISA Event has occurredoccurred which could have a Material Adverse Effect, and, to the best knowledge of the BorrowerExecutive Officers of the Credit Parties, no event or condition has occurred or exists as a result of which any Termination ERISA Event would could reasonably be reasonably expected to occur, with respect to any Plan, ; (ii) no “"accumulated funding deficiency,” " as such term is defined in Section 302 of ERISA and Section 412 of the Code, whether or not waived, has occurred with respect to any Plan, ; (iii) each Plan has been maintained, operated, and funded in compliance with its own terms and in material compliance with the provisions of ERISA, the Code, and any other applicable federal Federal or state laws, ; and (iv) no Lien in favor or of the PBGC or a Plan has arisen or is reasonably likely to arise on account of any Plan. (b) No liability has been or is reasonably expected by the Borrower to be incurred under Sections 4062, 4063 or 4064 of ERISA with respect to any Single Employer Plan by the Borrower or any of its Subsidiaries. (c) The actuarial present value of all “"benefit liabilities” under each Single Employer Plan " (determined within the meaning of as defined in Section 401(a)(24001(a)(16) of the Code, utilizing the actuarial assumptions used to fund such PlansERISA), whether or not vested, did notunder each Single Employer Plan, as of the last annual valuation date prior to the date on which this representation is made or deemed mademade (determined, in each case, in accordance with Financial Accounting Standards Board Statement 87, utilizing the actuarial assumptions used in such Plan's most recent actuarial valuation report), did not exceed as of such valuation date the current fair market value of the assets of such Plan allocable to such accrued liabilities, except as disclosed in the Borrower’s financial statementsan amount which would have a Material Adverse Effect. (dc) Neither the Borrower any Consolidated Party nor any ERISA Affiliate has incurred, or, to the best knowledge of the BorrowerExecutive Officers of the Credit Parties, is could be reasonably expected to incur, any withdrawal liability under ERISA to any Multiemployer Plan or Multiple Employer Plan. Neither any Consolidated Party nor any ERISA Affiliate would become subject to any withdrawal liability under ERISA that would have a Material Adverse Effect if any Consolidated Party or any ERISA Affiliate were to withdraw completely from all Multiemployer Plans and Multiple Employer Plans as of the Borrower valuation date most closely preceding the date on which this representation is made or deemed made. Neither any Consolidated Party nor any ERISA Affiliate has received any notification that any Multiemployer Plan is in reorganization (within the meaning of Section 4241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA), or has been terminated (within the meaning of Title IV of ERISA), and no Multiemployer Plan is, to the best knowledge of the BorrowerExecutive Officers of the Credit Parties, reasonably expected to be in reorganization, insolvent, or terminated. (ed) No prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) or breach of fiduciary responsibility has occurred with respect to a Plan, Plan which has subjected or would be reasonably likely to may subject the Borrower any Consolidated Party or any ERISA Affiliate to any material liability under Sections 406, 409, 502(i), or 502(1502(l) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which the Borrower any Consolidated Party or any ERISA Affiliate has agreed or is required to indemnify any person Person against any such liability. (fe) The present value (determined using actuarial and other assumptions that are reasonable Neither any Consolidated Party nor any ERISA Affiliates has any material liability with respect to the benefits provided and the employees participating) of the liability of the Borrower and each ERISA Affiliate for "expected post-retirement welfare benefits to be provided to their current and former employees under Plans that are welfare benefit plans (as defined in Section 3(1) obligations" within the meaning of ERISA), net of all assets under all such Plans allocable to such benefits, are reflected on the financial statements referenced in Section 7.1 in accordance with FASB Financial Accounting Standards Board Statement 106. (g) . Each Plan that which is a welfare plan (as defined in Section 3(1) of ERISA) to which Sections 601-609 of ERISA and Section 4980B of the Code apply has been administered in compliance in all material respects with such sections. (f) Neither the execution and delivery of this Credit Agreement nor the consummation of the financing transactions contemplated thereunder will involve any transaction which is subject to the prohibitions of Sections 404, 406 or 407 of ERISA or in connection with which a tax could be imposed pursuant to Section 4975 of the Code. The representation by the Credit Parties in the preceding sentence is made in reliance upon and subject to the accuracy of the Lenders' representation in Section 11.15 with respect to their source of funds and is subject, in the event that the source of the funds used by the Lenders in connection with this transaction is an insurance company's general asset account, to the application of Prohibited Transaction Class Exemption 95-60, 60 Fed. Reg. 35,925 (1995), compliance with the regulations issued under Section 401(c)(1)(A) of ERISA, or the issuance of any other prohibited transaction exemption or similar relief, to the effect that assets in an insurance company's general asset account do not constitute assets of an "employee benefit plan" within the meaning of Section 3(3) of ERISA or a "plan" within the meaning of Section 4975(e)(1) of the Code.

ERISA. Except as would not result in or would not reasonably be reasonably expected to result in a Material Adverse Effect: (a) During the five-year period prior to the date on which this representation is made or deemed made (i) no Termination No ERISA Event has occurred, and, to the best knowledge of the Borrower, each of its Subsidiaries and each ERISA Affiliate, no event or condition has occurred or exists as a result of which any Termination ERISA Event would could reasonably be reasonably expected to occur, with respect to any Plan, ; (ii) no “accumulated funding deficiency,” as such term is defined in Section 302 of ERISA and Section 412 of the Code, whether or not waived, has occurred with respect to any Plan and no application for a funding waiver or an extension of any amortization period pursuant to Section 412 of the Code has been made with respect to any Plan, ; (iii) each Plan has been maintained, operated, and funded in compliance with its own terms and in material compliance with the provisions of ERISA, the Code, and any other applicable federal or state laws; (iv) each Plan that is intended to qualify under Section 401(a) of the Code has received a favorable determination letter from the IRS or an application for such a letter is currently being processed by the IRS with respect thereto and, to the best knowledge of the Borrower, each of its Subsidiaries and each ERISA Affiliate, nothing has occurred which would prevent, or cause the loss of, such qualification; and (ivv) no Lien in favor or of the PBGC or a Plan has arisen or is reasonably likely to arise on account of any Plan. (b) No liability has been or is reasonably expected by Neither the Borrower to be incurred under Sections 4062, 4063 or 4064 nor any Subsidiary of ERISA with respect to any Single Employer Plan by the Borrower or any of its Subsidiaries. (c) The actuarial present value of all “benefit liabilities” under each Single Employer Plan (determined within the meaning of Section 401(a)(2) of the Code, utilizing the actuarial assumptions used to fund such Plans), whether or not vested, did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the current value of the assets of such Plan allocable to such accrued liabilities, except as disclosed in the Borrower’s financial statements. (d) Neither the Borrower nor any ERISA Affiliate has incurred, or, to the best knowledge of the Borrowereach such party’s knowledge, is reasonably expected to incur, any liability under Title IV of ERISA with respect to any Single Employer Plan, or any withdrawal liability under ERISA to any Multiemployer Plan or Multiple Employer Plan. Neither the Borrower nor any Subsidiary of the Borrower nor any ERISA Affiliate has received any notification that any Multiemployer Plan is in reorganization (within the meaning of Section 4241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA), or has been terminated (within the meaning of Title IV of ERISA), and no Multiemployer Plan is, to the best knowledge of the Borrowereach such Person’s knowledge, reasonably expected to be in reorganization, insolvent, or terminated. Neither the Borrower nor any Subsidiary of the Borrower nor any ERISA Affiliate has engaged in a transaction that could be subject to Sections 4069 or 4212(c) of ERISA. (ec) No prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) or breach of fiduciary responsibility has occurred with respect to a Plan, Plan which has subjected or would be reasonably likely to may subject the Borrower, any Subsidiary of the Borrower or any ERISA Affiliate to any liability under Sections 406, 409, 502(i), or 502(1502(l) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which the Borrower, any Subsidiary of the Borrower or any ERISA Affiliate has agreed or is required to indemnify any person against any such liability. There are no pending or, to the best knowledge of the Borrower, each of its Subsidiaries and each ERISA Affiliate, 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. (f) The present value (determined using actuarial and other assumptions that are reasonable with respect to the benefits provided and the employees participating) of the liability of the Borrower and each ERISA Affiliate for post-retirement welfare benefits to be provided to their current and former employees under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA), net of all assets under all such Plans allocable to such benefits, are reflected on the financial statements referenced in Section 7.1 in accordance with FASB 106. (gd) Each Plan that is a welfare plan (as defined in Section 3(1) of ERISA) to which Sections 601-609 of ERISA and Section 4980B of the Code apply has been administered in compliance in all material respects with such sections.

ERISA. Except as would not result or be reasonably expected to result in a Material Adverse Effect: (a) During Neither the Borrower nor any member or the Controlled Group has established, is a party to or has any liability under any Plan as of the date hereof. (b) In the event that, at any time after the date hereof at which the representation under this paragraph (b) is made or deemed remade, the Borrower or any member of the Controlled Group shall have established, be a party or have any liability under any Plan, then: (i) neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412 of the Code or Section 302 of ERISA) has occurred during the five-year period prior to the date on which this representation is made or deemed made (i) no Termination Event has occurred, and, to the best knowledge of the Borrower, no event or condition has occurred or exists as a result of which any Termination Event would be reasonably expected to occur, with respect to any Plan, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code; (ii) no “accumulated funding deficiency,” as such term is defined in Section 302 termination of ERISA and Section 412 of the Code, whether or not waived, has occurred with respect to any Plan, (iii) each a Single Employer Plan has been maintained, operatedoccurred, and funded in compliance with its own terms and in material compliance with the provisions of ERISA, the Code, and any other applicable federal or state laws, and (iv) no Lien in favor or of the PBGC or a Plan has arisen or is reasonably likely to arise on account of any Plan. arisen, during such five-year period; (biii) No liability has been or is reasonably expected by the Borrower to be incurred under Sections 4062, 4063 or 4064 of ERISA with respect to any Single Employer Plan by the Borrower or any of its Subsidiaries. (c) The actuarial present value of all “benefit liabilities” accrued benefits under each Single Employer Plan (determined within the meaning of Section 401(a)(2) of the Code, utilizing the actuarial based on those assumptions used to fund such Plans), whether or not vested, ) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the current value of the assets of such Plan allocable to such accrued liabilities, except as disclosed in the Borrower’s financial statements. benefits to an extent which could reasonably be expected to have a Material Adverse Effect; (div) Neither neither the Borrower nor any ERISA Affiliate Commonly Controlled Entity has incurred, or, to the best knowledge of the Borrower, is reasonably expected to incur, any had a complete or partial withdrawal liability under ERISA to from any Multiemployer Plan or Multiple Employer Plan. Neither which could reasonably be expected to have a Material Adverse Effect, and neither the Borrower nor any Commonly Controlled Entity would become subject to any liability under ERISA Affiliate has received any notification that any Multiemployer Plan is in reorganization (within the meaning of Section 4241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA), or has been terminated (within the meaning of Title IV of ERISA), and no Multiemployer Plan is, to the best knowledge of the Borrower, an amount which could reasonably be expected to be in reorganization, insolvent, or terminated. (e) No prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) or breach of fiduciary responsibility has occurred with respect to have a Plan, which has subjected or would be reasonably likely to subject Material Adverse Effect if the Borrower or any ERISA Affiliate such Commonly Controlled Entity were to any liability under Sections 406, 409, 502(i), or 502(1) of ERISA or Section 4975 withdraw completely from all Multiemployer Plans as of the Codevaluation date most closely preceding the date on which this representation is made or deemed made; (v) to the knowledge of the Borrower or any Commonly Controlled Entity, or under any agreement or other instrument pursuant to no such Multiemployer Plan for which the Borrower or any ERISA Affiliate has agreed Subsidiary could reasonably be expected to have a material liability is in Reorganization or is required to indemnify any person against any such liability. Insolvent; and (fvi) The the present value (determined using actuarial and other assumptions that which are reasonable with in respect to of the benefits provided and the employees participating) of the liability of the Borrower and each ERISA Affiliate Commonly Controlled Entity for post-post retirement welfare benefits to be provided to their current and former employees under Plans that which are welfare benefit plans (as defined in Section 3(1) of ERISA)) does not, net of all in the aggregate, exceed the assets under all such Plans allocable to such benefits, are reflected on the financial statements referenced benefits by an amount in Section 7.1 in accordance with FASB 106excess of $5,000,000. (g) Each Plan that is a welfare plan (as defined in Section 3(1) of ERISA) to which Sections 601-609 of ERISA and Section 4980B of the Code apply has been administered in compliance in all material respects with such sections.

ERISA. Except (a) During the five (5) year period prior to each date as would not result of which this representation is made, or be deemed made, with respect to any Plan (or, with respect to (vi) or (viii) of this Section 5.13(a), as of the date such representation is made or deemed made), none of the following events or conditions, either individually or in the aggregate, has resulted or is reasonably expected likely to result in a Material Adverse Effect: (a) During the five-year period prior to the date on which this representation is made or deemed made : (i) no Termination Event has occurred, and, to the best knowledge of the Borrower, no event or condition has occurred or exists as a result of which any Termination Event would be reasonably expected to occur, with respect to any Plan, Reportable Event; (ii) no “accumulated any failure to satisfy minimum funding deficiency,” as such term is defined in standards (within the meaning of Section 412 or 430 of the Code or Section 302 or 303 of ERISA and Section 412 of the Code, whether or not waived, has occurred with respect to any Plan, ERISA); (iii) each Plan has been maintained, operated, and funded in compliance with its own terms and in material compliance any noncompliance with the applicable provisions of ERISA, ERISA or the Code, and any other applicable federal or state laws, and ; (iv) no a termination of a Single Employer Plan (other than a standard termination pursuant to Section 4041(b) of ERISA); (v) a Lien on the property of the Parent Borrower or its Restricted Subsidiaries in favor or of the PBGC or a Plan has arisen or is reasonably likely to arise on account of Plan; (vi) any Plan. (b) No liability has been or is reasonably expected by the Borrower to be incurred under Sections 4062, 4063 or 4064 of ERISA Underfunding with respect to any Single Employer Plan; (vii) a complete or partial withdrawal from any Multiemployer Plan by the Parent Borrower or any of its Subsidiaries. Commonly Controlled Entity; (cviii) The actuarial present value of all “benefit liabilities” under each Single Employer Plan (determined within the meaning of Section 401(a)(2) any liability of the Code, utilizing Parent Borrower or any Commonly Controlled Entity under ERISA if the actuarial assumptions used Parent Borrower or any such Commonly Controlled Entity were to fund such Plans), whether or not vested, did not, withdraw completely from all Multiemployer Plans as of the last annual valuation date prior to most closely preceding the date on which this representation is made or deemed made, exceed ; (ix) the current value Reorganization or Insolvency of the assets of such Plan allocable any Multiemployer Plan; or (x) any transactions that resulted or could reasonably be expected to such accrued liabilities, except as disclosed result in the Borrower’s financial statements. (d) Neither the Borrower nor any ERISA Affiliate has incurred, or, liability to the best knowledge of the Borrower, is reasonably expected to incur, Parent Borrower or any withdrawal liability Commonly Controlled Entity under ERISA to any Multiemployer Plan or Multiple Employer Plan. Neither the Borrower nor any ERISA Affiliate has received any notification that any Multiemployer Plan is in reorganization (within the meaning of Section 4241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA), or has been terminated (within the meaning of Title IV of ERISA), and no Multiemployer Plan is, to the best knowledge of the Borrower, reasonably expected to be in reorganization, insolvent, or terminated. (e) No prohibited transaction (within the meaning of Section 406 4069 of ERISA or Section 4975 of the Code) or breach of fiduciary responsibility has occurred with respect to a Plan, which has subjected or would be reasonably likely to subject the Borrower or any ERISA Affiliate to any liability under Sections 406, 409, 502(i), or 502(14212(c) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which the Borrower or any ERISA Affiliate has agreed or is required to indemnify any person against any such liabilityERISA. (fb) The present value With respect to any Foreign Plan, none of the following events or conditions exists and is continuing that, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect: (determined i) substantial non-compliance with its terms and with the requirements of any and all applicable laws, statutes, rules, regulations and orders; (ii) failure to be maintained, where required, in good standing with applicable regulatory authorities; (iii) any obligation of the Parent Borrower or its Restricted Subsidiaries in connection with the termination or partial termination of, or withdrawal from, any Foreign Plan; (iv) any Lien on the property of the Parent Borrower or its Restricted Subsidiaries in favor of a Governmental Authority as a result of any action or inaction regarding a Foreign Plan; (v) for each Foreign Plan which is a funded or insured plan, failure to be funded or insured on an ongoing basis to the extent required by applicable non-U.S. law (using actuarial methods and other assumptions that which are reasonable consistent with the valuations last filed with the applicable Governmental Authorities); (vi) with respect to the benefits provided and assets of any Foreign Plan (other than individual claims for the employees participatingpayment of benefits) (A) any facts that, to the knowledge of the liability Parent Borrower or any of its Restricted Subsidiaries, exist that would reasonably be expected to give rise to a dispute and (B) any pending or threatened disputes that, to the knowledge of the Parent Borrower or any of its Subsidiaries, would reasonably be expected to result in a material liability to the Parent Borrower or any of its Restricted Subsidiaries; and each ERISA Affiliate for post(vii) failure to make all contributions in a timely manner to the extent required by applicable non-retirement welfare benefits to be provided to their current and former employees under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA), net of all assets under all such Plans allocable to such benefits, are reflected on the financial statements referenced in Section 7.1 in accordance with FASB 106U.S. law. (g) Each Plan that is a welfare plan (as defined in Section 3(1) of ERISA) to which Sections 601-609 of ERISA and Section 4980B of the Code apply has been administered in compliance in all material respects with such sections.

ERISA. Except (a) Mezzanine Borrower does not maintain or contribute to and is not required to contribute to, an “employee benefit plan” as defined by Section 3(3) of ERISA, which is subject to Title IV of ERISA (other than a “multiemployer plan” as defined by Section 3(37) of ERISA), and Mezzanine Borrower (i) has no knowledge of any material liability which has been incurred or is expected to be incurred by Mezzanine Borrower which is reasonably likely to result in a Material Adverse Effect and is or remains unsatisfied for any taxes or penalties or unfunded contributions with respect to any “employee benefit plan” or any “plan,” within the meaning of Section 4975(e)(1) of the Internal Revenue Code or any other benefit plan (other than a “multiemployer plan”) maintained, contributed to, or required to be contributed to by Mezzanine Borrower or by any entity that is under common control with Mezzanine Borrower within the meaning Section 4001(a)(14) of ERISA (each, an “ERISA Affiliate”) (each, a “Plan”) or any plan that would not result or be a Plan but for the fact that it is a multiemployer plan within the meaning of ERISA Section 3(37); and (ii) has made and shall continue to make when due all required contributions to all such Plans (other than Plans relating to ERISA Affiliates), if any, where the failure to so contribute is reasonably expected likely to result in a Material Adverse Effect: . Each such Plan (a) During the five-year period prior other than Plans relating to the date on which this representation is made or deemed made (i) no Termination Event has occurredERISA Affiliates), and, to the best knowledge of the Borrower, no event or condition has occurred or exists as a result of which any Termination Event would be reasonably expected to occur, with respect to any Plan, (ii) no “accumulated funding deficiency,” as such term is defined in Section 302 of ERISA and Section 412 of the Code, whether or not waivedif any, has occurred with respect to any Plan, (iii) each Plan has been maintained, operated, and funded in compliance with its own terms and will be administered in material compliance with its terms and the applicable provisions of ERISA, the Internal Revenue Code, and any other applicable federal or state laws, law; and (iv) no Lien action shall be taken or fail to be taken that would result in favor the disqualification or the PBGC or a Plan has arisen or is reasonably likely to arise on account loss of tax-exempt status of any Plan.such Plan intended to be qualified and/or tax exempt; and (b) No liability With respect to any “multiemployer plan,” (i) Mezzanine Borrower has been not, since September 26, 1980, made or suffered a “complete withdrawal” or a “partial withdrawal,” as such terms are respectively defined in Sections 4203 and 4205 of ERISA, (ii) Mezzanine Borrower has made and shall continue to make when due all required contributions to all such “multiemployer plans” and (iii) no ERISA Affiliate has, since September 26, 1980, made or suffered a “complete withdrawal” or a “partial withdrawal,” as such terms are respectively defined in Sections 4203 and 4205 of ERISA which withdrawal is reasonably expected by the Borrower to be incurred under Sections 4062, 4063 or 4064 of ERISA with respect to any Single Employer Plan by the Borrower or any of its Subsidiarieshave a Material Adverse Effect. (c) The actuarial present value Mezzanine Borrower is not an employee benefit plan, as defined in Section 3(3) of all “benefit liabilities” under each Single Employer Plan (determined ERISA, whether or not subject to Title I of ERISA, none of the assets of Mezzanine Borrower, Guarantor or Mortgage Borrower constitutes or will constitute plan assets of one or more such plans within the meaning of 29 C.F.R. Section 401(a)(2) 2510.3-101 and transactions by or with any of the CodeMezzanine Borrower, utilizing the actuarial assumptions used Guarantor, and Mortgage Borrower are not subject to fund such Plans)similar laws regulating investment of, whether or not vestedand fiduciary obligations with respect to, did not, as of the last annual valuation date prior plans similar to the date on which this representation is made or deemed made, exceed the current value of the assets of such Plan allocable to such accrued liabilities, except as disclosed in the Borrower’s financial statements. (d) Neither the Borrower nor any ERISA Affiliate has incurred, or, to the best knowledge of the Borrower, is reasonably expected to incur, any withdrawal liability under ERISA to any Multiemployer Plan or Multiple Employer Plan. Neither the Borrower nor any ERISA Affiliate has received any notification that any Multiemployer Plan is in reorganization (within the meaning of Section 4241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA), or has been terminated (within the meaning of Title IV of ERISA), and no Multiemployer Plan is, to the best knowledge of the Borrower, reasonably expected to be in reorganization, insolvent, or terminated. (e) No prohibited transaction (within the meaning provisions of Section 406 of ERISA or Section 4975 of the Code) Code currently in effect which prohibit or breach of fiduciary responsibility has occurred with respect to a Plan, which has subjected or would be reasonably likely to subject otherwise restrict the Borrower or any ERISA Affiliate to any liability under Sections 406, 409, 502(i), or 502(1) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which the Borrower or any ERISA Affiliate has agreed or is required to indemnify any person against any such liabilitytransactions contemplated by this Agreement. (f) The present value (determined using actuarial and other assumptions that are reasonable with respect to the benefits provided and the employees participating) of the liability of the Borrower and each ERISA Affiliate for post-retirement welfare benefits to be provided to their current and former employees under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA), net of all assets under all such Plans allocable to such benefits, are reflected on the financial statements referenced in Section 7.1 in accordance with FASB 106. (g) Each Plan that is a welfare plan (as defined in Section 3(1) of ERISA) to which Sections 601-609 of ERISA and Section 4980B of the Code apply has been administered in compliance in all material respects with such sections.

ERISA. Except (a) Mezzanine Borrower does not maintain or contribute to and is not required to contribute to, an "employee benefit plan" as defined by Section 3(3) of ERISA, which is subject to Title IV of ERISA (other than a "multiemployer plan" as defined by Section 3(37) of ERISA), and Mezzanine Borrower (i) has no knowledge of any material liability which has been incurred or is expected to be incurred by Mezzanine Borrower which is reasonably likely to result in a Material Adverse Effect and is or remains unsatisfied for any taxes or penalties or unfunded contributions with respect to any "employee benefit plan" or any "plan," within the meaning of Section 4975(e)(1) of the Internal Revenue Code or any other benefit plan (other than a "multiemployer plan") maintained, contributed to, or required to be contributed to by Mezzanine Borrower or by any entity that is under common control with Mezzanine Borrower within the meaning Section 4001(a)(14) of ERISA (each, an ERISA Affiliate) (each, a Plan) or any plan that would not result or be a Plan but for the fact that it is a multiemployer plan within the meaning of ERISA Section 3(37); and (ii) has made and shall continue to make when due all required contributions to all such Plans (other than Plans relating to ERISA Affiliates), if any, where the failure to so contribute is reasonably expected likely to result in a Material Adverse Effect: . Each such Plan (a) During the five-year period prior other than Plans relating to the date on which this representation is made or deemed made (i) no Termination Event has occurredERISA Affiliates), and, to the best knowledge of the Borrower, no event or condition has occurred or exists as a result of which any Termination Event would be reasonably expected to occur, with respect to any Plan, (ii) no “accumulated funding deficiency,” as such term is defined in Section 302 of ERISA and Section 412 of the Code, whether or not waivedif any, has occurred with respect to any Plan, (iii) each Plan has been maintained, operated, and funded in compliance with its own terms and will be administered in material compliance with its terms and the applicable provisions of ERISA, the Internal Revenue Code, and any other applicable federal or state laws, law; and (iv) no Lien action shall be taken or fail to be taken that would result in favor the disqualification or the PBGC or a Plan has arisen or is reasonably likely to arise on account loss of tax-exempt status of any Plan.such Plan intended to be qualified and/or tax exempt; and (b) No liability With respect to any "multiemployer plan," (i) Mezzanine Borrower has been not, since September 26, 1980, made or suffered a "complete withdrawal" or a "partial withdrawal," as such terms are respectively defined in Sections 4203 and 4205 of ERISA, (ii) Mezzanine Borrower has made and shall continue to make when due all required contributions to all such "multiemployer plans" and (iii) no ERISA Affiliate has, since September 26, 1980, made or suffered a "complete withdrawal" or a "partial withdrawal," as such terms are respectively defined in Sections 4203 and 4205 of ERISA which withdrawal is reasonably expected by the Borrower to be incurred under Sections 4062, 4063 or 4064 of ERISA with respect to any Single Employer Plan by the Borrower or any of its Subsidiarieshave a Material Adverse Effect. (c) The actuarial present value Mezzanine Borrower is not an employee benefit plan, as defined in Section 3(3) of all “benefit liabilities” under each Single Employer Plan (determined ERISA, whether or not subject to Title I of ERISA, none of the assets of Mezzanine Borrower, Guarantor or Mortgage Borrower constitutes or will constitute plan assets of one or more such plans within the meaning of 29 C.F.R. Section 401(a)(2) 2510.3-101 and transactions by or with any of the CodeMezzanine Borrower, utilizing the actuarial assumptions used Guarantor or Mortgage Borrower are not subject to fund such Plans)similar laws regulating investment of, whether or not vestedand fiduciary obligations with respect to, did not, as of the last annual valuation date prior plans similar to the date on which this representation is made or deemed made, exceed the current value of the assets of such Plan allocable to such accrued liabilities, except as disclosed in the Borrower’s financial statements. (d) Neither the Borrower nor any ERISA Affiliate has incurred, or, to the best knowledge of the Borrower, is reasonably expected to incur, any withdrawal liability under ERISA to any Multiemployer Plan or Multiple Employer Plan. Neither the Borrower nor any ERISA Affiliate has received any notification that any Multiemployer Plan is in reorganization (within the meaning of Section 4241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA), or has been terminated (within the meaning of Title IV of ERISA), and no Multiemployer Plan is, to the best knowledge of the Borrower, reasonably expected to be in reorganization, insolvent, or terminated. (e) No prohibited transaction (within the meaning provisions of Section 406 of ERISA or Section 4975 of the Code) Code currently in effect which prohibit or breach of fiduciary responsibility has occurred with respect to a Plan, which has subjected or would be reasonably likely to subject otherwise restrict the Borrower or any ERISA Affiliate to any liability under Sections 406, 409, 502(i), or 502(1) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which the Borrower or any ERISA Affiliate has agreed or is required to indemnify any person against any such liabilitytransactions contemplated by this Agreement. (f) The present value (determined using actuarial and other assumptions that are reasonable with respect to the benefits provided and the employees participating) of the liability of the Borrower and each ERISA Affiliate for post-retirement welfare benefits to be provided to their current and former employees under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA), net of all assets under all such Plans allocable to such benefits, are reflected on the financial statements referenced in Section 7.1 in accordance with FASB 106. (g) Each Plan that is a welfare plan (as defined in Section 3(1) of ERISA) to which Sections 601-609 of ERISA and Section 4980B of the Code apply has been administered in compliance in all material respects with such sections.

ERISA. Except (a) During the five year period prior to each date as would not result of which this representation is made, or be deemed made, with respect to any Plan (or, with respect to (vi) or (viii) below, as of the date such representation is made or deemed made), none of the following events or conditions, either individually or in the aggregate, has resulted or is reasonably expected likely to result in a Material Adverse Effect: (a) During the five-year period prior to the date on which this representation is made or deemed made : (i) no Termination Event has occurred, and, to the best knowledge of the Borrower, no event or condition has occurred or exists as a result of which any Termination Event would be reasonably expected to occur, with respect to any Plan, Reportable Event; (ii) no an “accumulated funding deficiency,” as such term is defined in Section 302 (within the meaning of ERISA and Section 412 of the Code, whether Code or not waived, has occurred with respect to any Plan, Section 302 of ERISA); (iii) each Plan has been maintained, operated, and funded in compliance with its own terms and in material compliance any noncompliance with the applicable provisions of ERISA, ERISA or the Code, and any other applicable federal or state laws, and ; (iv) no a termination of a Single Employer Plan (other than a standard termination pursuant to Section 4041(b) of ERISA); (v) a Lien on the property of the Borrower or its Restricted Subsidiaries in favor or of the PBGC or a Plan has arisen or is reasonably likely to arise on account of Plan; (vi) any Plan. (b) No liability has been or is reasonably expected by the Borrower to be incurred under Sections 4062, 4063 or 4064 of ERISA Underfunding with respect to any Single Employer Plan; (vii) a complete or partial withdrawal from any Multiemployer Plan by the Borrower or any of its Subsidiaries. Commonly Controlled Entity; (cviii) The actuarial present value of all “benefit liabilities” under each Single Employer Plan (determined within the meaning of Section 401(a)(2) any liability of the Code, utilizing Borrower or any Commonly Controlled Entity under ERISA if the actuarial assumptions used Borrower or any such Commonly Controlled Entity were to fund such Plans), whether or not vested, did not, withdraw completely from all Multiemployer Plans as of the last annual valuation date prior to most closely preceding the date on which this representation is made or deemed made, exceed ; (ix) the current value Reorganization or Insolvency of any Multiemployer Plan; or (x) any transactions that resulted or could reasonably be expected to result in any liability to the Borrower or any Commonly Controlled Entity under Section 4069 of ERISA or Section 4212(c) of ERISA; provided that the representation made in clauses (ii) and (ix) of this subsection 4.13(a) with respect to a Multiemployer Plan is based on knowledge of the assets of such Plan allocable to such accrued liabilities, except as disclosed in the Borrower’s financial statements. (db) Neither With respect to any Foreign Plan, none of the following events or conditions exists and is continuing that, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect: (i) substantial non-compliance with its terms and with the requirements of any and all applicable laws, statutes, rules, regulations and orders; (ii) failure to be maintained, where required, in good standing with applicable regulatory authorities; (iii) any obligation of the Borrower nor or its Restricted Subsidiaries in connection with the termination or partial termination of, or withdrawal from, any ERISA Affiliate has incurredForeign Plan; (iv) any Lien on the property of the Borrower or its Restricted Subsidiaries in favor of a Governmental Authority as a result of any action or inaction regarding a Foreign Plan; (v) for each Foreign Plan that is a funded or insured plan, orfailure to be funded or insured on an ongoing basis to the extent required by applicable non-U.S. law (using actuarial methods and assumptions which are consistent with the valuations last filed with the applicable Governmental Authorities); (vi) any facts that, to the best knowledge of the BorrowerBorrower or any of its Restricted Subsidiaries, is exist that would reasonably be expected to incur, give rise to a dispute and any withdrawal liability under ERISA to any Multiemployer Plan pending or Multiple Employer Plan. Neither the Borrower nor any ERISA Affiliate has received any notification that any Multiemployer Plan is in reorganization (within the meaning of Section 4241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA), or has been terminated (within the meaning of Title IV of ERISA), and no Multiemployer Plan isthreatened disputes that, to the best knowledge of the BorrowerBorrower or any of its Restricted Subsidiaries, would reasonably be expected to be result in reorganization, insolvent, or terminated. (e) No prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) or breach of fiduciary responsibility has occurred with respect a material liability to a Plan, which has subjected or would be reasonably likely to subject the Borrower or any ERISA Affiliate of its Restricted Subsidiaries concerning the assets of any Foreign Plan (other than individual claims for the payment of benefits); and (vii) failure to any liability under Sections 406, 409, 502(i), or 502(1) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which the Borrower or any ERISA Affiliate has agreed or is required to indemnify any person against any such liability. (f) The present value (determined using actuarial and other assumptions that are reasonable with respect make all contributions in a timely manner to the benefits provided and the employees participating) of the liability of the Borrower and each ERISA Affiliate for postextent required by applicable non-retirement welfare benefits to be provided to their current and former employees under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA), net of all assets under all such Plans allocable to such benefits, are reflected on the financial statements referenced in Section 7.1 in accordance with FASB 106U.S. law. (g) Each Plan that is a welfare plan (as defined in Section 3(1) of ERISA) to which Sections 601-609 of ERISA and Section 4980B of the Code apply has been administered in compliance in all material respects with such sections.

ERISA. Except as would not result reasonably be expected, either individually or be reasonably expected in the aggregate, to result in have a Material Adverse Effect: : (ai) During neither a Reportable Event nor a failure to meet the minimum funding standards (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) has occurred during the five-year period prior to the date on which this representation is made or deemed made (i) no Termination Event has occurred, and, to the best knowledge of the Borrower, no event or condition has occurred or exists as a result of which any Termination Event would be reasonably expected to occur, with respect to any Single Employer Plan, and each Single Employer Plan has complied with the applicable provisions of ERISA and the Code; (ii) no “accumulated funding deficiency,” as such term is defined in Section 302 termination of ERISA and Section 412 of the Code, whether or not waived, has occurred with respect to any Plan, (iii) each a Single Employer Plan has been maintained, operatedoccurred, and funded in compliance with its own terms and in material compliance with the provisions of ERISA, the Code, and any other applicable federal or state laws, and (iv) no Lien in favor or of the PBGC or a Plan has arisen or is reasonably likely to arise on account the assets of any Plan. (b) No liability has been or is reasonably expected by the Borrower to be incurred under Sections 4062, 4063 or 4064 of ERISA with respect to any Single Employer Plan by the Borrower or any of its Restricted Subsidiaries. (c) The actuarial , during such five-year period; the present value of all “benefit liabilities” accrued benefits under each Single Employer Plan (determined within the meaning of Section 401(a)(2) of the Code, utilizing the actuarial based on those assumptions used to fund such Plans), whether or not vested, ) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the current value of the assets of such Single Employer Plan allocable to such accrued liabilities, except as disclosed in the Borrower’s financial statements. benefits; (diii) Neither the Borrower nor any ERISA Affiliate has incurred, or, to the best knowledge none of the Borrower, is reasonably expected to incur, any withdrawal liability under ERISA to any Multiemployer Plan or Multiple Employer Plan. Neither the Borrower nor any ERISA Affiliate has received any notification that any Multiemployer Plan is in reorganization (within the meaning of Section 4241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA), or has been terminated (within the meaning of Title IV of ERISA), and no Multiemployer Plan is, to the best knowledge of the Borrower, reasonably expected to be in reorganization, insolvent, or terminated. (e) No prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) or breach of fiduciary responsibility has occurred with respect to a Plan, which has subjected or would be reasonably likely to subject the Borrower or any ERISA Affiliate of its Restricted Subsidiaries has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected to result in a liability under ERISA; (iv) none of the Borrower or any of its Restricted Subsidiaries would become subject to any liability under Sections 406, 409, 502(i), or 502(1) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which if the Borrower or any ERISA Affiliate has agreed or is required such Restricted Subsidiary were to indemnify any person against any such liability. (f) The present value (determined using actuarial and other assumptions that are reasonable with respect to the benefits provided and the employees participating) withdraw completely from all Multiemployer Plans as of the liability of valuation date most closely preceding the Borrower date on which this representation is made; and each ERISA Affiliate for post-retirement welfare benefits to be provided to their current and former employees under Plans that are welfare benefit plans (as defined in Section 3(1v) of ERISA), net of all assets under all such Plans allocable to such benefits, are reflected on the financial statements referenced in Section 7.1 in accordance with FASB 106no Multiemployer Plan is Insolvent. (g) Each Plan that is a welfare plan (as defined in Section 3(1) of ERISA) to which Sections 601-609 of ERISA and Section 4980B of the Code apply has been administered in compliance in all material respects with such sections.

ERISA. (a) Except as would not result or reasonably be reasonably expected to result in have a Material Adverse Effect: (a) During , during the five-year period prior to the date on which this representation is made or deemed made made: (i) no Termination ERISA Event has occurred, and, to the best knowledge of the BorrowerBorrowers' or any ERISA Affiliate's knowledge, no event or condition has occurred or exists as a result of which any Termination ERISA Event would could reasonably be reasonably expected to occur, with respect to any Plan, ; (ii) no “"accumulated funding deficiency,” " as such term is defined in Section 302 of ERISA and Section 412 of the Code, whether or not waived, has occurred with respect to any Plan, ; (iii) each Plan, Single Employer Plan and, to the best of the Borrowers' or any ERISA Affiliate's knowledge, each Multiemployer Plan has been maintained, operated, and funded in compliance with its own terms and in material compliance with the provisions of ERISA, the Code, and any other applicable federal or state laws, ; and (iv) no Lien in favor or the PBGC or a Plan has arisen or is reasonably likely to arise on account of any Plan. (b) No liability has been or is reasonably expected by Except as set forth in the Borrower to be incurred under Sections 4062Financial Statements, 4063 or 4064 of ERISA with respect to any Single Employer Plan by the Borrower or any of its Subsidiaries. (c) The actuarial present value of all “"benefit liabilities” under each Single Employer Plan (determined within the meaning of Section 401(a)(2) of the Code, utilizing the actuarial assumptions used to fund such Plans)" on a going concern basis, whether or not vested, did notunder each Single Employer Plan, as of the last annual valuation date prior to the date on which this representation is made or deemed mademade (determined, in each case, utilizing the actuarial assumptions used in such Plan's most recent actuarial valuation report), did not exceed as of such valuation date the current fair market value of the assets of such Plan allocable to such accrued liabilities, except as disclosed in the Borrower’s financial statementsPlan. (dc) Neither Except as would not reasonably be expected to have a Material Adverse Effect, neither the Borrower Borrowers nor any ERISA Affiliate has not incurred, or, to the best knowledge of the BorrowerBorrowers' or any ERISA Affiliate's knowledge, is reasonably expected to incur, any withdrawal liability under ERISA with respect to any Multiemployer Plan or Multiple Employer Plan. Except as would not reasonably be expected to have a Material Adverse Effect, neither Borrower nor any ERISA Affiliate would become subject to any withdrawal liability under ERISA if such Borrower or any such ERISA Affiliate were to withdraw completely from all Multiemployer Plans and Multiple Employer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. Neither the Borrower nor any ERISA Affiliate has received any notification that any Multiemployer Plan is in reorganization (within the meaning of Section 4241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA), or has been terminated (within the meaning of Title IV of ERISA), and no Multiemployer Plan is, to the best knowledge of the BorrowerBorrowers' or any ERISA Affiliate's knowledge, reasonably expected to be in reorganization, insolvent, or terminated. (ed) No prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) or breach of fiduciary responsibility has occurred with respect to a Plan, Plan which has subjected or would be reasonably likely to may subject the Borrower Borrowers or any ERISA Affiliate to any liability under Sections 406, 409, 502(i), or 502(1502(l) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which the Borrower Borrowers or any ERISA Affiliate has agreed or is required to indemnify any person against any such liability. (fe) The present value (determined using actuarial Except as set forth in the Financial Statements, the Borrowers and other assumptions that are reasonable their ERISA Affiliates have no material liability with respect to the benefits provided and the employees participating) of the liability of the Borrower and each ERISA Affiliate for "expected post-retirement welfare benefits to be provided to their current and former employees under Plans that are welfare benefit plans (as defined in Section 3(1) obligations" within the meaning of ERISA), net of all assets under all such Plans allocable to such benefits, are reflected on the financial statements referenced in Section 7.1 in accordance with FASB Financial Accounting Standards Board Statement 106. (g) . Each Plan that which is a welfare plan (as defined in Section 3(1) of ERISA) to which Sections 601-609 of ERISA and Section 4980B of the Code apply has been administered in compliance in all material respects with such sections. (f) All Canadian benefit plans and Canadian pension plans and any similar plans of the Canadian Borrower and its Subsidiaries are duly registered under the provisions of the Income Tax Act (Canada), have been administered in accordance with such statute and no event has occurred which would cause a loss of such registered status. All material obligations of the Canadian Borrower and its Subsidiaries (including fiduciary and funding obligations) under such plans required to be performed have been performed. There are no outstanding disputes concerning the assets held in the funding media for such plans. All contributions or premiums required to be made by the Canadian Borrower or its Subsidiaries to such plans have been made in a timely fashion in accordance with the terms of such plans and applicable laws. Each of such plans is fully funded and there exists no going concern unfunded actuarial liabilities or solvency deficiencies in respect of such plans.

ERISA. Except as would not result (a) 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 reasonably expected to result in a Material Adverse Effect: (a) During . Except as, either individually or in the five-year period prior aggregate, has not had, and could not reasonably be expected to result in, a Material Adverse Effect, the date on which this representation is made or deemed made Borrower and its Subsidiaries and their ERISA Affiliates (i) no Termination Event has occurred, and, to have fulfilled their respective obligations under the best knowledge minimum funding standards of ERISA and the Borrower, no event or condition has occurred or exists as a result of which any Termination Event would be reasonably expected to occur, Code with respect to any Plan, (ii) no “accumulated funding deficiency,” as such term is defined each Plan and are in Section 302 compliance with the applicable provisions of ERISA and Section 412 of the Code, whether or not waived, has occurred with respect to any Plan, (iii) each Plan has been maintained, operated, and funded in compliance with its own terms and in material compliance with the provisions of ERISA, the Code, and (ii) have not incurred any other applicable federal or state laws, and (iv) no Lien in favor or liability to the PBGC or a any Plan has arisen or is reasonably likely Multiemployer Plan (other than to arise on account make contributions in the ordinary course of any Planbusiness). (b) No liability Except as, either individually or in the aggregate, has not had, and could not reasonably be expected to result in, a Material Adverse Effect, (i) each Foreign Pension Plan has been or is reasonably expected by maintained in compliance with its terms and with the Borrower requirements of any and all applicable laws, statutes, rules, regulations and orders and has been maintained, where required, in good standing with applicable regulatory authorities, (ii) all contributions required to be incurred under Sections 4062, 4063 or 4064 of ERISA made with respect to any Single Employer a Foreign Pension Plan by have been timely made, (iii) neither the Borrower or nor any of its Subsidiaries. Subsidiaries has incurred any obligation in connection with the termination of, or withdrawal from, any Foreign Pension Plan and (civ) The actuarial the present value of all “the accrued benefit liabilities” under each Single Employer Plan liabilities (determined within the meaning of Section 401(a)(2) of the Code, utilizing the actuarial assumptions used to fund such Plans), whether or not vested) under each Foreign Pension Plan that is required to be funded, did not, determined as of the last annual valuation date prior to end of the date most recently ended Fiscal Year on the basis of actuarial assumptions, each of which this representation is made or deemed madereasonable, did not exceed the current value of the assets of such Foreign Pension Plan allocable to such accrued benefit liabilities, except as disclosed in the Borrower’s financial statements. (dc) Neither None of the Borrower nor or any ERISA Affiliate has incurredof its Subsidiaries is an entity deemed to hold “plan assets” (within the meaning of the Plan Asset Regulations), or, and to the best knowledge of the Borrower, is reasonably expected to incur, any withdrawal liability under ERISA to any Multiemployer Plan or Multiple Employer Plan. Neither the Borrower nor any ERISA Affiliate has received any notification that any Multiemployer Plan is in reorganization (within the meaning of Section 4241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA), or has been terminated (within the meaning of Title IV of ERISA), and no Multiemployer Plan is, to the best knowledge none of the Borrowerexecution, reasonably expected delivery or performance of the transactions contemplated under this Agreement, including the making of any Loan and the issuance of any Letter of Credit hereunder, will give rise to be in reorganization, insolvent, or terminated. (e) No a non-exempt prohibited transaction (within the meaning of under Section 406 of ERISA or Section 4975 of the Code) or breach of fiduciary responsibility has occurred with respect to a Plan, which has subjected or would be reasonably likely to subject the Borrower or any ERISA Affiliate to any liability under Sections 406, 409, 502(i), or 502(1) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which the Borrower or any ERISA Affiliate has agreed or is required to indemnify any person against any such liability. (f) The present value (determined using actuarial and other assumptions that are reasonable with respect to the benefits provided and the employees participating) of the liability of the Borrower and each ERISA Affiliate for post-retirement welfare benefits to be provided to their current and former employees under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA), net of all assets under all such Plans allocable to such benefits, are reflected on the financial statements referenced in Section 7.1 in accordance with FASB 106. (g) Each Plan that is a welfare plan (as defined in Section 3(1) of ERISA) to which Sections 601-609 of ERISA and Section 4980B of the Code apply has been administered in compliance in all material respects with such sections.

ERISA. Except (a) With respect to any Plan (or, with respect to (vi) or (viii) below, as of the date such representation is made or deemed made), none of the following events or conditions exists, has occurred, or is reasonably expected to occur, which either individually or in the aggregate, would not result or reasonably be reasonably expected to result in a Material Adverse Effect: (a) During the five-year period prior to the date on which this representation is made or deemed made : (i) no Termination Event has occurred, and, to the best knowledge of the Borrower, no event or condition has occurred or exists as a result of which any Termination Event would be reasonably expected to occur, with respect to any Plan, Reportable Event; (ii) no an “accumulated funding deficiency,” as such term is defined in Section 302 (within the meaning of ERISA and Section 412 of the Code, whether Code or not waived, has occurred with respect to any Plan, Section 302 of ERISA); (iii) each Plan has been maintained, operated, and funded in compliance with its own terms and in material compliance any noncompliance with the applicable provisions of ERISA, ERISA or the Code, and any other applicable federal or state laws, and ; (iv) no a termination of a Single Employer Plan (other than a standard termination pursuant to Section 4041(b) of ERISA); (v) a Lien on the property of the Borrower or its Restricted Subsidiaries in favor or of the PBGC or a Plan has arisen or is reasonably likely to arise on account of Plan; (vi) any Plan. (b) No liability has been or is reasonably expected by the Borrower to be incurred under Sections 4062, 4063 or 4064 of ERISA Underfunding with respect to any Single Employer Plan; (vii) a complete or partial withdrawal from any Multiemployer Plan by the Borrower or any of its Subsidiaries. Commonly Controlled Entity; (cviii) The actuarial present value of all “benefit liabilities” under each Single Employer Plan (determined within the meaning of Section 401(a)(2) any liability of the Code, utilizing Borrower or any Commonly Controlled Entity under ERISA if the actuarial assumptions used Borrower or any such Commonly Controlled Entity were to fund such Plans), whether or not vested, did not, withdraw completely from all Multiemployer Plans as of the last annual valuation date prior to most closely preceding the date on which this representation is made or deemed made, exceed ; (ix) the current value Reorganization or Insolvency of any Multiemployer Plan; or (x) any transactions that resulted or could reasonably be expected to result in any liability to the Borrower or any Commonly Controlled Entity under Section 4069 of ERISA or Section 4212(c) of ERISA; provided that the representation made in clauses (ii) and (ix) of this subsection 4.11(a) with respect to a Multiemployer Plan is based on knowledge of the assets of such Plan allocable to such accrued liabilities, except as disclosed in the Borrower’s financial statements. (db) Neither With respect to any Foreign Plan, none of the following events or conditions exists, has occurred, or is reasonably expected to occur, which either individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect: (i) substantial non-compliance with its terms and with the requirements of any and all applicable laws, statutes, rules, regulations and orders; (ii) failure to be maintained, where required, in good standing with applicable regulatory authorities; (iii) any obligation of the Borrower nor or its Restricted Subsidiaries in connection with the termination or partial termination of, or withdrawal from, any ERISA Affiliate has incurredForeign Plan; (iv) any Lien on the property of the Borrower or its Restricted Subsidiaries in favor of a Governmental Authority as a result of any action or inaction regarding a Foreign Plan; (v) for each Foreign Plan that is a funded or insured plan, orfailure to be funded or insured on an ongoing basis to the extent required by applicable non-U.S. law (using actuarial methods and assumptions which are consistent with the valuations last filed with the applicable Governmental Authorities); (vi) any facts that, to the best knowledge of the BorrowerBorrower and its Restricted Subsidiaries, is exist that would reasonably be expected to incur, give rise to a dispute and any withdrawal liability under ERISA to any Multiemployer Plan pending or Multiple Employer Plan. Neither the Borrower nor any ERISA Affiliate has received any notification that any Multiemployer Plan is in reorganization (within the meaning of Section 4241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA), or has been terminated (within the meaning of Title IV of ERISA), and no Multiemployer Plan isthreatened disputes that, to the best knowledge of the BorrowerBorrower and its Restricted Subsidiaries, would reasonably be expected to be result in reorganization, insolvent, or terminated. (e) No prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) or breach of fiduciary responsibility has occurred with respect a material liability to a Plan, which has subjected or would be reasonably likely to subject the Borrower or any ERISA Affiliate of its Restricted Subsidiaries concerning the assets of any Foreign Plan (other than individual claims for the payment of benefits); and (vii) failure to any liability under Sections 406, 409, 502(i), or 502(1) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which the Borrower or any ERISA Affiliate has agreed or is required to indemnify any person against any such liability. (f) The present value (determined using actuarial and other assumptions that are reasonable with respect make all contributions in a timely manner to the benefits provided and the employees participating) of the liability of the Borrower and each ERISA Affiliate for postextent required by applicable non-retirement welfare benefits to be provided to their current and former employees under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA), net of all assets under all such Plans allocable to such benefits, are reflected on the financial statements referenced in Section 7.1 in accordance with FASB 106U.S. law. (g) Each Plan that is a welfare plan (as defined in Section 3(1) of ERISA) to which Sections 601-609 of ERISA and Section 4980B of the Code apply has been administered in compliance in all material respects with such sections.

ERISA. (a) Except as would not result or reasonably be reasonably expected to result in a Material Adverse Effect: (a) During the five-year period prior to the date on which this representation is made or deemed made (i) no Termination Event has occurred, and, to the best knowledge of the Borrower, no event or condition has occurred or exists as a result of which any Termination Event would be reasonably expected to occur, with respect to any Plan, (ii) no “accumulated funding deficiency,” as such term is defined in Section 302 of ERISA and Section 412 of the Code, whether or not waived, has occurred with respect to any Plan, (iii) each Each Single Employer Plan has been maintained, operated, and funded in compliance with its own terms and in material compliance with the provisions of ERISA, the Code, and any other applicable federal or state laws, regulations and (ivpublished interpretations thereunder, except for any required amendments for which the remedial amendment period as defined in Section 401(b) no Lien in favor or of the PBGC or Code has not yet expired. Each Single Employer Plan that is intended to be qualified under Section 401(a) of the Code has been determined by the 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 except for such plans that have not yet received determination letters but for which the remedial amendment period for submitting a Plan determination letter has arisen or is reasonably likely to arise on account of any Plan. (b) not yet expired. No liability has been or is reasonably expected incurred by the Borrower to be incurred under Sections 4062, 4063 or 4064 of any ERISA Affiliate which remains unsatisfied for any taxes or penalties assessed with respect to any Single Employer Plan by the Borrower or any of its Subsidiaries.Multiemployer Plan except for a liability that could not reasonably be expected to have a Material Adverse Effect; (cii) The actuarial present value of all “benefit liabilities” under each Single Employer Plan (determined within the meaning of Section 401(a)(2) of the Code, utilizing the actuarial assumptions used to fund such Plans), whether No ERISA Event has occurred or not vested, did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the current value of the assets of such Plan allocable to such accrued liabilities, except as disclosed in the Borrower’s financial statements. (d) Neither the Borrower nor any ERISA Affiliate has incurred, or, to the best knowledge of the Borrower, is reasonably expected to incur, any withdrawal liability under ERISA to any Multiemployer Plan or Multiple Employer Plan. Neither the Borrower nor any ERISA Affiliate has received any notification that any Multiemployer Plan is in reorganization (within the meaning of Section 4241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA), or has been terminated (within the meaning of Title IV of ERISA), and no Multiemployer Plan is, to the best knowledge of the Borrower, reasonably expected to be in reorganization, insolvent, or terminated.occur; (eiii) No prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) or breach of fiduciary responsibility has occurred with respect to a Plan, Single Employer Plan which has subjected or would be reasonably likely to subject the Borrower or any ERISA Affiliate to any liability under Sections 406, 409, 502(i), or 502(1502(l) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which the Borrower or any ERISA Affiliate has agreed or is required to indemnify any person against any such liability. (fiv) The present value No proceeding, claim (determined using actuarial and other assumptions that are reasonable with respect than a benefits claim in the ordinary course of business), lawsuit and/or investigation is existing or, to the benefits provided and the employees participating) best of the liability knowledge of the Borrower and each ERISA Affiliate for post-retirement welfare benefits to be provided to their current and former employees under Plans that are after due inquiry, threatened concerning or involving (i) any employee welfare benefit plans (as defined in Section 3(1) of ERISA), net of all assets under all such Plans allocable to such benefits, are reflected on the financial statements referenced in Section 7.1 in accordance with FASB 106. (g) Each Plan that is a welfare plan (as defined in Section 3(1) of ERISA) currently maintained or contributed to by the Borrower or any ERISA Affiliate (a “Welfare Plan”), (ii) any Single Employer Plan or (iii) any Multiemployer Plan. (v) Each Welfare Plan to which Sections 601-609 of ERISA and Section 4980B of the Code apply has been administered in compliance in all material respects with such sections. (b) 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 in connection with the Loans or the Commitment.

ERISA. Except as would not result or be reasonably expected to result in a Material Adverse Effect: (ai) During No Reportable Event has occurred during the five-year period prior to the date on which this representation is made or deemed made (i) no Termination Event has occurred, and, to the best knowledge of the Borrower, no event or condition has occurred or exists as a result of which any Termination Event would be reasonably expected to occur, with respect to any Plan, ; (ii) no “accumulated Plan has had a failure to satisfy the minimum funding deficiency,” as such term is defined in Section standard of Sections 412 and 430 of the Code or Sections 302 or 303 of ERISA and Section 412 of the Code, (whether or not waivedwaived in accordance with Section 412(c) of the Code or Section 302(c) of ERISA), nor has occurred there been a failure to timely make any required installment payments under Section 430(j) of the Code with respect to any Plan, Plan or a failure to timely make any required contribution to a Multiemployer Plan during such five-year period; (iii) each Plan has been maintained, operated, complied with the applicable provisions of ERISA and funded in compliance with its own terms and the Code except as any failure to comply could not reasonably be expected to result in material compliance with the provisions of ERISA, the Code, and liability to any other applicable federal or state laws, and Group Member; (iv) no termination of a Single Employer Plan has occurred and no proceedings have been instituted to terminate or appoint a trustee to administer any Single Employer Plan, during such five-year period; (v) no Lien in favor or of the PBGC or a Plan has arisen or arisen, or, to the knowledge of any Borrower, is reasonably likely to arise on account of any Plan. arise, during such five-year period, (bvi) No liability has been or is reasonably expected by the Borrower to be incurred under Sections 4062, 4063 or 4064 of ERISA with respect to any Single Employer Plan by the Borrower or any of its Subsidiaries. (c) The actuarial present value of all “benefit liabilities” accrued benefits under each Single Employer Plan (determined within the meaning of Section 401(a)(2) of the Code, utilizing the actuarial based on those assumptions used to fund such Plans), whether or not vested, ) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the current value of the assets of such Plan allocable to such accrued liabilities, except as disclosed in the Borrower’s financial statements. benefits; (dvii) Neither the neither any Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan and neither any Borrower nor any Commonly Controlled Entity would become subject to any liability under ERISA Affiliate if such Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made; (viii) no such Multiemployer Plan is in Reorganization or Insolvent pursuant to Sections 4241 or 4245, respectively, of ERISA; (ix) each Plan which is intended to be qualified under Section 401(a) of the Code has incurredreceived a favorable determination letter (or there is pending, or remains time to file, a submission seeking a determination letter) from the Internal Revenue Service to the effect that it meets the requirements of Sections 401(a) and 501(a) of the Code or is maintained pursuant to a prototype or volume submitter plan document which is the subject of a favorable opinion or advisory letter from the Internal Revenue Service to the sponsor of the prototype or volume submitter plan document; and (x) no action, suit, proceeding, hearing, government audit or investigation with respect to the administration, operation or the investment of assets of any Plan (other than routine claims for benefits and other immaterial matters) is pending, expected or, to the best knowledge of the any Borrower, is threatened, that could reasonably be expected to incur, any withdrawal result in a material liability under ERISA to any Multiemployer Plan or Multiple Employer Plan. Neither the Borrower nor any ERISA Affiliate has received any notification that any Multiemployer Plan is in reorganization (within the meaning of Section 4241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA), or has been terminated (within the meaning of Title IV of ERISA), and no Multiemployer Plan is, to the best knowledge of the Borrower, reasonably expected to be in reorganization, insolvent, or terminatedGroup Member. (e) No prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) or breach of fiduciary responsibility has occurred with respect to a Plan, which has subjected or would be reasonably likely to subject the Borrower or any ERISA Affiliate to any liability under Sections 406, 409, 502(i), or 502(1) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which the Borrower or any ERISA Affiliate has agreed or is required to indemnify any person against any such liability. (f) The present value (determined using actuarial and other assumptions that are reasonable with respect to the benefits provided and the employees participating) of the liability of the Borrower and each ERISA Affiliate for post-retirement welfare benefits to be provided to their current and former employees under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA), net of all assets under all such Plans allocable to such benefits, are reflected on the financial statements referenced in Section 7.1 in accordance with FASB 106. (g) Each Plan that is a welfare plan (as defined in Section 3(1) of ERISA) to which Sections 601-609 of ERISA and Section 4980B of the Code apply has been administered in compliance in all material respects with such sections.

ERISA. Except as described on Schedule 6.12 or which would not result or reasonably be reasonably expected to result in have a Material Adverse Effect: (a) During the five-year period prior to the date on which this representation is made or deemed made made: (i) no Termination ERISA Event has occurred, and, to the best knowledge of the BorrowerCredit Parties, no event or condition has occurred or exists as a result of which any Termination ERISA Event would could reasonably be reasonably expected to occur, with respect to any Plan, ; (ii) no “"accumulated funding deficiency,” " as such term is defined in Section 302 of ERISA and Section 412 of the Code, whether or not waived, has occurred with respect to any Plan, ; (iii) each Plan has been maintained, operated, and funded in compliance with its own terms and in material compliance with the provisions of ERISA, the Code, and any other applicable federal or state laws, ; and (iv) no Lien lien in favor or of the PBGC or a Plan has arisen or is reasonably likely to arise on account of any Plan. (b) No liability has been or is reasonably expected by the Borrower to be incurred under Sections 4062, 4063 or 4064 of ERISA with respect to any Single Employer Plan by the Borrower or any of its Subsidiaries. (c) The actuarial present value of all “"benefit liabilities” under each Single Employer Plan " (determined within the meaning of as defined in Section 401(a)(24001(a)(16) of the Code, utilizing the actuarial assumptions used to fund such PlansERISA), whether or not vested, did notunder each Single Employer Plan, as of the last annual valuation date prior to the date on which this representation is made or deemed mademade (determined, in each case, in accordance with Financial Accounting Standards Board Statement 87, utilizing the actuarial assumptions used in such Plan's most recent actuarial valuation report), did not exceed as of such valuation date the current fair market value of the assets of such Plan allocable to such accrued liabilities, except as disclosed in the Borrower’s financial statementsPlan. (dc) Neither the Borrower Parent, nor any of its Subsidiaries nor any ERISA Affiliate has incurred, or, to the best knowledge of the BorrowerCredit Parties, is could be reasonably expected to incur, any withdrawal liability under ERISA to any Multiemployer Plan or Multiple Employer Plan. Neither the Borrower Parent, nor any of its Subsidiaries nor any ERISA Affiliate would become subject to any withdrawal liability under ERISA if the Parent, any of its Subsidiaries or any ERISA Affiliate were to withdraw completely from all Multiemployer Plans and Multiple Employer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. Neither the Parent, nor any of its Subsidiaries nor any ERISA Affiliate has received any notification that any Multiemployer Plan is in reorganization (within the meaning of Section 4241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA), or has been terminated (within the meaning of Title IV of ERISA), and no Multiemployer Plan is, to the best knowledge of the BorrowerCredit Parties, reasonably expected to be in reorganization, insolvent, or terminated. (ed) No prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) or breach of fiduciary responsibility has occurred with respect to a Plan, Plan which has subjected or would be reasonably likely to may subject the Borrower Parent, any of its Subsidiaries or any ERISA Affiliate to any liability under Sections 406, 409, 502(i), or 502(1502(l) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which the Borrower Parent, any of its Subsidiaries or any ERISA Affiliate has agreed or is required to indemnify any person against any such liability. (fe) The present value (determined using actuarial and other assumptions that are reasonable Neither the Parent, nor any of its Subsidiaries, nor any ERISA Affiliates has any material liability with respect to the benefits provided and the employees participating) of the liability of the Borrower and each ERISA Affiliate for "expected post-retirement welfare benefits to be provided to their current and former employees under Plans that are welfare benefit plans (as defined in Section 3(1) obligations" within the meaning of ERISA), net of all assets under all such Plans allocable to such benefits, are reflected on the financial statements referenced in Section 7.1 in accordance with FASB Financial Accounting Standards Board Statement 106. (g) . Each Plan that which is a welfare plan (as defined in Section 3(1) of ERISA) to which Sections 601-609 of ERISA and Section 4980B of the Code apply has been administered in compliance in all material respects with of such sections.

ERISA. Except as would is not result or be reasonably expected likely to result in have a Material Adverse Effect: (ai) During No ERISA Event has occurred during the five-year period prior to ending on the date on which this representation is made or deemed made (i) no Termination Event has occurred, and, to the best knowledge of the Borrower, no event or condition has occurred or exists as a result of which any Termination Event would be is reasonably expected to occur, with respect to any Plan, ; (ii) no “accumulated funding deficiency,” as such term is defined in Section 302 of ERISA and Section 412 of the Code, whether or not waived, has occurred with respect to any Plan (other than a Multiemployer Plan, ) and no application for a funding waiver or an extension of any amortization period pursuant to Section 412 of the Code has been made with respect to any Plan (other than a Multiemployer Plan); (iii) each Plan (other than a Multiemployer Plan) has been maintained, operated, and funded in compliance with its own terms and in material compliance with the provisions of ERISA, the Code, and any other applicable federal or state laws; (iv) each Plan (other than a Multiemployer Plan) that is intended to qualify under Section 401(a) of the Code has received a favorable determination letter from the IRS or an application for such a letter is currently being processed by the IRS with respect thereto and, to the knowledge of the Borrower, nothing has occurred which would prevent, or cause the loss of, such qualification, and (ivv) no Lien lien in favor or of the PBGC or a Plan has arisen or is reasonably likely to arise on account of any Plan. (b) No liability has been or is reasonably expected by the Borrower to be incurred under Sections 4062, 4063 or 4064 of ERISA with respect to any Single Employer Plan by the Borrower or any of its Subsidiaries. (c) The actuarial present value of all “benefit liabilities” under each Single Employer Plan (determined within the meaning of Section 401(a)(2) member of the Code, utilizing the actuarial assumptions used to fund such Plans), whether or not vested, did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the current value of the assets of such Plan allocable to such accrued liabilities, except as disclosed in the Borrower’s financial statements. (d) Neither the Borrower Consolidated Group nor any ERISA Affiliate has incurred, or, to the best knowledge of the Borrower, is could be reasonably expected to incur, any liability under Title IV of ERISA with respect to any Single Employer Plan, or any withdrawal liability under ERISA to any Multiemployer Plan or Multiple Employer Plan. Neither the Borrower nor any ERISA Affiliate has received any notification that any Multiemployer Plan is in reorganization (within the meaning of Section 4241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA), or has been terminated (within the meaning of Title IV of ERISA), and no Multiemployer Plan is, to the best knowledge of the Borrower, reasonably expected to be in reorganization, insolvent, or terminated. (ec) No prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) or breach of fiduciary responsibility has occurred with respect to a Plan, Plan which has subjected or would be reasonably likely to may subject any member of the Borrower Consolidated Group or any ERISA Affiliate to any liability under Sections 406, 409, 502(i), or 502(1502(l) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which any member of the Borrower Consolidated Group or any ERISA Affiliate has agreed or is required to indemnify any person against any such liability. There are no pending, or to the knowledge of the Borrower, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan. (fd) The present value (determined using actuarial and other assumptions that are reasonable No member of the Consolidated Group nor any ERISA Affiliate has any material liability with respect to the benefits provided and the employees participating) of the liability of the Borrower and each ERISA Affiliate for “expected post-retirement welfare benefits to be provided to their current and former employees under Plans that are welfare benefit plans (as defined in Section 3(1) obligations” within the meaning of ERISA), net of all assets under all such Plans allocable to such benefits, are reflected on the financial statements referenced in Section 7.1 in accordance with FASB Financial Accounting Standards Board Statement No. 106. (g) Each Plan that is a welfare plan (as defined in Section 3(1) of ERISA) to which Sections 601-609 of ERISA and Section 4980B of the Code apply has been administered in compliance in all material respects with such sections.

ERISA. Except as would not result Neither a Reportable Event (other than the Post-event Notices of Reportable Events filed with the PBGC on May 2, 2001, in respect of the April 6, 2001, bankruptcy filing of PG&E Utility, on July 16, 2003, in respect of the July 8, 2003, bankruptcy filing of National Energy & Gas Transmission (“NEGT”), and on November 4, 2004, in respect of the departure of NEGT from the PG&E Utility controlled group of companies on October 29, 2004) nor an “accumulated funding deficiency” (within the meaning of Section 412 of the Code or be reasonably expected to result in a Material Adverse Effect: (aSection 302 of ERISA) During has occurred during the five-year period prior to the date on which this representation is made or deemed made (i) no Termination Event has occurred, and, to the best knowledge of the Borrower, no event or condition has occurred or exists as a result of which any Termination Event would be reasonably expected to occur, with respect to any Plan, (ii) no and each Plan has complied with the applicable provisions of ERISA and the Code, except, in each case, to the extent that any such Reportable Event, “accumulated funding deficiency,” as such term is defined in Section 302 or failure to comply with the applicable provisions of ERISA and Section 412 or the Code could not reasonably be expected to result in a Material Adverse Effect. No termination of the Code, whether or not waived, has occurred with respect to any Plan, (iii) each a Single Employer Plan has been maintained, operatedoccurred, and funded in compliance with its own terms and in material compliance with the provisions of ERISA, the Code, and any other applicable federal or state laws, and (iv) no Lien in favor or of the PBGC or a Plan has arisen or is reasonably likely to arise on account of any Plan. (b) No liability has been or is reasonably expected by the Borrower to be incurred under Sections 4062arisen, 4063 or 4064 of ERISA with respect to any Single Employer Plan by the Borrower or any of its Subsidiaries. (c) during such five-year period. The actuarial present value of all “benefit liabilities” accrued benefits under each Single Employer Plan (determined within the meaning of Section 401(a)(2) of the Code, utilizing the actuarial based on those assumptions used to fund such Plans), whether or not vested, ) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the current value of the assets of such Plan allocable to such accrued liabilities, except as disclosed in the Borrower’s financial statements. (d) Neither the Borrower nor any ERISA Affiliate has incurred, or, to the best knowledge of the Borrower, is reasonably expected to incur, any withdrawal liability under ERISA to any Multiemployer Plan or Multiple Employer Planbenefits by a material amount. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has LOSANGELES 618830 v1 (2K) resulted or could reasonably be expected to result in a material liability under ERISA, and neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA Affiliate has received if the Borrower or any notification that any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. No such Multiemployer Plan is in reorganization (within the meaning of Section 4241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA), Reorganization or has been terminated (within the meaning of Title IV of ERISA), and no Multiemployer Plan is, to the best knowledge of the Borrower, reasonably expected to be in reorganization, insolvent, or terminatedInsolvent. (e) No prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) or breach of fiduciary responsibility has occurred with respect to a Plan, which has subjected or would be reasonably likely to subject the Borrower or any ERISA Affiliate to any liability under Sections 406, 409, 502(i), or 502(1) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which the Borrower or any ERISA Affiliate has agreed or is required to indemnify any person against any such liability. (f) The present value (determined using actuarial and other assumptions that are reasonable with respect to the benefits provided and the employees participating) of the liability of the Borrower and each ERISA Affiliate for post-retirement welfare benefits to be provided to their current and former employees under Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA), net of all assets under all such Plans allocable to such benefits, are reflected on the financial statements referenced in Section 7.1 in accordance with FASB 106. (g) Each Plan that is a welfare plan (as defined in Section 3(1) of ERISA) to which Sections 601-609 of ERISA and Section 4980B of the Code apply has been administered in compliance in all material respects with such sections.