Common use of ERISA Clause in Contracts

ERISA. Except as could not reasonably be expected to have a Material Adverse Effect, (a) neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412 of the Code or Section 302 of ERISA), as applicable, has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan subject to Title IV of ERISA, Section 412 of the Code or Section 302 of ERISA, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code; (b) no termination of a Single Employer Plan has occurred, and no Lien on the assets of the Borrower or any Significant Subsidiary in favor of the PBGC or a Plan has arisen, during such five-year period; (c) the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date for which a valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits by a material amount; and (d) neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability under ERISA, and, to the knowledge of the Borrower or any Commonly Controlled Entity, neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower or any 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. Neither the Borrower nor any Commonly Controlled Entity has knowledge that any such Multiemployer Plan is in Reorganization or Insolvent.

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

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

ERISA. Except as could not reasonably be expected to have a Material Adverse Effect, (a) neither Neither a Reportable Event nor an “accumulated a failure to meet the minimum funding deficiency” standards (within the meaning of Section 412 of the Code or Section 302 of ERISA), as applicablewhether or not waived, has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan subject to Title IV of ERISA, Section 412 of the Code or Section 302 of ERISAother than a Multiemployer Plan, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code, where the liability could be reasonably expected to result in a Material Adverse Effect; (b) no provided, however, that with respect to any Multiemployer Plan, such representation is made only to the knowledge of the Borrower. No termination of a Single Employer Plan pursuant to Section 4041(c) or 4042 of ERISA has occurred, and no Lien on the assets of the Borrower or any Significant Subsidiary in favor of the PBGC or a Plan has arisen, during such five-year period; (c) the present value of all accrued benefits under each . There has been no determination that any Single Employer Plan is, or is reasonably expected to be, in “at risk” status (based on those assumptions used to fund such Plans) did not, as within the meaning of Section 430 of the last annual valuation date for which a valuation report is available prior to the date on which this representation is made Code or deemed made, exceed the value Section 303 of the assets of such Plan allocable to such accrued benefits by a material amount; and (d) neither ERISA). Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability under ERISA, and, and to the knowledge of the Borrower or any Commonly Controlled EntityBorrower, neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed mademade which liability could be reasonably expected to result in a Material Adverse Effect. Neither To the Borrower nor any Commonly Controlled Entity has knowledge that any such Borrower’s knowledge, no Multiemployer Plan is in Reorganization Insolvency or Insolventin “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA).

ERISA. Except as could not reasonably be expected to have a Material Adverse Effect, (a) neither Neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412 of the Code or Section 302 of ERISA), as applicable, ) has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan subject Plan, and, to Title IV of ERISA, Section 412 the knowledge and belief of the Code or Section 302 of ERISACredit Parties, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code; (b) no Code except where non-compliance, either singly or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No termination of a Single Employer Plan has occurred, and no Lien on the assets of the Borrower or any Significant Subsidiary in favor of the PBGC or a Plan has arisen, during such five-year period; (c) the . The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date for which a valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits by an amount that could reasonably be expected to have a material amount; and (d) neither the Borrower Material Adverse Effect. Neither Credit Party nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability or loss under ERISA, and, to the knowledge of the Borrower or any Commonly Controlled Entity, and neither the Borrower Credit Party nor any Commonly Controlled Entity would become subject to any material liability or loss under ERISA if the Borrower such Credit Party or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. Neither , in any case where, either singly or in the Borrower nor any Commonly Controlled Entity has knowledge that any such Multiemployer Plan is in Reorganization aggregate, the aggregate amount of loss or Insolventliability could not reasonably be expected to have a Material Adverse Effect.

ERISA. Except as could not reasonably be expected to have a Material Adverse Effect, (a) neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412 of the Code or Section 302 of ERISA), as applicable, has occurred during During the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan, neither a Reportable Event with respect to a Single Employer Plan subject nor a failure by any Single Employer Plan to Title IV satisfy the minimum funding standards (within the meaning of ERISA, Section 412 of the Code or Section 302 of ERISA) applicable to such Single Employer Plan has occurred, whether or not waived, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code; (b) no . No termination of a Single Employer Plan has occurred, and no Lien on the assets of the Borrower or any Significant Subsidiary in favor of the PBGC or a Plan has arisen, during such five-year period; (c) the . The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date for which a valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits by a material amount; and amount (d) neither determined in both cases using the assumptions applicable thereto promulgated under Section 430 of the Code). Neither the Parent Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that which has resulted or could would reasonably be expected to result in a material liability under ERISA, and, to the knowledge of the Borrower or any Commonly Controlled Entity, and neither the Parent Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Parent 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. Neither the Borrower nor any Commonly Controlled Entity has knowledge that any No such Multiemployer Plan is in Reorganization or Insolvent.

ERISA. Except as could as, in the aggregate, does not or would not reasonably be expected to have result in a Material Adverse Effect, (a) : neither a Reportable Event nor an “accumulated a failure to satisfy the minimum funding deficiency” (within the meaning standard of Section 412 430 of the Code or Section 302 303 of ERISA), as applicablewhether 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 with respect to any Plan subject to Title IV of ERISA, Section 412 of the Code or Section 302 of ERISAPlan, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code; (b) no termination of a Single Employer Plan has occurred, and no Lien on the assets of the Borrower or any Significant Subsidiary in favor of the PBGC or a Plan has arisen, during such five-year period; (c) the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date for which a valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits by a material amountbenefits; and (d) neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability under ERISA, and, Plan; to the knowledge of the Borrower or any Commonly Controlled Entityafter due inquiry, neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all any Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. Neither ; and to the knowledge of the Borrower nor any Commonly Controlled Entity has knowledge that any such after due inquiry, no Multiemployer Plan is in Reorganization “critical status” (within the meaning of Section 432 of the Code or Section 305 of ERISA) or Insolvent.

ERISA. Except as could not reasonably be expected to have a Material Adverse Effect, (a) neither Neither a Reportable Event nor an “accumulated a failure to satisfy the minimum funding deficiency” (within the meaning requirements of Section 412 or 430 of the Code or Section 302 of ERISA), as applicable, has occurred during the fivesix-year period prior to the date on which this representation is made or deemed made or is reasonably expected to occur with respect to any Single Employer Plan, no Plan subject is reasonably expected to Title IV be in “at risk” status within the meaning of ERISA, Section 412 430 of the Code or Section 302 of ERISA, and each Plan (including, to the knowledge of the Loan Parties, a Multiemployer Plan or a multiemployer welfare plan maintained pursuant to a collective bargaining agreement) has complied in all material respects with the applicable provisions of ERISA ERISA, the Code and the Code; (b) no constituent documents of such Plan, except in each of the foregoing cases for circumstances that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No termination of a Single Employer Plan has occurredoccurred during such six-year period or is reasonably expected to occur (other than a termination described in Section 4041(b) of ERISA), and no Lien on the assets of the Borrower or any Significant Subsidiary in favor of the PBGC or a Plan has arisen, arisen during such fivesix-year period; (c) period or is reasonably expected to arise. Except to the extent that any such excess could not reasonably be expected to have a Material Adverse Effect, the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date for which a valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits by benefits. Except to the extent that such liability could not reasonably be expected to have a material amount; and (d) Material Adverse Effect, neither the Borrower Loan Parties nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability under ERISAPlan, and, to and the knowledge of the Borrower or any Commonly Controlled Entity, neither the Borrower nor any Commonly Controlled Entity Loan Parties would not become subject to any material liability under ERISA if the Borrower a Loan Party or any 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. To the knowledge of the Loan Parties, no such Multiemployer Plan is in Reorganization, Insolvent or terminating or is reasonably expected to be in Reorganization, become Insolvent or be terminated or is, or is reasonably expected to be in endangered, seriously endangered or critical status, in each case within the meaning of Section 432 of the Code. Except to the extent that any such excess could not reasonably be expected to have a Material Adverse Effect, the present value (determined using actuarial and other assumptions which are reasonable in respect of the benefits provided and the employees participating) of the aggregate liabilities of the Loan Parties and each Commonly Controlled Entity for the provision of post-retirement benefits to their current and former employees under Plans which are welfare benefit plans (as defined in Section 3(1) of ERISA) do not, in the aggregate, exceed the total assets under all such Plans allocable to such benefits except as disclosed in the financial statements of the Loan Parties. Neither the Borrower Loan Parties nor any Commonly Controlled Entity has knowledge engaged in a prohibited transaction under Section 406 of ERISA and/or Section 4975 of the Code in connection with any Plan that would subject any such Multiemployer Loan Party to liability under ERISA and/or Section 4975 of the Code that could reasonably be expected to have a Material Adverse Effect. There is no other circumstance which may give rise to a liability in relation to any Plan is in Reorganization or Insolventthat could reasonably be expected to have a Material Adverse Effect.

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

ERISA. Except as could not reasonably be expected to have a Material Adverse Effect, (a) neither Neither a Reportable Event nor an “"accumulated funding deficiency” " (within the meaning of Section 412 of the Code or Section 302 of ERISA), as applicablewhether or not waived, has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan subject to Title IV of ERISA, Section 412 of the Code or Section 302 of ERISASingle Employer Plan, and each Single Employer Plan has complied in all material respects with the applicable provisions of ERISA and the Code; (b) no , except with respect to any such event or failure to comply where the liability which could reasonably be expected to be incurred would not have a Material Adverse Effect. No termination of a Single Employer Plan whose accrued benefits exceeded the assets thereof has occurred, and no Lien on the assets of the Borrower or any Significant Subsidiary in favor of the PBGC or a Plan has arisen, and neither the Borrower nor any Commonly Controlled Entity has received a notice from the PBGC or a plan administrator of an intention to terminate any Single Employer Plan or to appoint a trustee to administer any Single Employer Plan, during such five-year period; (c) the . The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date for which a valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits by an amount which if such Plan then terminated could reasonably be expected to have a material amount; and (d) neither Material Adverse Effect. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability under ERISAPlan, and, to the knowledge of the Borrower or any Commonly Controlled Entity, and neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made, which in any event could reasonably be expected to have a Material Adverse Effect. Neither the Borrower nor any Commonly Controlled Entity has knowledge received notice that any such Multiemployer Plan is in Reorganization or Insolvent, where the liability resulting therefrom could reasonably be expected to have a Material Adverse Effect.

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

ERISA. Except as could not reasonably be expected to have a Material Adverse Effect, (a) neither Neither a Reportable Event nor an “"accumulated funding deficiency” " (within the meaning of Section 412 of the Code or Section 302 of ERISA), as applicable, ) has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan subject to Title IV of ERISA, Section 412 of the Code or Section 302 of ERISAPlan, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code; (b) no . No termination of a Single Employer Plan has occurred, and no Lien on the assets of the Borrower or any Significant Subsidiary in favor of the PBGC or a Plan has arisen, during such five-year period; (c) the . The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date for which a valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits by a material amount; and (d) neither benefits. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability under ERISAPlan, and, to the knowledge of the Borrower or any Commonly Controlled Entity, and neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. Neither the Borrower nor any Commonly Controlled Entity has knowledge that any No such Multiemployer Plan is in Reorganization or Insolvent. The present value (determined using actuarial and other assumptions which are reasonable in respect of the benefits provided and the employees participating) of the liability of the Borrower and each Commonly Controlled Entity for post retirement benefits to be provided to their current and former employees under Plans which are welfare benefit plans (as defined in Section 3(1) of ERISA) does not, in the aggregate, exceed the assets under all such Plans allocable to such benefits.

ERISA. Except as could not reasonably be expected to have a Material Adverse Effect, (a) neither Neither a Reportable Event nor an a failure to satisfy the “accumulated minimum funding deficiencystandards” (within the meaning of Section 412 of the Code or Section 302 of ERISA), as applicable, ) applicable to each Plan (whether or not waived) has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan subject to Title IV of ERISA, Section 412 of the Code or Section 302 of ERISAPlan, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code; (b) no termination of a Single Employer Plan has occurred, and no Lien on the assets of the Borrower or any Significant Subsidiary in favor of the PBGC or a Plan has arisenarisen and no determination has been made that a Plan is, or is expected to be, “at risk” (within the meaning of Section 430 of the Code or Section 303 of ERISA), during such five-year period; (c) the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date for which a valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits by a material amount; and (d) neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability under ERISA, and, to the knowledge of the Borrower or any Commonly Controlled Entity, and neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. Neither the Borrower nor any Commonly Controlled Entity has knowledge that any ; and (e) no such Multiemployer Plan is in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 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 have a Material Adverse Effect.

ERISA. Except as could not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (a) neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412 of the Code or Section 302 of ERISA), as applicable, ERISA Event has occurred during the five-five year period prior to the date on which this representation is made or deemed made with respect to any applicable Plan subject to Title IV of ERISA, Section 412 of the Code or Section 302 of ERISAthat is not a Multiemployer Plan, and each such Plan has complied in all material respects with the applicable provisions of ERISA and the Code; , (b) no termination of a Single Employer Plan has occurredoccurred other than pursuant to a standard termination under Title IV of ERISA, and no Lien on the assets of the Borrower or any Significant Subsidiary in favor of the PBGC or a Single Employer Plan has arisenarisen on the assets of the Company and remains in force, during such five-year period; , (c) the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, is as reflected in the actuarial report of XxXxxxx & Xxxxxx prepared as of December 31, 2015 is accurate and such report fairly presents the last annual valuation date for which a valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets funded status of such Single Employer Plan allocable to such accrued benefits by a material amount; and on the basis set forth therein, (d) neither the Borrower Company nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability under ERISA, and, to the knowledge of the Borrower or any Commonly Controlled Entity, and neither the Borrower Company nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower Company 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. Neither the Borrower nor any Commonly Controlled Entity has knowledge that any made and (e) no such Multiemployer Plan is in Reorganization or Insolvent.

ERISA. Except as could not reasonably be expected to have a Material Adverse Effect, (a) neither a No Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412 of the Code or Section 302 of ERISA), as applicable, has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan subject to Title IV of ERISA, Section 412 of the Code or Section 302 of ERISASingle Employer Plan, and each Single Employer Plan has complied with and been administered in all material respects in accordance with the applicable provisions of ERISA and the Code; . To the best knowledge of the Borrower, (a) no Reportable Event has occurred with respect to any Multiemployer Plan, and (b) no termination of a Single Employer each Multiemployer Plan has occurred, complied with and no Lien on been administered in all material respects with applicable provisions of ERISA and the assets of the Borrower or any Significant Subsidiary in favor of the PBGC or a Plan has arisen, during such five-year period; (c) the Code. The present value of all accrued benefits vested under each Single Employer Plan maintained by the Borrower or any Commonly Controlled Entity (based on those the assumptions used to fund such PlansPlan) did not, as of the last annual valuation date for which a valuation report is available prior to the date on which this representation is made or deemed madeapplicable thereto, exceed the value of the assets of such Plan allocable to such accrued benefits by a material amount; and (d) neither vested benefits. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability under ERISA, and, to the knowledge for which there is any withdrawal liability. As of the Borrower or most recent valuation date applicable to any Commonly Controlled EntityMultiemployer Plan, neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all such Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed madePlan. Neither the Borrower nor any Commonly Controlled Entity has knowledge received notice that any such Multiemployer Plan is Insolvent or in Reorganization. To the best knowledge of the Borrower, no such Insolvency or Reorganization or Insolventis reasonably likely to occur. Based upon GAAP existing as of the date of this Agreement and current factual circumstances, the Borrower has no reason to believe that the annual cost during the term of this Agreement to the Borrower and all Commonly Controlled Entities for post-retirement benefits to be provided to the current and former employees of the Borrower and all Commonly Controlled Entities under Plans which are welfare benefit plans (as defined in Section 3(1) of ERISA) will, in the aggregate, have a Material Adverse Effect.

ERISA. Except as could not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect, : (ai) neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412 of the Code or Section 302 of ERISA), as applicable, has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan subject to Title IV of ERISA, Section 412 of the Code or Section 302 of ERISA, and each Plan is drafted and has complied been operated and administered in all material respects compliance with the applicable provisions of ERISA and the Codeprovisions of the Code relating to Plans and the regulations and published interpretations thereunder; (bii) no termination of a Single Employer ERISA Event or Foreign Plan Event has occurredoccurred or is reasonably expected to occur; (iii) all amounts required by applicable law with respect to, and no Lien on or by the assets of the Borrower terms of, any retiree welfare benefit arrangement maintained by any Group Member or any Significant Subsidiary ERISA Affiliate or to which any Group Member or any ERISA Affiliate has an obligation to contribute have been accrued in favor of the PBGC or a Plan has arisen, during such fiveaccordance with ASC Topic 715-year period; (c) the 60. The present value of all accrued benefits under each Single Employer Pension Plan (determined based on those the assumptions used by such Pension Plans pursuant to fund such PlansSection 430(h) of the Code) did not, as of the last annual valuation date for which a valuation report is available prior to the date on which this representation is made or deemed made, exceed by more than a material amount the value of the assets of such Pension Plan (as determined pursuant to Section 430(g) of the Code) allocable to such accrued benefits benefits, and the present value of all accumulated benefit obligations of all underfunded Pension Plans (based on the assumptions used for purposes of ASC Topic 715-30) did not, as of the date of the most recent financial statements reflecting such amounts, exceed by more than a material amountamount the fair market value of the assets of all such underfunded Pension Plans; and (div) neither the Borrower no Group Member nor any Commonly Controlled Entity ERISA Affiliate has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability under ERISAPlan, and, to the knowledge of the Borrower or any Commonly Controlled EntityLoan Parties, neither none of the Borrower Loan Parties nor any Commonly Controlled Entity ERISA Affiliate would become subject to any material liability under ERISA if the Borrower Loan Parties or any Commonly Controlled Entity such ERISA Affiliate were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. Neither the Borrower nor any Commonly Controlled Entity has knowledge that any ; and (f) no such Multiemployer Plan is in Reorganization or Insolvent.

ERISA. Except as could would not reasonably be expected to have a Material Adverse Effect, (ai) neither a Reportable Event nor an “accumulated a failure to satisfy the minimum funding deficiency” standard (within the meaning of Section 412 of the Code or Section 302 of ERISA), as applicable, ) has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan subject to Title IV of ERISA, Section 412 of the Code or Section 302 of ERISAPlan, and each Plan during such five-year period has complied in all material respects with the applicable provisions of ERISA and the Code; , (bii) no termination of a Single Employer Plan has occurred, and no Lien on the assets of the Borrower or any Significant Subsidiary in favor of the PBGC or a Plan has arisen, during such five-year period; period and (ciii) the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date for which a valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits by a material amount; and (d) . To the best of the Borrower’s knowledge, neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability under ERISA, and, and to the knowledge best of the Borrower or any Commonly Controlled EntityBorrower’s knowledge, neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. Neither the Borrower nor any Commonly Controlled Entity has knowledge that any No such Multiemployer Plan is in Reorganization or InsolventInsolvent which would reasonably be expected to result in a Material Adverse Effect.

ERISA. Except as could not reasonably be expected to have a Material Adverse Effect, (a) neither Neither a Reportable Event nor an “"accumulated funding deficiency” " (within the meaning of Section 412 of the Code or Section 302 of ERISA), as applicable, ) has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan subject to Title IV of ERISA, Section 412 of the Code or Section 302 of ERISAother than a Multiemployer Plan, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code, where the liability which could be reasonably expected to result could have a Material Adverse Effect; (b) no provided, however, that with respect to any Multiemployer Plan, such representation is made only to the knowledge of the Borrower. No termination of a Single Employer Plan pursuant to Section 4041(c) or 4042 of ERISA has occurred, and no Lien on the assets of the Borrower or any Significant Subsidiary in favor of the PBGC or a Plan has arisen, during such five-year period; (c) the . The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date for which a valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits by a material amount; and (d) neither . Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability under ERISA, and, and to the knowledge of the Borrower or any Commonly Controlled EntityBorrower, neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed mademade which liability could be reasonably expected to result could have a Material Adverse Effect. Neither the Borrower nor any Commonly Controlled Entity has knowledge that any No such Multiemployer Plan is in Reorganization or Insolvent.

ERISA. Except as as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (a) neither a Reportable Event nor an “"accumulated funding deficiency” " (within the meaning of Section 412 of the Code or Section 302 of ERISA), as applicable, ) has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan subject to Title IV of ERISA, Section 412 of the Code or Section 302 of ERISAPlan, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code; (b) no . No termination of a Single Employer Plan has occurredoccurred that could reasonably be expected to have a Material Adverse Effect, and no Lien on the assets of the Borrower or any Significant Subsidiary in favor of the PBGC or a Plan has arisen, during such five-year period; (c) the . The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date for which a valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits by an amount that is material in relation to Consolidated Net Worth. Except as in the aggregate could not reasonably be expected to have a material amount; and (d) Material Adverse Effect, neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability under ERISAPlan, and, to the knowledge of the Borrower or any Commonly Controlled Entity, and neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA that, in the aggregate, could reasonably be expected to result in a Material Adverse Effect if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. Neither the Borrower nor any Commonly Controlled Entity has knowledge that any No such Multiemployer Plan is in Reorganization or InsolventInsolvent under circumstances that could reasonably be expected to result in a Material Adverse Effect.

ERISA. (a) Except as could would not reasonably be expected expected, either individually or in the aggregate, to have a Material Adverse Effect, : (ai) neither a Reportable Event nor an “accumulated a failure to meet the minimum funding deficiency” standards (within the meaning of Section 412 412(a) of the Code or Section 302 302(a)(2) of ERISA), as applicable, ) has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan subject to Title IV of ERISA, Section 412 of the Code or Section 302 of ERISASingle Employer Plan, and each Single Employer Plan has complied in all material respects with the applicable provisions of ERISA and the Code; (bii) no termination of a Single Employer Plan has occurred, and no Lien on the assets of the Borrower or any Significant Subsidiary in favor of the PBGC or a Plan has arisenarisen on the assets of the Borrower or any of its Restricted Subsidiaries, during such five-year period; (c) the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date for which a valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Single Employer Plan allocable to such accrued benefits by a material amountbenefits; and (diii) neither none of the Borrower nor or any Commonly Controlled Entity of its Restricted Subsidiaries has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could would reasonably be expected to result in a material liability under ERISA, and, to the knowledge ; (iv) none of the Borrower or any Commonly Controlled Entity, neither the Borrower nor any Commonly Controlled Entity of its Restricted Subsidiaries would become subject to any material liability under ERISA if the Borrower or any Commonly Controlled Entity such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. Neither the Borrower nor any Commonly Controlled Entity has knowledge that any such ; and (v) no Multiemployer Plan is in Reorganization or Insolvent.

ERISA. Except as could not reasonably be expected to have a Material Adverse Effect, (a) neither Neither a Reportable Event nor an “"accumulated funding deficiency” " (within the meaning of Section 412 of the Code or Section 302 of ERISA), as applicablewhether or not waived, has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Single Employer Plan subject or is reasonably expected to Title IV of ERISA, Section 412 of the Code or Section 302 of ERISAoccur, and each Single Employer Plan has complied in all material respects with the applicable provisions of ERISA and the Code; (b) no termination Code and the terms of such Plan, except with respect to any such event or failure to comply where the liability which could reasonably be expected to be incurred would not have a Single Employer Plan has occurred, and no Material Adverse Effect. No Lien on the assets of the Borrower or any Significant Subsidiary in favor of the PBGC or a Plan has arisen, and, except with respect to a Single Employer Plan where the liability which could reasonably be expected to be incurred would not have a Material Adverse Effect, neither the Borrower nor any Commonly Controlled Entity has (i) received a notice from the PBGC or a plan administrator of an intention to terminate any Single Employer Plan or to appoint a trustee to administer any Single Employer Plan, (ii) filed or provided a notice of intent to terminate or take any other action that could reasonably be expect to result in the termination of any Single Employer Plan other than in a standard termination within the meaning of Section 4041 of ERISA or (iii) incurred any liability under ERISA with respect to any Single Employer Plan described in Section 4063 of ERISA during such five-year period; (c) the , and no such event, circumstance or condition is reasonably expected to occur. The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date for which a valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits by an amount which if such Plan then terminated could reasonably be expected to have a material amount; and (d) neither Material Adverse Effect. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability under ERISAPlan, and, to the knowledge of the Borrower or any Commonly Controlled Entity, and neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made, which in any event could reasonably be expected to have a Material Adverse Effect. Neither the Borrower nor any Commonly Controlled Entity has knowledge received notice that any such Multiemployer Plan is in Reorganization Reorganization, is Insolvent, or Insolventis being terminated where the liability resulting therefrom could reasonably be expected to have a Material Adverse Effect.

ERISA. Except as could not reasonably be expected to have a Material Adverse Effect, (a) neither Neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412 of the Code or Section 302 of ERISA), as applicable, ) has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan subject to Title IV of ERISA, Section 412 of the Code or Section 302 of ERISAPlan, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code; (b) no termination of a Single Employer Plan has occurred, and no Lien on the assets of the Borrower or any Significant Subsidiary in favor of the PBGC or a Plan has arisen, during such five-year period; (c) the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date for which a valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits by a material amount; and (d) neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability under ERISA, and, to the knowledge of the Borrower or any Commonly Controlled Entity, and neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. Neither the Borrower nor any Commonly Controlled Entity has knowledge that any ; and (e) no such Multiemployer Plan is 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 have a Material Adverse Effect.

ERISA. Except as could to the extent that all of the following, in the aggregate, would not reasonably be expected to have a Material Adverse Effect, : (ai) neither a no Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412 of the Code or Section 302 of ERISA), as applicable, has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan subject to Title IV of ERISA, Section 412 of the Code or Section 302 of ERISAPlan, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code; (b) no termination of a Single Employer Plan has occurred, and no Lien on the assets of the Borrower or any Significant Subsidiary in favor of the PBGC or a Plan has arisen, during such five-year period; (cii) the present value of all accrued benefits under each Single Employer Plan maintained by the Company or any Commonly Controlled Entity (based on those assumptions used to fund such the Plans) did not, as of the last annual valuation date for which a valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits based upon the actuarial assumptions used by a material amountsuch Plan; and (diii) neither the Borrower Company nor any Commonly Controlled Entity has or has had a complete any liability or partial withdrawal from obligation in respect of any Multiemployer Plan that has resulted or could reasonably be expected to result Plan; and (iv) the present value (determined using actuarial and other assumptions which are reasonable in a material liability under ERISA, and, to the knowledge respect of the Borrower or any Commonly Controlled Entity, neither benefits provided and the Borrower nor any employees participating) of the liability of the Company and each Commonly Controlled Entity would become subject for post retirement benefits, if any, to be provided to their current and former employees under Plans which are welfare benefit plans (as defined in Section 3(1) of ERISA) does not, in the aggregate, exceed the assets under all such Plans or other funding arrangements allocable to such benefits, if any; (v) no application for a minimum funding waiver with respect to a Plan has been made; and (vi) the PBGC has not instituted proceedings to terminate a Plan pursuant to Section 4042 of ERISA, nor has any material liability under event of condition descried in Section 4042 of ERISA if that constitutes grounds for the Borrower termination of, or any Commonly Controlled Entity were the appointment of a trustee 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. Neither the Borrower nor any Commonly Controlled Entity has knowledge that any administer, such Multiemployer Plan is in Reorganization or Insolventoccurred.

ERISA. (a) Except as could would not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect, (a) : neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412 412(a) of the Code or Section 302 302(a)(2) of ERISA), as applicable, ) has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan subject to Title IV of ERISA, Section 412 of the Code or Section 302 of ERISAPlan, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code; (b) no termination of a Single Employer Plan has occurred, and no Lien on the assets of the Borrower or any Significant Subsidiary in favor of the PBGC or a Plan has arisen, during such five-year period; (c) the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date for which a valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits by a material amountbenefits; and (d) neither the Borrower Holdings nor any Commonly Controlled Entity of its Restricted Subsidiaries has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could would reasonably be expected to result in a material liability under ERISA, and, to the knowledge of the Borrower or any Commonly Controlled Entity, ; neither the Borrower Holdings nor any Commonly Controlled Entity of its Restricted Subsidiaries would become subject to any material liability under ERISA if the Borrower Holdings or any Commonly Controlled Entity such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. Neither the Borrower nor any Commonly Controlled Entity has knowledge that any such ; and no Multiemployer Plan is in Reorganization or Insolvent.

ERISA. Except in each case as could not reasonably be expected to have result in a Material Adverse Effectmaterial liability to the Loan Parties, (a) neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412 of the Code or Section 302 of ERISA), as applicable, ) has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan subject to Title IV of ERISA, Section 412 of the Code or Section 302 of ERISAPlan, and each Plan has complied in all material respects with the all applicable provisions of ERISA and the Code; , (b) no termination of a Single Employer Plan has occurred, and no Lien on the assets of the Borrower or any Significant Subsidiary in favor of the PBGC or a Plan has arisen, during such five-year period; , (c) the actuarial present value of all accrued benefits benefit liabilities under each Single Employer Plan (based on those assumptions that would be used to fund determine whether each such PlansSingle Employer Plan could be terminated in a standard termination under Section 4041(b) of ERISA) did not, as of the last annual valuation date for which a valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits by a material amount; and benefits, (d) neither the Borrower Borrower, any other Loan Party nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability under ERISA, and, to the knowledge of the Borrower or any Commonly Controlled Entity, and neither the Borrower Borrower, any other Loan Party nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower or any Commonly Controlled Entity such Person were to withdraw completely from all Multiemployer Plans as of the most recent valuation date most closely preceding for which each such Multiemployer Plan has furnished data regarding potential withdrawal liability to the date on which this representation is made or deemed made. Neither applicable Loan Party and (e) as of the Borrower nor any Commonly Controlled Entity has knowledge that any Amended and Restated Effective Date, no such Multiemployer Plan is in Reorganization or Insolvent.

ERISA. Except as could not reasonably be expected to have a Material Adverse Effect, (ai) neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412 of the Code or Section 302 of ERISA), as applicable, ) or failure to satisfy the minimum funding standards of Section 412 of the Code has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan subject to Title IV of ERISA, Section 412 of the Code or Section 302 of ERISAPlan, and each Employee Benefit Plan during such five-year period has complied in all material respects with the applicable provisions of ERISA and the Code; , (bii) no termination of a Single Employer Plan has occurred, and no Lien on the assets of the Borrower or any Significant Subsidiary in favor of the PBGC or a Plan has arisen, during such five-year period; period and (ciii) the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date for which a valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits by a material amount; and (d) neither . Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability under ERISAMaterial Adverse Effect, and, and to the knowledge of the Borrower or any Commonly Controlled EntityBorrower’s knowledge, neither the Borrower nor any Commonly Controlled Entity would could, except as could not reasonably be expected to result in a Material Adverse Effect, become subject to any material liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all any Multiemployer Plans Plan as of the valuation date most closely preceding the date on which this representation is made or deemed made. Neither To the Borrower nor any Commonly Controlled Entity has knowledge that any Borrower’s knowledge, (i) no such Multiemployer Plan is in Reorganization or InsolventInsolvent and (ii) no nonexempt prohibited transaction (within the meaning of Section 4795 of the Code or Section 406 of ERISA) has occurred with respect to a Plan which could reasonably be expected to result in a Material Adverse Effect.

ERISA. Except as could not reasonably be expected to have a Material Adverse Effect, (a) neither Neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412 of the Code or Section 302 of ERISA), as applicable, ) has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan subject Plan, and, to Title IV the knowledge and belief of ERISAHoldings and the Borrower, Section 412 of the Code or Section 302 of ERISA, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code; (b) no Code except where non-compliance, either singly or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No termination of a Single Employer Plan has occurred, and no Lien on the assets of the Borrower or any Significant Subsidiary in favor of the PBGC or a Plan has arisen, during such five-year period; (c) the . The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date for which a valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits by a material amount; and (d) neither . Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability or loss under ERISA, and, to the knowledge of the Borrower or any Commonly Controlled Entity, and neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability or loss under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. Neither , in any case where, either singly or in the Borrower nor any Commonly Controlled Entity has knowledge that any such Multiemployer Plan is in Reorganization aggregate, the aggregate amount of loss or Insolventliability could not reasonably be expected to have a Material Adverse Effect.

ERISA. (a) Except as could would not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect, : (ai) neither a no Reportable Event nor an “accumulated has occurred with respect to any Single Employer Plan; (ii) no Single Employer Plan has failed to satisfy the minimum funding deficiency” standard (within the meaning of Section 412 of the Code or Section 302 of ERISA), as applicable, has occurred nor applied for or received a waiver of the minimum funding standard or an extension of an amortization period within the meaning of Section 412 of the Code or Section 303 or 304 of ERISA during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan subject to Title IV of ERISA, Section 412 of the Code or Section 302 of ERISA, and made; (iii) each Plan has complied in with its terms and with all material respects with applicable laws, including without limitation the applicable provisions of ERISA and the Code; (biv) all contributions required to be made with respect to a Single Employer Plan have been made; (v) no termination of a Single Employer Plan has occurred, and no Lien on the assets of the Borrower or any Significant Subsidiary in favor of the PBGC or a Single Employer Plan has arisen, during such five-year period; (cvi) the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Single Employer Plans) did not, as of the last annual valuation date for which a valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Single Employer Plan allocable to such accrued benefits by a material amountbenefits; (vi) none of the Parent, Holdings, the Borrower or any of its Restricted Subsidiaries has incurred any liability in connection with any non-exempt “prohibited transaction” (as defined in Section 406 of ERISA or Section 4975 of the Code) involving any Plan; and (dviii) neither none of the Parent, Holdings, the Borrower nor any Commonly Controlled Entity of its Restricted Subsidiaries has had (or reasonably expects to have) a complete or partial withdrawal from any Multiemployer Plan that has resulted or could would reasonably be expected to result in a material liability under ERISA, ERISA and, to the knowledge of the Borrower or any Commonly Controlled EntityParent and the Borrower, neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower or any 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. Neither the Borrower nor any Commonly Controlled Entity has knowledge that any such no Multiemployer Plan is in Reorganization or Insolvent.

ERISA. Except as could as, in the aggregate, does not or would not reasonably be expected to have result in a Material Adverse Effect, (a) : neither a Reportable Event nor an “accumulated a failure to satisfy the minimum funding deficiency” (within the meaning standard of Section 412 430 of the Code or Section 302 303 of ERISA), as applicablewhether or not waived, with respect to a Plan has occurred during the five-five year period prior to the date on which this representation is made or deemed made with respect to any Plan subject to Title IV of ERISA, Section 412 of the Code or Section 302 of ERISAPlan, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code; (b) no termination of a Single Employer Plan has occurred, and no Lien on the assets of the Borrower or any Significant Subsidiary in favor of the PBGC or a Plan has arisen, during such five-year period; (c) the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date for which a valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits by a material amountbenefits; and (d) neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability under ERISA, and, Plan; to the knowledge of the Borrower or any Commonly Controlled Entityafter due inquiry, neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. Neither ; and to the knowledge of the Borrower nor any Commonly Controlled Entity has knowledge that any such after due inquiry, no Multiemployer Plan is in Reorganization or Insolvent.

ERISA. Except as could not reasonably be expected to have a Material Adverse Effect, (a) neither Neither a Reportable Event nor an a failure to satisfy the “accumulated minimum funding deficiencystandards” (within the meaning of Section 412 of the Code or Section 302 of ERISA), as applicable, ) applicable to each Plan (whether or not waived) has occurred during the five-year five‑year period prior to the date on which this representation is made or deemed made with respect to any Plan subject to Title IV of ERISA, Section 412 of the Code or Section 302 of ERISAPlan, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code; (b) no termination of a Single Employer Plan has occurred, and no Lien on the assets of the Borrower or any Significant Subsidiary in favor of the PBGC or a Plan has arisenarisen and no determination has been made that a Plan is, or is expected to be, “at risk” (within the meaning of Section 430 of the Code or Section 303 of ERISA), during such five-year period; (c) the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date for which a valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits by a material amount; and (d) neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability under ERISA, and, to the knowledge of the Borrower or any Commonly Controlled Entity, and neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. Neither the Borrower nor any Commonly Controlled Entity has knowledge that any ; and (e) no such Multiemployer Plan is in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 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 have a Material Adverse Effect.

ERISA. (a) Except as could would not reasonably be expected expected, either individually or in the aggregate, to have a Material Adverse Effect, : (ai) 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) with respect to periods beginning on or after January 1, 2008 or an “accumulated funding deficiency” (within the meaning of Section 412 412(a) of the Code or Section 302 302(a)(2) of ERISA), as applicable, ) has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan subject to Title IV of ERISA, Section 412 of the Code or Section 302 of ERISASingle Employer Plan, and each Single Employer Plan has complied in all material respects with the material applicable provisions of ERISA and the Code; (bii) no termination of a Single Employer Plan has occurred, and no Lien on the assets of the Borrower or any Significant Subsidiary in favor of the PBGC or a Single Employer Plan has arisenarisen on the assets of Holdings, the Borrower or any of its Restricted Subsidiaries, during such five-year period; (c) the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date for which a valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Single Employer Plan allocable to such accrued benefits by a material amountbenefits; and (diii) neither none of Holdings, the Borrower nor or any Commonly Controlled Entity of its Restricted Subsidiaries has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could would reasonably be expected to result in a material liability under ERISA; (iv) none of Holdings, and, to the knowledge of the Borrower or any Commonly Controlled Entity, neither the Borrower nor any Commonly Controlled Entity of its Restricted Subsidiaries would become subject to any material liability under ERISA if the Borrower or any Commonly Controlled Entity such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. Neither ; and (v) to the knowledge of Holdings, the Borrower nor or any Commonly Controlled Entity has knowledge that any such of its Restricted Subsidiaries, no Multiemployer Plan is in Reorganization or Insolvent.

ERISA. Except as could not reasonably be expected to have a Material Adverse Effect, (a) neither Neither a Reportable Event nor an “"accumulated funding deficiency” " (within the meaning of Section 412 of the Code or Section 302 of ERISA), as applicable, ) has occurred during the five-five year period prior to the date on which this representation is made or deemed made with respect to any Plan subject to Title IV of ERISA, Section 412 of the Code or Section 302 of ERISAPlan, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code; (b) no Code that could, in any of the foregoing cases, reasonably be expected to have a Material Adverse Effect. No termination of a Single Employer Plan (other than a standard termination within the meaning of Section 4041(b) of ERISA) has occurred, and no Lien on the assets of the Borrower or any Significant Subsidiary in favor of the PBGC or a Plan has arisen, during such five-year period; (c) . Except as disclosed in the Company's Form 10-K for the year ended December 31, 2004, as of December 31, 2004, the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date for which a valuation report is available prior to the date on which this representation is made or deemed made, not exceed the value of the assets of such Plan allocable to such accrued benefits by a material amount; and (d) neither . Neither the Borrower Company nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability under ERISAERISA that could reasonably be expected to have a Material Adverse Effect, and, to the knowledge of the Borrower or any Commonly Controlled Entity, and neither the Borrower Company nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower Company 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 mademade except as could not reasonably be expected to have a Material Adverse Effect. Neither As of the Borrower nor any Commonly Controlled Entity Effective Date, the Company has knowledge not been notified that any such Multiemployer Plan is in Reorganization or Insolvent.

ERISA. Except as (a) No Event of Default described in Sections 8(g)(i), (ii), (vi) or (vii) has occurred or is reasonably expected to occur with respect to any Single Employer Plan, and each Plan is in compliance in all respects with the applicable provisions of ERISA and the Code except where such Event of Default, or non‑compliance could not reasonably be expected to have a Material Adverse Effect, (a) neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412 of the Code or Section 302 of ERISA), as applicable, has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan subject to Title IV of ERISA, Section 412 of the Code or Section 302 of ERISA, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code; (b) no . No termination of a Single Employer Plan has occurredoccurred or is reasonably expected to occur, and no Lien on the assets of against Holdings, the Borrower or any Significant Subsidiary Commonly Controlled Entity in favor of the PBGC or a Single Employer Plan or a Multiemployer Plan has arisen, during such five-year period; (c) the past five years. The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date for which a valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits by a material amount; and (d) neither more than $25,000,000. Neither Holdings, the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a any material liability under ERISA, and, to the knowledge of the Borrower or any Commonly Controlled Entity, and neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. Neither the Borrower nor any Commonly Controlled Entity has knowledge that any No such Multiemployer Plan is in Reorganization or Insolvent, or pursuant to Section 432(b) of the Code, in “endangered” or “critical” status.

ERISA. Except as where the liability, individually or in the aggregate, which could reasonably be expected to result has not had or could not reasonably be expected to have a Material Adverse Effect, : (ai) neither a Reportable Event nor an “"accumulated funding deficiency” " (within the meaning of Section 412 of the Code or Section 302 of ERISA), as applicable, ) has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan subject to Title IV of ERISA, Section 412 of the Code or Section 302 of ERISA, and Single Employer Plan; (ii) each Plan (other than a Multiemployer Plan) has complied in all material respects with the applicable provisions of ERISA and the Code; (biii) no termination of a Single Employer Plan has occurred, and no Lien on the assets of the Borrower or any Significant Subsidiary in favor of the PBGC or a Single Employer Plan has arisenarisen and remains outstanding, during such five-year period; (civ) the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date for which a valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits by an amount which could reasonably be expected to have a material amountMaterial Adverse Effect; and (dv) neither none of the Borrower Credit Parties nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability under ERISAPlan, and, to the best knowledge of the Borrower or any Commonly Controlled EntityCredit Parties, neither none of the Borrower Credit Parties nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower Credit Parties or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. Neither the Borrower nor any Commonly Controlled Entity has knowledge that any ; (vi) no such Multiemployer Plan is in Reorganization or Insolvent; and (vii) the present value (determined using actuarial and other assumptions which are reasonable in respect of the benefits provided and the employees participating) of the liability of the Credit Parties and each Commonly Controlled Entity for post retirement benefits to be provided to their current and former employees under Plans which are welfare benefit plans (as defined in Section 3(1) of ERISA) does not, in the aggregate, exceed the assets under all such Plans allocable to such benefits.

ERISA. (a) Except as could would not reasonably be expected expected, either individually or in the aggregate, to have a Material Adverse Effect, : (ai) 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) with respect to periods beginning on or after April 1, 2010 or an “accumulated funding deficiency” (within the meaning of Section 412 412(a) of the Code or Section 302 302(a)(2) of ERISA), as applicable, ) has occurred during the five-five year period prior to the date on which this representation is made or deemed made with respect to any Plan subject to Title IV of ERISA, Section 412 of the Code or Section 302 of ERISASingle Employer Plan, and each Single Employer Plan has complied in all material respects with the applicable provisions of ERISA and the Code; (bii) no termination of a Single Employer Plan has occurred, and no Lien on the assets of the Borrower or any Significant Subsidiary in favor of the PBGC or a Plan has arisenarisen on the assets of the Borrower or any of its Restricted Subsidiaries, during such five-year period; (c) the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date for which a valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Single Employer Plan allocable to such accrued benefits by a material amountbenefits; and (diii) neither none of the Borrower nor or any Commonly Controlled Entity of its Restricted Subsidiaries has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could would reasonably be expected to result in a material liability under ERISA, and, to the knowledge ; (iv) none of the Borrower or any Commonly Controlled Entity, neither the Borrower nor any Commonly Controlled Entity of its Restricted Subsidiaries would become subject to any material liability under ERISA if the Borrower or any Commonly Controlled Entity such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. Neither the Borrower nor any Commonly Controlled Entity has knowledge that any such ; and (v) no Multiemployer Plan is in Reorganization or Insolvent.

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

ERISA. Except as could not reasonably be expected to have a Material Adverse Effect, (a) neither Neither a Reportable Event (other than a Reportable Event that is waived by regulation) nor an “accumulated funding deficiency” (within the meaning of Section 412 of the Code or Section 302 of ERISA), as applicable, ) has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan subject to Title IV of ERISA, Section 412 of the Code or Section 302 of ERISAPlan, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code; (b) no . No termination of a Single Employer Plan has occurred, and no Lien on the assets of the Borrower or any Significant Subsidiary in favor of the PBGC or a Plan has arisen, during such five-year period; (c) the . The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date for which a valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits by a material amount; and (d) neither . Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability under ERISA, and, to the knowledge of the Borrower or any Commonly Controlled Entity, and neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. Neither To the knowledge of the Borrower nor and any Commonly Controlled Entity has knowledge that any Entity, no such Multiemployer Plan is in ERISA Reorganization or Insolvent.

ERISA. Except as could not reasonably be expected to have a Material Adverse Effect, (a) neither a No Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412 of the Code or Section 302 of ERISA), as applicable, has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan subject to Title IV of ERISA, Section 412 of the Code or Section 302 of ERISASingle Employer Plan, and each Single Employer Plan has complied with and been administered in all material respects in accordance with the applicable provisions of ERISA and the Code; . To the best knowledge of the Borrowers, (a) no Reportable Event has occurred with respect to any Multiemployer Plan, and (b) no termination of a Single Employer each Multiemployer Plan has occurred, complied with and no Lien on been administered in all material respects with applicable provisions of ERISA and the assets of Code. Each Plan satisfied the Borrower or any Significant Subsidiary in favor of minimum funding requirements under ERISA and the PBGC or a Plan has arisen, during such five-year period; (c) the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, Code as of the last annual valuation date for which a valuation report is available prior to applicable thereto. Neither the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits by a material amount; and (d) neither the Borrower Borrowers nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability under ERISA, and, to the knowledge for which there is any withdrawal liability. As of the Borrower or most recent valuation date applicable to any Commonly Controlled EntityMultiemployer Plan, neither the Borrower Borrowers nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all such Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed madePlan. Neither the any Borrower nor any Commonly Controlled Entity has knowledge received notice that any such Multiemployer Plan is Insolvent or in Reorganization. To the best knowledge of the Borrowers, no such Insolvency or Reorganization or Insolventwhich could reasonably be expected to have a Material Adverse Effect is likely to occur. Based upon GAAP existing as of the date of this Agreement and current factual circumstances, the Borrowers have no reason to believe that the annual cost during the term of this Agreement to the Borrowers and all Commonly Controlled Entities for post-retirement benefits to be provided to the current and former employees of the Borrowers and all Commonly Controlled Entities under Plans which are welfare benefit plans (as defined in Section 3(1) of ERISA) will, in the aggregate, have a Material Adverse Effect.

ERISA. Except as could not reasonably be expected to have a Material Adverse Effect, (a) neither Neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412 of the Code or Section 302 of ERISA), as applicable, ) has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan subject to Title IV of ERISA, Section 412 of the Code or Section 302 of ERISASingle Employer Plan, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code; (b) no Code except where failure to do so would cause a liability which would not be material. No termination of a Single Employer Plan has occurred, and no Lien on the assets of the Borrower or any Significant Subsidiary in favor of the PBGC or a Plan has arisen, during such five-year period; (c) the . The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date for which a valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits by a material amount; and (d) neither . Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability under ERISA, and, to the knowledge of the Borrower or any Commonly Controlled Entity, and neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. Neither To the knowledge of the Borrower nor any Commonly Controlled Entity has knowledge that any after due inquiry, no such Multiemployer Plan is in Reorganization or Insolvent.

ERISA. Except as could not reasonably be expected to have a Material Adverse Effect, (a) neither a No Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412 of the Code or Section 302 of ERISA), as applicable, has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan, each Plan subject to Title IV of ERISA, Section has satisfied the applicable “minimum funding standard” and has had no “waived funding deficiency” (as such terms are defined in section 412 of the Code or Section and section 302 of ERISA) during the five-year period prior to the date on which this representation is made or deemed made, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code; . No “prohibited transaction” (band the transactions contemplated by this Agreement, will not constitute, or indirectly result in, a “prohibited transaction” within the meaning of section 4975 of the Code or section 406 of ERISA) no has occurred, or is expected to occur, which has subjected, or could subject, the Mortgaged Properties, a Borrower, or any officer, director or employee of a Borrower, or Trustee of any Single Employer Plan, administrator or other fiduciary to any tax or penalty on prohibited transactions imposed by either section 502 of ERISA or section 4975 of the Code or any other liability with respect thereto except as could not reasonably be expected to have a Material Adverse Effect. No termination of a Single Employer Plan has occurred, and no Lien on the assets of the Borrower or any Significant Subsidiary in favor of the PBGC or a Plan has arisen, during such five-year period; (c) the . The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date for which a valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits by a material amount; and (d) neither the . Neither Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability under ERISA, and, to the knowledge of the Borrower or any Commonly Controlled Entity, and neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the such Borrower or any such Commonly Controlled Entity were to withdraw partially or completely from any or all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. Neither the Borrower nor any Commonly Controlled Entity has knowledge that any No such Multiemployer Plan is in Reorganization or Insolvent.

ERISA. Except as could not reasonably be expected to have a Material Adverse Effect, (a) neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412 of the Code or Section 302 of ERISA), as applicable, has occurred during During the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan subject to Title IV of ERISAPlan, Section 412 of the Code or Section 302 of ERISA, and (A) each Plan has complied in all material respects with the applicable provisions of ERISA and the Code; Code and no Single Employer Plan has failed to satisfy the minimum funding standards (bwithin the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Single Employer Plan and (B) except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) a no Reportable Event with respect to a Single Employer Plan, whether or not waived has occurred, (ii) no termination of a Single Employer Plan has occurred, and no Lien on the assets of the Borrower or any Significant Subsidiary in favor of the PBGC or a Plan has arisen, during such five-year period; (ciii) the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date for which a valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits by a material amount; and amount (ddetermined in both cases using the assumptions applicable thereto promulgated under Section 430 of the Code), (iv) neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that which has resulted or could would reasonably be expected to result in a material liability under ERISA, and, to the knowledge of the Borrower or any Commonly Controlled Entity, (v) neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. Neither the Borrower nor any Commonly Controlled Entity has knowledge that any made and (vi) no such Multiemployer Plan is in Reorganization or Insolvent.

ERISA. Except as as, in the aggregate, could not reasonably be expected to have a Material Adverse Effectresult in material liability to any Group Member, (a) neither a Reportable Event nor an any failure to meet the “accumulated minimum funding deficiencystandard” (within the meaning of Section 412 of the Code or Section 302 of ERISA), as applicable, ) has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan subject to Title IV of ERISA, Section 412 of the Code or Section 302 of ERISAPlan, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code; (b) no . No termination of a Single Employer Plan has occurred, and no Lien on the assets of the Borrower or any Significant Subsidiary in favor of the PBGC or a Plan has arisen, during such five-year period; (c) the . The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date for which a valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits by a material amount; and (d) neither . Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability under ERISA, and, to the knowledge of the Borrower or any Commonly Controlled Entity, and neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. Neither the Borrower nor any Commonly Controlled Entity has knowledge that any No such Multiemployer Plan is in Reorganization or Insolvent.

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

ERISA. Except as could not reasonably be expected to have a Material Adverse Effect, (a) neither Neither a Reportable Event nor an “"accumulated funding deficiency” " (within the meaning of Section 412 of the Code or Section 302 of ERISA), as applicable, ) has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan subject to Title IV of ERISA, Section 412 of the Code or Section 302 of ERISAPlan, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code; (b) no . No termination of a Single Employer Plan has occurred, and no Lien on the assets of the Borrower or any Significant Subsidiary in favor of the PBGC or a Plan has arisen, during such five-year period; (c) the . The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date for which a valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits by a material amount; and (d) neither benefits. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability under ERISAPlan, and, to the knowledge of the Borrower or any Commonly Controlled Entity, and neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. Neither the Borrower nor any Commonly Controlled Entity has knowledge that any No such Multiemployer Plan is in Reorganization or Insolvent. The present value (determined using actuarial and other assumptions which are reasonable in respect of the benefits provided and the employees participating) of the liability of the Borrower and each Commonly Controlled Entity for post retirement benefits to be provided to their current and former employees under Plans which are welfare benefit plans (as defined in Section 3(l) of ERISA) does not, in the aggregate, exceed the assets under all such Plans allocable to such benefits by an amount in excess of $100,000.

ERISA. (i) Except as could would not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect, : (ai) neither a no Reportable Event nor an “accumulated has occurred with respect to any Single Employer Plan; (ii) no Single Employer Plan has failed to satisfy the minimum funding deficiency” standard (within the meaning of Section 412 of the Code or Section 302 of ERISA), as applicable, has occurred nor applied for or received a waiver of the minimum funding standard or an extension of an amortization period within the meaning of Section 412 of the Code or Section 303 or 304 of ERISA during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan subject to Title IV of ERISA, Section 412 of the Code or Section 302 of ERISA, and made; (iii) each Plan has complied in with its terms and with all material respects with applicable laws, including without limitation the applicable provisions of ERISA and the Code; (biv) all contributions required to be made with respect to a Single Employer Plan have been made; (v) no termination of a Single Employer Plan has occurred, and no Lien on the assets of the Borrower or any Significant Subsidiary in favor of the PBGC or a Single Employer Plan has arisen, during such five-year period; (cvi) the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Single Employer Plans) did not, as of the last annual valuation date for which a valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Single Employer Plan allocable to such accrued benefits by a material amountbenefits; (vi) none of the Parent, Holdings, the Borrower or any of its Restricted Subsidiaries has incurred any liability in connection with any non-exempt “prohibited transaction” (as defined in Section 406 of ERISA or Section 4975 of the Code) involving any Plan; and (dviii) neither none of the Parent, Holdings, the Borrower nor any Commonly Controlled Entity of its Restricted Subsidiaries has had (or reasonably expects to have) a complete or partial withdrawal from any Multiemployer Plan that has resulted or could would reasonably be expected to result in a material liability under ERISA, ERISA and, to the knowledge of the Borrower or any Commonly Controlled EntityParent and the Borrower, neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower or any 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. Neither the Borrower nor any Commonly Controlled Entity has knowledge that any such no Multiemployer Plan is in Reorganization or Insolvent.

ERISA. Except as could not reasonably be expected to have a Material Adverse Effect, (ai) neither a Reportable An ERISA Event nor an “accumulated funding deficiency” (within the meaning of Section 412 of the Code or Section 302 of ERISA), as applicable, has occurred during the five-year period prior to the date on occurs which this representation is made or deemed made with respect to any Plan subject to Title IV of ERISA, Section 412 of the Code or Section 302 of ERISA, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code; (b) no termination of a Single Employer Plan has occurred, and no Lien on the assets of the Borrower or any Significant Subsidiary in favor of the PBGC or a Plan has arisen, during such five-year period; (c) the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date for which a valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits by a material amount; and (d) neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in liability of a material Loan Party or an ERISA Affiliate in an aggregate amount which would reasonably be expected to result in a Material Adverse Effect, or (ii) a Loan Party or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under ERISASection 4201 of ERISA under any Multiemployer Plan which has resulted or could reasonably be expected to result in liability of a Loan Party or an ERISA Affiliate in an aggregate amount which would reasonably be expected to result in a Material Adverse Effect; provided, andthat any Event of Default under the Loan Documents, other than any (i) Specified ABL Default (subject to Section 8.04 in the case of clause (d) of the definition of “Specified ABL Default”) or (ii) Event of Default which cannot be waived without the written consent of each Lender directly and adversely affected thereby, shall be deemed not to be “continuing” (and shall be deemed to be “cured”) if the events, acts or conditions that gave rise to such event of default have been have remedied or cured (including by payment, notice, taking any action or omitting to take any action) or have ceased to exist and the Borrowers are otherwise in compliance with the Loan Documents; provided, that the foregoing shall not be applicable with respect to any default or Event of Default if the Borrowers knowingly and willfully fails to give timely notice to the knowledge Administrative Agent and the Lenders of such default or Event of Default required to be given under the Borrower or any Commonly Controlled Entity, neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower or any 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. Neither the Borrower nor any Commonly Controlled Entity has knowledge that any such Multiemployer Plan is in Reorganization or InsolventLoan Documents.

ERISA. Except as could not reasonably be expected to have a Material Adverse Effect, (a) neither Neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412 of the Code or Section 302 of ERISA), as applicable, ) has occurred during the five-five year period prior to the date on which this representation is made or deemed made with respect to any Plan subject Plan, and, to Title IV of ERISA, Section 412 the knowledge and belief of the Code or Section 302 of ERISABorrower, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code; (b) no Code except where non-compliance, either singly or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No termination of a Single Employer Plan has occurred, and no Lien on the assets of the Borrower or any Significant Subsidiary in favor of the PBGC or a Plan has arisen, during such five-year period; (c) the . The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date for which a valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits by an amount that could reasonably be expected to have a material amount; and (d) neither Material Adverse Effect. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability or loss under ERISA, and, to the knowledge of the Borrower or any Commonly Controlled Entity, and neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability or loss under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. Neither , in any case where, either singly or in the Borrower nor any Commonly Controlled Entity has knowledge that any such Multiemployer Plan is in Reorganization aggregate, the aggregate amount of loss or Insolventliability could not reasonably be expected to have a Material Adverse Effect.

ERISA. Except as could not reasonably be expected to have a Material Adverse Effect, (a) neither Neither a Reportable Event nor an “accumulated a failure to satisfy the minimum funding deficiency” standard applicable to any Plan for any plan year (within the meaning of as described in Section 412 of the Code or Section 302 of ERISA), as applicable, whether or not waived) has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan subject to Title IV of ERISA, Section 412 of the Code or Section 302 of ERISAPlan, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code; (b) no , except where, individually or in the aggregate, such occurrence or non-compliance has not resulted and could not reasonably be expected to result in a material liability to the Group Members taken as a whole. No termination of a Single Employer Plan has occurred, and no Lien on the assets of the Borrower or any Significant Subsidiary in favor of the PBGC or a Plan has arisen, during such five-year period; (c) , except where, individually or in the aggregate, such termination or Lien has not resulted and could not reasonably be expected to result in a material liability to the Group Members taken as a whole. The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date for which a valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits by a material amount; and (d) neither . Neither Holdings nor the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability under ERISA, and, to the knowledge of the Borrower or any Commonly Controlled Entity, and neither Holdings nor the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if Holdings, the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. Neither the Borrower nor any Commonly Controlled Entity has knowledge that any No such Multiemployer Plan is in Reorganization or Insolvent.

ERISA. Except as could not reasonably be expected to have a Material Adverse Effect, (a) neither Neither a Reportable Event nor an “"accumulated funding deficiency” " (within the meaning of Section 412 of the Code or Section 302 of ERISA), as applicable, ) has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan subject to Title IV of ERISA, Section 412 of the Code or Section 302 of ERISAPlan, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code; (b) no . No termination of a Single Employer Plan has occurred, and no Lien on the assets of the Borrower or any Significant Subsidiary in favor of the PBGC or a Plan has arisen, during such five-year period; (c) the . The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date for which a valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits by a material amount; and (d) neither the benefits. Neither Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability under ERISAPlan, and, to the knowledge and neither of the Borrower or any Commonly Controlled Entity, neither the Borrower Borrowers nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower Borrowers 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. Neither the Borrower nor any Commonly Controlled Entity has knowledge that any No such Multiemployer Plan is in Reorganization or Insolvent. The present value (determined using actuarial and other assumptions which are reasonable in respect of the benefits provided and the employees participating) of the liability of the Borrowers and each Commonly Controlled Entity for post retirement benefits to be provided to their current and former employees under Plans which are welfare benefit plans (as defined in Section 3(1) of ERISA) does not, in the aggregate, exceed the assets under all such Plans allocable to such benefits by an amount in excess of $2,000,000.

ERISA. Except as could not reasonably be expected to have a Material Adverse Effect, (a) neither a No Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412 of the Code or Section 302 of ERISA), as applicable, has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan, each Plan subject to Title IV of ERISA, Section has satisfied the applicable “minimum funding standard” and has had no “waived funding deficiency” (as such terms are defined in section 412 of the Code or Section and section 302 of ERISA) during the five-year period prior to the date on which this representation is made or deemed made, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code; . No “prohibited transaction” (band the transactions contemplated by this Agreement, will not constitute, or indirectly result in, a “prohibited transaction” within the meaning of section 4975 of the Code or section 406 of ERISA) no has occurred, or is expected to occur, which has subjected, or could subject, the Mortgaged Properties, Borrower, or any officer, director or employee of the Borrower, or Trustee of any Single Employer Plan, administrator or other fiduciary to any tax or penalty on prohibited transactions imposed by either section 502 of ERISA or section 4975 of the Code or any other liability with respect thereto. No termination of a Single Employer Plan has occurred, and no Lien on the assets of the Borrower or any Significant Subsidiary in favor of the PBGC or a Plan has arisen, during such five-year period; (c) the . The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date for which a valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits by a material amount; and (d) neither . Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability under ERISA, and, to the knowledge of the Borrower or any Commonly Controlled Entity, and neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw partially or completely from any or all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. Neither the Borrower nor any Commonly Controlled Entity has knowledge that any No such Multiemployer Plan is in Reorganization or Insolvent.

ERISA. (a) Except as could would not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect, (a) : neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412 412(a) of the Code or Section 302 302(a)(2) of ERISA), as applicable, ) has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan subject to Title IV of ERISA, Section 412 of the Code or Section 302 of ERISAPlan, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code; (b) no termination of a Single Employer Plan has occurred, and no Lien on the assets of the Borrower or any Significant Subsidiary in favor of the PBGC or a Plan has arisen, during such five-year period; (c) the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date for which a valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits by a material amountbenefits; and (d) neither none of Holdings, the Borrower nor or any Commonly Controlled Entity of its Restricted Subsidiaries has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could would reasonably be expected to result in a material liability under ERISA; none of Holdings, and, to the knowledge of the Borrower or any Commonly Controlled Entity, neither the Borrower nor any Commonly Controlled Entity of its Restricted Subsidiaries would become subject to any material liability under ERISA if the Borrower or any Commonly Controlled Entity such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. Neither the Borrower nor any Commonly Controlled Entity has knowledge that any such ; and no Multiemployer Plan is in Reorganization or InsolventInsolvent nor has the PBGC or Holdings or any Commonly Controlled Entity or any Multiemployer Plan instituted proceedings or taken any other action during the five year period prior to the date on which this representation is made with respect to the withdrawal from, or the termination, Reorganization or Insolvency of, any Plan.

ERISA. Except as could not reasonably be expected to have a Material Adverse Effect, (a) neither Neither a Reportable Event nor an a failure to satisfy the “accumulated minimum funding deficiencystandards” (within the meaning of Section 412 of the Code or Section 302 of ERISA), as applicable, ) applicable to each Plan (whether or not waived) has occurred during the five-year five‑year period prior to the date on which this representation is made or deemed made with respect to any Plan subject to Title IV of ERISA, Section 412 of the Code or Section 302 of ERISAPlan, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code; (b) no termination of a Single Employer Plan has occurred, and no Lien on the assets of the Borrower or any Significant Subsidiary in favor of the PBGC or a Plan has arisenarisen and no determination has been made that a Plan is, or is expected to be, “at risk” (within the meaning of Section 430 of the Code or Section 303 of ERISA), during such five-year period; (c) the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date for which a valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits by a material amount; and (d) neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability under ERISA, and, to the knowledge of the Borrower or any Commonly Controlled Entity, and neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. Neither the Borrower nor any Commonly Controlled Entity has knowledge that any ; and (e) no such Multiemployer Plan is in Reorganization “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 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 have a Material Adverse Effect.

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

ERISA. Except as could not reasonably be expected to have a Material Adverse Effect, (a) neither Neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412 of the Code or Section 302 of ERISA), as applicable, ) has occurred during the five-five year period prior to the date on which this representation is made or deemed made with respect to any Plan subject to Title IV of ERISA, Section 412 of the Code or Section 302 of ERISAPlan, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code; (b) no , except any such failures to comply that could not reasonably be expected to have a Material Adverse Effect. No termination of a Single Employer Plan has occurredoccurred under Section 4041(c) or Section 4042 of ERISA, and no Lien on the assets of the Borrower or any Significant Subsidiary in favor of the PBGC or a Plan has arisen, during such five-year period; (c) the . The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date for which a valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits by an amount that could reasonably be expected to have a material amount; and (d) neither Material Adverse Effect. Neither the Parent Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability under ERISA, and, to the knowledge of the Borrower or any Commonly Controlled Entity, and neither the Parent Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA that could reasonably be expected to have a Material Adverse Effect if the Parent 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. Neither the Borrower nor any Commonly Controlled Entity has knowledge that any No such Multiemployer Plan is in Reorganization or Insolvent.

ERISA. Except as could not reasonably be expected to have a Material Adverse Effect, : (a) neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412 of the Code or Section 302 of ERISA), as applicable, ) has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan subject to Title IV of ERISA, Section 412 of the Code or Section 302 of ERISAPlan, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code; , (b) no termination of a Single Employer Plan has occurred, and no Lien on the assets of the Borrower or any Significant Subsidiary in favor of the PBGC or a Plan has arisen, during such five-year period; , (c) the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date for which a valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits by a material amount; and , (d) neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability under ERISA, and, to the knowledge of the Borrower or any Commonly Controlled Entity, and neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. Neither the Borrower nor any Commonly Controlled Entity has knowledge that any , and (e) no such Multiemployer Plan is in Reorganization or Insolvent.

ERISA. Except as could not reasonably be expected to have a Material Adverse Effect, (a) neither Neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412 of the Code or Section 302 of ERISA), as applicable, Accumulated ----- Funding Deficiency has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan subject to Title IV of ERISA, Section 412 of the Code or Section 302 of ERISAPlan, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code; (b) no . No termination of a Single Employer Plan has occurred, and no Lien on the assets of the Borrower or any Significant Subsidiary in favor of the PBGC or a Plan has arisen, during such five-year period; (c) the . The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date for which a valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits by an amount which could reasonably be expected to have a material amount; and (d) neither Material Adverse Effect, either individually or in the Borrower aggregate with all other Single Employer Plans under which such accrued benefits exceed such assets. Neither the Company nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted during the five-year period prior to the date on which this representation is made or could deemed made which could, in the aggregate with other such withdrawals during such period, reasonably be expected to result in have a material liability under ERISAMaterial Adverse Effect, and, to the knowledge of the Borrower or any Commonly Controlled Entity, and neither the Borrower Company nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower Company 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. Neither the Borrower nor any Commonly Controlled Entity has knowledge that any No such Multiemployer Plan is in Reorganization or is Insolvent.

ERISA. Except as could not reasonably be expected to have a Material Adverse Effect, (a) neither Neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412 of the Code or Section 302 of ERISA), as applicable, ) has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan subject to Title IV of ERISA, Section 412 of the Code or Section 302 of ERISAPlan, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code; (b) no . No termination of a Single Employer Plan has occurredoccurred that is a distress termination under Section 41041 of ERISA, a termination at the instigation of the PBGC or has resulted in, or could reasonably be likely to result in, a material liability to the Company, and no Lien on the assets of the Borrower or any Significant Subsidiary in favor of the PBGC or a Plan has arisen, during such five-year period; (c) the . The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date for which a valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits by a material amount; and (d) neither . Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability under ERISA, and, to the knowledge of the Borrower or any Commonly Controlled Entity, and neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. Neither To the Borrower nor any Commonly Controlled Entity has knowledge that any Borrower’s knowledge, no such Multiemployer Plan is in Reorganization or Insolvent.

ERISA. Except as could not reasonably be expected to have a Material Adverse Effect, (a) neither Neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412 of the Code or Section 302 of ERISA), as applicable, ) has occurred during the five-five year period prior to the date on which this representation is made or deemed made with respect to any Plan subject Plan, and, to Title IV the knowledge and belief of ERISAHoldings and the Borrower, Section 412 of the Code or Section 302 of ERISA, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code; (b) no Code except where non-compliance, either singly or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No termination of a Single Employer Plan has occurred, and no Lien on the assets of the Borrower or any Significant Subsidiary in favor of the PBGC or a Plan has arisen, during such five-year period; (c) the . The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date for which a valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits by an amount that could reasonably be expected to have a material amount; and (d) neither Material Adverse Effect. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability or loss under ERISA, and, to the knowledge of the Borrower or any Commonly Controlled Entity, and neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability or loss under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. Neither , in any case where, either singly or in the Borrower nor any Commonly Controlled Entity has knowledge that any such Multiemployer Plan is in Reorganization aggregate, the aggregate amount of loss or Insolventliability could not reasonably be expected to have a Material Adverse Effect.

ERISA. Except as could not reasonably be expected to have a Material Adverse Effect, (a) neither Neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412 of the Code or Section 302 of ERISA), as applicable, ) has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Single Employer Plan subject that could reasonably be expected to Title IV of ERISA, Section 412 of the Code or Section 302 of ERISAhave a Material Adverse Effect, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code; (b) no Code to the extent that the failure to comply could not reasonably be expected to have a Material Adverse Effect. No termination of a Single Employer Plan has occurredoccurred (other than via a “standard termination” as defined in Section 4041(b) of ERISA), and no Lien on the assets of the Borrower or any Significant Subsidiary in favor of the PBGC or a Single Employer Plan has arisen, during such five-year period; (c) period that could reasonably be expected to have a Material Adverse Effect. The excess, if any, of the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Single Employer Plans) did not), as of the last annual valuation date for which a valuation report is available prior to the date on which this representation is made or deemed made, exceed over the value of the assets of such Single Employer Plan allocable to such accrued benefits by could not reasonably be expected to have a material amount; and (d) neither Material Adverse Effect. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in have a material liability under ERISAMaterial Adverse Effect, and, to the knowledge of the Borrower or any Commonly Controlled Entity, and neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA that could reasonably be expected to have a Material Adverse Effect if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. Neither To the Borrower nor any Commonly Controlled Entity has best knowledge that any of the Borrower, no such Multiemployer Plan is in Reorganization or Insolvent. The excess, if any, of the present value (determined using actuarial and other assumptions which are reasonable in respect of the benefits provided and the employees participating) of the liability of the Borrower for post retirement benefits to be provided to their current and former employees under Plans which are welfare benefit plans (as defined in Section 3(l) of ERISA) over the assets under all such Plans allocable to such benefits could not reasonably be expected to have a Material Adverse Effect.

ERISA. Except as could not reasonably be expected to have a Material Adverse Effect, (a) neither Neither a Reportable Event which could result in a material liability to the Borrower or any of its Subsidiaries nor an “"accumulated funding deficiency” " (within the meaning of Section 412 of the Code or Section 302 of ERISA), as applicable, ) has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan subject to Title IV of ERISA, Section 412 of the Code or Section 302 of ERISAPlan, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code; (b) no . No termination of a Single Employer Plan has occurredoccurred that is reasonably likely to cause the Borrower to incur liability, and no Lien on the assets of the Borrower or any Significant Subsidiary in favor of the PBGC or a Plan has arisen, during such five-year period; (c) . Except as set forth on Schedule 4.13, the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date for which a valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits by a material amount; and (d) benefits. Except as set forth on Schedule 4.13, neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability under ERISAthe past five years, and, to the knowledge of the Borrower or any Commonly Controlled Entity, and neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. Neither the Borrower nor any Commonly Controlled Entity has knowledge that any No such Multiemployer Plan is in Reorganization or Insolvent.

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

ERISA. Except as where the liability, individually or in the aggregate, which could reasonably be expected to result has not had or could not reasonably be expected to have a Material Adverse Effect, : (ai) neither a Reportable Event nor an “"accumulated funding deficiency” " (within the meaning of Section 412 of the Code or Section 302 of ERISA), as applicable, ) has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan subject to Title IV of ERISA, Section 412 of the Code or Section 302 of ERISA, and Single Employer Plan; (ii) each Plan (other than a Multiemployer Plan) has complied in all material respects with the applicable provisions of ERISA and the Code; (biii) no termination of a Single Employer Plan has occurred, and no Lien on the assets of the Borrower or any Significant Subsidiary in favor of the PBGC or a Single Employer Plan has arisenarisen and remains outstanding, during such five-year period; (civ) the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date for which a valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits by an amount which could reasonably be expected to have a material amountMaterial Adverse Effect; and (dv) neither none of the Borrower Credit Parties nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability under ERISAPlan, and, to the best knowledge of the Borrower or any Commonly Controlled EntityCredit Parties, neither none of the Borrower Credit Parties nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower Credit Parties or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. Neither the Borrower nor any Commonly Controlled Entity has knowledge that any ; (vi) no such Multiemployer Plan is in Reorganization or Insolvent; (vii) the present value (determined using actuarial and other assumptions which are reasonable in respect of the benefits provided and the employees participating) of the liability of the Borrower and each Commonly Controlled Entity for post retirement benefits to be provided to their current and former employees under Plans which are welfare benefit plans (as defined in Section 3(1) of ERISA) does not, in the aggregate, exceed the assets under all such Plans allocable to such benefits.

ERISA. Except as could not reasonably be expected to have a Material Adverse Effect, (a) neither Neither a Reportable Event nor an “accumulated any failure by any Plan to satisfy the minimum funding deficiency” standard (within the meaning of Section 412 of the Code or Section 302 of ERISA), as applicable, ) applicable to such Plan has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan subject Plan, and, to Title IV the knowledge and belief of ERISAHoldings and the Borrower, Section 412 of the Code or Section 302 of ERISA, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code; (b) no Code except where non-compliance, either singly or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No termination of a Single Employer Plan has occurred, and no Lien on the assets of the Borrower or any Significant Subsidiary in favor of the PBGC or a Plan has arisen, during such five-year period; (c) the . The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date for which a valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits by an amount that could reasonably be expected to have a material amount; and (d) neither Material Adverse Effect. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability or loss under ERISA, and, to the knowledge of the Borrower or any Commonly Controlled Entity, and neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability or loss under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. Neither , in any case where, either singly or in the Borrower nor any Commonly Controlled Entity has knowledge that any such Multiemployer Plan is in Reorganization aggregate, the aggregate amount of loss or Insolventliability could not reasonably be expected to have a Material Adverse Effect.

ERISA. Except as could not reasonably be expected to have a Material Adverse Effect, (a) neither Neither a Reportable Event nor an “"accumulated funding deficiency” " (within the meaning of Section 412 of the Code or Section 302 of ERISA), as applicable, ) has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan subject that resulted in, or could reasonably be expected to Title IV of ERISAresult in, Section 412 of the Code or Section 302 of ERISAany unpaid liability, and each Plan (other than any Multiemployer Plan or any multiemployer health or welfare plan) has complied (in form and in operation) in all material respects with the applicable provisions of ERISA and the Code; (b) no termination of , except as such Reportable Event, or such failure to comply, could not reasonably be expected to have a Single Employer Plan has occurred, and no Material Adverse Effect. No Lien on the assets of the Borrower or any Significant Subsidiary in favor of the PBGC or a Plan has arisen, during such five-year period; (c) the . The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date for which a valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits by a material amount; and (d) neither . Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted resulted, or could reasonably be expected to result result, in a material liability under ERISA, and, to the knowledge of the Borrower or any Commonly Controlled Entity, and neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. Neither the Borrower nor any Commonly Controlled Entity has knowledge that any No such Multiemployer Plan is in Reorganization or Insolvent.

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

ERISA. Except as could not reasonably be expected to have a Material Adverse Effect, (a) neither Neither a Reportable Event nor an “"accumulated funding deficiency” " (within the meaning of Section 412 of the Code or Section 302 of ERISA), as applicable, ) has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan subject to Title IV of ERISA, Section 412 of the Code or Section 302 of ERISAPlan, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code; (b) no . No termination of a Single Employer Plan has occurred, and no Lien on the assets of the Borrower or any Significant Subsidiary in favor of the PBGC or a Plan has arisen, during such five-year period; (c) the . The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date for which a valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits by a material amount; and (d) neither the Borrower benefits. Neither any Loan Party nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability under ERISA, and, to the knowledge of the Borrower or and neither any Commonly Controlled Entity, neither the Borrower Loan Party nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower any Loan Party or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. Neither the Borrower nor any Commonly Controlled Entity has knowledge that any No such Multiemployer Plan is in Reorganization or Insolvent. Notwithstanding the foregoing, the representations and warranties contained in this Section 5.13 are qualified such (i) that to the extent that any such representation or warranty applies to a Multiemployer Plan, such representation or warranty shall be deemed to be to the knowledge of Holdings or any Loan Party and (ii) a breach or failure to comply with such representation or warranty shall not be treated as such unless the circumstances of such breach or failure have resulted in or could reasonably be expected to have, in the aggregate, a Material Adverse Effect.

ERISA. Except as could not reasonably be expected to have a Material Adverse Effect, (a) neither 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 the Borrower, 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 Borrower controlled group of companies on October 29, 2004) nor an “accumulated funding deficiency” (within the meaning of Section 412 of the Code or Section 302 of ERISA), as applicable, ) has occurred during the five-five year period prior to the date on which this representation is made or deemed made with respect to any Plan subject to Title IV of ERISA, Section 412 of the Code or Section 302 of ERISAPlan, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code; (b) no , except, in each case, to the extent that any such Reportable Event, “accumulated funding deficiency” or failure to comply with the applicable provisions of ERISA or the Code could not reasonably be expected to result in a Material Adverse Effect. No termination of a Single Employer Plan has occurred, and no Lien on the assets of the Borrower or any Significant Subsidiary in favor of the PBGC or a Plan has arisen, during such five-year period; (c) the . The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date for which a valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits by a material amount; and (d) neither . Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability under ERISA, and, to the knowledge of the Borrower or any Commonly Controlled Entity, and neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. Neither the Borrower nor any Commonly Controlled Entity has knowledge that any No such Multiemployer Plan is in Reorganization or Insolvent.

ERISA. Except as could not reasonably be expected to have a Material Adverse Effect, (a) neither Neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412 of the Code or Section 302 of ERISA), as applicable, ) has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan subject to Title IV of ERISA, Section 412 of the Code or Section 302 of ERISASingle Employer Plan, and each Single Employer Plan has complied in all material respects with the applicable provisions of ERISA and the Code; (b) no . No termination of a Single Employer Plan has occurred, and no Lien on the assets of the Borrower or any Significant Subsidiary in favor of the PBGC or a Plan has arisen, during such five-year period; (c) period on the assets of a Borrower or any Commonly Controlled Entity. The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date for which a valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits by a material amount; and (d) neither . None of the Borrower Borrowers nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could would reasonably be expected to result in a material liability under ERISA, and, to the knowledge and neither of the Borrower or any Commonly Controlled Entity, neither the Borrower Borrowers nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the a 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. Neither the Borrower nor any Commonly Controlled Entity has knowledge that any No such Multiemployer Plan is in Reorganization reorganization or Insolventinsolvent.

ERISA. Except as could would not reasonably be expected to have a Material Adverse Effect, (ai) neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412 of the Code or Section 302 of ERISA), as applicable, ) has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan subject to Title IV of ERISA, Section 412 of the Code or Section 302 of ERISAPlan, and each Plan during such five-year period has complied in all material respects with the applicable provisions of ERISA and the Code; , (bii) no termination of a Single Employer Plan has occurred, and no Lien on the assets of the Borrower or any Significant Subsidiary in favor of the PBGC or a Plan has arisen, during such five-year period; period and (ciii) the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date for which a valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits by a material amount; and (d) . To the best of the Borrower’s knowledge, neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability under ERISA, and, and to the knowledge best of the Borrower or any Commonly Controlled EntityBorrower’s knowledge, neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. Neither the Borrower nor any Commonly Controlled Entity has knowledge that any No such Multiemployer Plan is in Reorganization or Insolvent.

ERISA. Except as could would not reasonably be expected to have a Material Adverse Effect, (ai) neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412 of the Code or Section 302 of ERISA), as applicable, ) has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan subject to Title IV of ERISA, Section 412 of the Code or Section 302 of ERISAPlan, and each Plan during such five-year period has complied in all material respects with the applicable provisions of ERISA and the Code; , (bii) no termination of a Single Employer Plan has occurred, and no Lien on the assets of the Borrower or any Significant Subsidiary in favor of the PBGC or a Plan has arisen, during such five-year period; period and (ciii) the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date for which a valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits by a material amount; and (d) . To the best of Holdings, Mentor or any Borrower’s knowledge, neither the Mentor nor any Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability under ERISA, and, and to the knowledge best of the Borrower Holdings, Mentor or any Commonly Controlled EntityBorrower’s knowledge, neither the Mentor nor any Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Mentor, 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. Neither the Borrower nor any Commonly Controlled Entity has knowledge that any No such Multiemployer Plan is in Reorganization or Insolvent.

ERISA. Except as (a) No Event of Default described in Sections 8(g)(i), (ii), (vi) or (vii) has occurred or is reasonably expected to occur with respect to any Single Employer Plan, and each Plan is in compliance in all respects with the applicable provisions of ERISA and the Code except where such Event of Default, or non-compliance could not reasonably be expected to have a Material Adverse Effect, (a) neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412 of the Code or Section 302 of ERISA), as applicable, has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan subject to Title IV of ERISA, Section 412 of the Code or Section 302 of ERISA, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code; (b) no . No termination of a Single Employer Plan has occurredoccurred or is reasonably expected to occur, and no Lien on the assets of against Holdings, the Borrower or any Significant Subsidiary Commonly Controlled Entity in favor of the PBGC or a Single Employer Plan or a Multiemployer Plan has arisen, during such five-year period; (c) the past five years. The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date for which a valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits by a material amount; and (d) neither more than $25,000,000. Neither Holdings, the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a any material liability under ERISA, and, to the knowledge of the Borrower or any Commonly Controlled Entity, and neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. Neither the Borrower nor any Commonly Controlled Entity has knowledge that any No such Multiemployer Plan is in Reorganization or Insolvent, or pursuant to Section 432(b) of the Code, in “endangered” or “critical” status.

ERISA. Except as could not reasonably be expected to have a Material Adverse Effectfor the voluntary petition filed by the Borrower under Chapter 11 of the Bankruptcy Code in the Bankruptcy Court for the District of Delaware in 1995 and except for the commencement of the Case, (a) neither a Reportable Event nor an “"accumulated funding deficiency” " (within the meaning of Section 412 of the Code or Section 302 of ERISA), as applicable, ) has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan subject to Title IV of ERISA, Section 412 of the Code or Section 302 of ERISAPlan, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code; (b) no . No termination of a Single Employer Plan has occurred, and no Lien on the assets of the Borrower or any Significant Subsidiary in favor of the PBGC or a Plan has arisen, during such five-year period; (c) the . The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date for which a valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits by a material amount; and (d) neither . Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that which has resulted or could reasonably be expected to result in a material liability under ERISA, and, to the knowledge of the Borrower or any Commonly Controlled Entity, and neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. Neither To the Borrower nor any Commonly Controlled Entity has knowledge that any of the Borrower, no such Multiemployer Plan is in Reorganization or Insolvent.

ERISA. Except as could not reasonably be expected to have a Material Adverse Effect, (a) neither Neither a Reportable Event nor an “accumulated a failure to satisfy the minimum funding deficiency” (within the meaning requirements of Section 412 or 430 of the Code or Section 302 of ERISA), as applicable, has occurred during the fivesix-year period prior to the date on which this representation is made or deemed made or is reasonably expected to occur with respect to any Single Employer Plan, no Plan subject is reasonably expected to Title IV be in “at risk” status within the meaning of ERISA, Section 412 430 of the Code or Section 302 of ERISA, and each Plan (including, to the knowledge of the Loan Parties, a Multiemployer Plan or a multiemployer welfare plan maintained pursuant to a collective bargaining agreement) has complied in all material respects with the applicable provisions of ERISA ERISA, the Code and the Code; (b) no constituent documents of such Plan, except for instances of non-compliance that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No termination of a Single Employer Plan has occurredoccurred during such six-year period or is reasonably expected to occur (other than a termination described in Section 4041(b) of ERISA), and no Lien on the assets of the Borrower or any Significant Subsidiary in favor of the PBGC or a Plan has arisen, arisen during such fivesix-year period; (c) period or is reasonably expected to arise. Except to the extent that any such excess could not reasonably be expected to have a Material Adverse Effect, the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date for which a valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits by benefits. Except to the extent that such liability could not reasonably be expected to have a material amount; and Material Adverse Effect, (di) neither the Borrower Loan Parties nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability under ERISAPlan, and, to and (ii) the knowledge of the Borrower or any Commonly Controlled Entity, neither the Borrower nor any Commonly Controlled Entity Loan Parties would not become subject to any material liability under ERISA if the Borrower a Loan Party or any 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. To the knowledge of the Loan Parties, no such Multiemployer Plan is in Reorganization, Insolvent or terminating or is reasonably expected to be in Reorganization, become Insolvent or be terminated or is, or is reasonably expected to be in endangered, seriously endangered or critical status, in each case within the meaning of Section 432 of the Code. Except to the extent that any such excess could not reasonably be expected to have a Material Adverse Effect, the present value (determined using actuarial and other assumptions which are reasonable in respect of the benefits provided and the employees participating) of the aggregate liabilities of the Loan Parties and each Commonly Controlled Entity for the provision of post-retirement benefits to their current and former employees under Plans which are welfare benefit plans (as defined in Section 3(1) of ERISA) do not, in the aggregate, exceed the total assets under all such Plans allocable to such benefits except as disclosed in the financial statements of the Loan Parties. Neither the Loan Parties nor any Commonly Controlled Entity has engaged in a prohibited transaction under Section 406 of ERISA and/or Section 4975 of the Code in connection with any Plan that would subject any Loan Party to liability under ERISA and/or Section 4975 of the Code that could reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: (1) Each Plan that is intended to qualify under Section 401(a) of the Code has received a favorable determination letter from the IRS covering such plan’s most recently completed five-year remedial amendment cycle in accordance with Revenue Procedure 2007-44, I.R.B. 2007-28, indicating that such Plan is so qualified and the trust related thereto has been determined by the Internal Revenue Service to be exempt from federal income tax under Section 501(a) of the Code or an application for such a determination is currently pending before the Internal Revenue Service and, to the knowledge of the Borrower, nothing has occurred subsequent to the issuance of the most recent determination letter which would cause such Plan to lose its qualified status; (2) no liability to the PBGC (other than required premium payments) or the IRS with respect to any Plan, any Plan or Single Employer Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by any Loan Party or any Commonly Controlled Entity; (3) no Event of Default under Section 9.1(h) hereof has occurred and neither the Borrower nor any Commonly Controlled Entity has knowledge is aware of any fact, event or circumstance that any such could reasonably be expected to constitute or result in an Event of Default; and (4) each of the Loan Parties’ Commonly Controlled Entities have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan is and are not in Reorganization or Insolvent“default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan.

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

ERISA. Except as could not reasonably be expected to have a Material Adverse Effectset forth on Schedule 3.13, (a) neither a Reportable Event nor an “"accumulated funding deficiency” " (within the meaning of Section 412 of the Code or Section 302 of ERISA), as applicable, ) has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Single Employer Plan subject or, to Title IV of ERISA, Section 412 the knowledge of the Code or Section 302 of ERISABorrower, with respect to any Multiemployer Plan, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code; (b) no . No termination of a Single Employer Plan has occurred, and no Lien on the assets of the Borrower or any Significant Subsidiary in favor of the PBGC or a Plan has arisen, during such five-year period; (c) . Except as disclosed in the Borrower's Form 10-K for the year ended December 31, 2005, as of December 31, 2005, the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date for which a valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits by a material amount; and (d) neither . Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability under ERISAERISA that could reasonably be expected to have Material Adverse Effect, and, to the knowledge of the Borrower or any Commonly Controlled Entity, and neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed mademade except as could not reasonably be expected to have a Material Adverse Effect. Neither As of the Borrower nor any Commonly Controlled Entity has Closing Date, to the knowledge that any of the Borrower, no such Multiemployer Plan is in Reorganization or Insolvent.

ERISA. Except as could not reasonably be expected to have a Material Adverse Effect, (a) neither 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 Section 302 of ERISA), as applicable, ) has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan subject to Title IV of ERISA, Section 412 of the Code or Section 302 of ERISAPlan, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code; (b) no , except, in each case, to the extent that any such Reportable Event, “accumulated funding deficiency” or failure to comply with the applicable provisions of ERISA or the Code could not reasonably be expected to result in a Material Adverse Effect. No termination of a Single Employer Plan has occurred, and no Lien on the assets of the Borrower or any Significant Subsidiary in favor of the PBGC or a Plan has arisen, during such five-year period; (c) the . The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date for which a valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits by a material amount; and (d) neither . 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, to the knowledge of the Borrower or any Commonly Controlled Entity, and neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. Neither the Borrower nor any Commonly Controlled Entity has knowledge that any No such Multiemployer Plan is in Reorganization or Insolvent.

ERISA. Except as could not reasonably be expected to have a Material Adverse Effect, (a) neither Neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412 of the Code or Section 302 of ERISA), as applicable, ) has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan subject to Title IV of ERISA, Section 412 of the Code or Section 302 of ERISAPlan, and each Plan has complied during such period in all material respects with the applicable provisions of ERISA and the CodeCode except for any noncompliance that would not result in a material liability to the Bermuda Borrower or any of its Subsidiaries. Neither the Bermuda Borrower nor any Commonly Controlled Entity has been involved in any transaction that would cause the Bermuda Borrower or any of its Subsidiaries to be subject to material liability with respect to a Plan to which the Bermuda Borrower or any of its Subsidiaries or any Commonly Controlled Entity contributed or was obligated to contribute during the six-year period ending on the date this representation is made or deemed made; (b) no or incurred any material liability under Title IV of ERISA which would become or remain a material liability of the Bermuda Borrower or any of its Subsidiaries after the Closing Date. No termination of a Single Employer Plan has occurred, and no Lien on the assets of the Borrower or any Significant Subsidiary in favor of the PBGC or a Plan has arisen, during such five-year period; (c) the period that has not been satisfied in full. The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date for which a valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits by an amount which, if it became a liability of the Borrowers, would be a material amount; and (d) neither liability. Neither the Borrower Bermuda Borrower, nor any of its Subsidiaries nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability under ERISAthat has not been satisfied in full, and, to the knowledge of the Borrower or any Commonly Controlled Entity, and neither the Borrower Bermuda Borrower, nor any of its Subsidiaries nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Bermuda Borrower or any of its Subsidiaries or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made, in either case that would result in a material liability to the Bermuda Borrower or any of its Subsidiaries. Neither To the Borrower nor any Commonly Controlled Entity has knowledge that any of the Bermuda Borrower, no such Multiemployer Plan is in Reorganization or Insolvent. The present value (determined using actuarial and other assumptions which are reasonable in respect of the benefits provided and the employees participating) of the liability of the Bermuda Borrower, its Subsidiaries and each Commonly Controlled Entity for post retirement benefits to be provided to their current and former employees under Plans which are welfare benefit plans (as defined in Section 3(1) of ERISA) does not, in the aggregate, exceed the assets under all such Plans allocable to such benefits by an amount which, if it became a liability of the Borrowers, would be a material liability except to the extent that such liability is properly reflected on the Bermuda Borrower’s financial statements. For purposes of this subsection 5.14, a material liability shall mean a liability exceeding $5,000,000.

ERISA. Except as could not reasonably be expected to have a Material Adverse Effect, (a) neither Neither a Reportable Event nor an “"accumulated funding deficiency” " (within the meaning of Section 412 of the Code or Section 302 of ERISA), as applicable, ) has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan subject to Title IV of ERISA, Section 412 of the Code or Section 302 of ERISAPlan, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code; (b) no Code where the failure to so comply could reasonably be expected to have a Material Adverse Effect. No termination of a Single Employer Plan has occurredoccurred so as to subject, and no Lien on the assets directly or indirectly, any asset of the Borrower or any Significant Subsidiary Commonly Controlled Entity to any liability, contingent or otherwise, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period; (c) the . The present value of all the accrued benefits benefit obligations under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date for which a valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits by a material amount; and (d) neither benefit obligations. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability under ERISAPlan, and, to the knowledge of the Borrower or any Commonly Controlled Entity, and neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. Neither the Borrower nor any Commonly Controlled Entity has knowledge that any No such Multiemployer Plan is in Reorganization or Insolvent. The present value (determined using actuarial and other assumptions which are reasonable in respect of the benefits provided and the employees participating) of the liability of the Borrower and each Commonly Controlled Entity for post retirement benefits to be provided to their current and former employees under Plans which are welfare benefit plans (as defined in Section 3(1) of ERISA) does not, in the aggregate, exceed the assets under all such Plans allocable to such benefits.

ERISA. Except as could would not reasonably be expected expected, either individually or in the aggregate, to have a Material Adverse Effect, (a) neither a Reportable Event which would reasonably be expected to result in the termination of a Plan nor an “accumulated a failure of any Plan to satisfy the minimum funding deficiency” standards (within the meaning of Section 412 of the Code or Section 302 of ERISA)) applicable to such Plan, as applicablein each instance whether or not waived, has occurred during the five-year period prior to the date on which this representation is made or deemed made on the date of any Extension of Credit with respect to any Plan; (b) each Plan subject to Title IV of ERISA, Section 412 of the Code or Section 302 of ERISA, and each Multiemployer Plan has complied in all material respects with the applicable provisions of ERISA and the Code; (bc) no termination of a Single Employer Plan has occurred, and no Lien (other than Liens permitted under subsection 8.3) on the assets of the Borrower Company or any Significant Subsidiary Commonly Controlled Entity in favor of the PBGC or a Plan has arisen, during such five-year period; and (cd) the present value of all accrued benefits under each Single Employer Plan (based on those the assumptions used to fund such Plansfor purposes of Statement of Financial Accounting Standards No. 87) did not, as of the last annual valuation date for which a valuation report is available prior to the date on which this representation is made or deemed mademade on the date of any Extension of Credit, exceed the fair market value of the assets of such Plan allocable to such accrued benefits by benefits. Except as would not reasonably be expected, either individually or in the aggregate, to have a material amount; and Material Adverse Effect, (di) neither the Borrower Company nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability under ERISA, and, to the knowledge of the Borrower or any Commonly Controlled Entity, Plan; (ii) neither the Borrower Company nor any Commonly Controlled Entity would become subject to any material liability under ERISA if (A) the Borrower Company 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. Neither the Borrower nor any Commonly Controlled Entity has knowledge that made or (B) any such Multiemployer Plan is in Reorganization or InsolventInsolvent or is in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA). The present value (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 106) of the liability of the Company and each Commonly Controlled Entity for accrued post-retirement benefits to be provided to their current and former employees under welfare benefit plans (as defined in Section 3(1) of ERISA) does not, in the aggregate, exceed the fair market value of the assets under all such plans allocable to such benefits by an amount in excess of $25,000,000.

ERISA. Except as could not reasonably be expected to have a Material Adverse Effect, (a) neither Neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412 of the Code or Section 302 of ERISA), as applicable, ) has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Single Employer Plan subject or Multiemployer Plan, and, except as, in the aggregate, could not reasonably be expected to Title IV of ERISAhave a Material Adverse Effect, Section 412 of the Code or Section 302 of ERISA, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code; (b) no . No termination of a Single Employer Plan or Multiemployer Plan has occurred, and no Lien on the assets of the Borrower or any Significant Subsidiary in favor of the PBGC or such a Plan has arisen, during such five-year period; (c) the . The present value of all accrued benefits under each Single Employer Plan that is a “pension plan” within the meaning of Section 3(2) of ERISA (based on those assumptions used to fund such Single Employer Plans) did not, as of the last annual valuation date for which a valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Single Employer Plan allocable to such accrued benefits by a material amount; and (d) neither . Neither the Borrower nor any Commonly Controlled Entity has had had, within the past five years, a complete or partial withdrawal from any Multiemployer Plan that has resulted or could would reasonably be expected to result in a material liability under ERISA, and, to the knowledge of the Borrower or any Commonly Controlled Entity, and neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. Neither the Borrower nor any Commonly Controlled Entity has knowledge that any No such Multiemployer Plan is in Reorganization or Insolvent.

ERISA. Except as could not reasonably be expected to have a Material Adverse Effect, (a) neither Neither a Reportable Event nor an “"accumulated funding deficiency” " (within the meaning of Section 412 of the Code or Section 302 of ERISA), as applicable, ) has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan subject Plan, which in any event, has resulted, or could reasonably be expected to Title IV of ERISAresult, Section 412 of the Code or Section 302 of ERISA, and each in a material liability. Each Plan has complied in all material respects with the applicable provisions of ERISA and the Code; (b) no . No termination of a Single Employer Plan has occurred, and no Lien on the assets of the Borrower or any Significant Subsidiary in favor of the PBGC or a Plan has arisen, during such five-year period; (c) the , which in any event, has resulted, or could reasonably be expected to result, in a material liability. The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date for which a valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits by a material amount; and (d) neither . Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability under ERISA, and, to the knowledge of the Borrower or any Commonly Controlled EntityBorrower, neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. Neither the Borrower nor any Commonly Controlled Entity has knowledge that any No such Multiemployer Plan is in Reorganization or InsolventInsolvent such that a material liability to the Borrower or a Commonly Controlled Entity could reasonably be expected to result therefrom.

ERISA. Except as could not reasonably be expected to have a Material Adverse Effect, (a) neither Neither a Reportable Event nor an “accumulated a failure to meet the minimum funding deficiency” standards (within the meaning of Section 412 of the Code or Section 302 of ERISA), as applicablewhether or not waived, has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan subject to Title IV of ERISA, Section 412 of the Code or Section 302 of ERISAother than a Multiemployer Plan, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code, where the liability could be reasonably expected to result in a Material Adverse Effect; (b) no provided, however, that with respect to any Multiemployer Plan, such representation is made only to the knowledge of the Borrower. No termination of a Single Employer Plan pursuant to Section 4041(c) or 4042 of ERISA has occurred, and no Lien on the assets of the Borrower or any Significant Subsidiary in favor of the PBGC or a Plan has arisen, during such five-year period; (c) the present value of all accrued benefits under each . There has been no determination that any Single Employer Plan is, or is expected to be, in “at risk” status (based on those assumptions used to fund such Plans) did not, as within the meaning of Section 430 of the last annual valuation date for which a valuation report is available prior to the date on which this representation is made Code or deemed made, exceed the value Section 303 of the assets of such Plan allocable to such accrued benefits by a material amount; and (d) neither ERISA). Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability under ERISA, and, and to the knowledge of the Borrower or any Commonly Controlled EntityBorrower, neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed mademade which liability could be reasonably expected to result in a Material Adverse Effect. Neither the Borrower nor any Commonly Controlled Entity has knowledge that any such No Multiemployer Plan is in Reorganization Insolvency or Insolventin “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA).

ERISA. Except as No Reportable Event that could not reasonably be expected to have a Material Adverse Effect, result in any material liability to the Borrower has occurred with respect to any Single Employer Plan. Each Plan has complied in all material respects with the applicable provisions of ERISA and the Code. During the five-year period prior to the date on which this representation is made or deemed made: (a) neither no termination of a Reportable Event nor an Single Employer Plan has occurred, (b) no “accumulated funding deficiency” (within the meaning of Section 412 of the Code or Section 302 of ERISA), as applicable, ) has occurred during the five-year period prior to the date on which this representation is made or deemed made been incurred with respect to any Plan subject to Title IV of ERISA, Section 412 of the Code or Section 302 of ERISASingle Employer Plan, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code; (bc) no termination of a Single Employer Plan has occurred, and no Lien on the assets of the Borrower or any Significant Subsidiary in favor of the PBGC or a Single Employer Plan has arisen, during such five-year period; (c) the . The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Single Employer Plans) did not, as of the last annual valuation date for which a valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Single Employer Plan allocable to such accrued benefits by an amount that could reasonably be expected to result in a material amount; and (d) neither Material Adverse Effect. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability under ERISA, and, to the knowledge of the Borrower or any Commonly Controlled Entity, and neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. Neither the Borrower nor any Commonly Controlled Entity has knowledge that any No such Multiemployer Plan is in Reorganization or Insolvent. Neither the Borrower nor any of its Subsidiaries has any liability with respect to any employee benefit plan that is not subject to the laws of the United States or a political subdivision thereof that could reasonably be expected to result in a Material Adverse Effect.

ERISA. Except as could not reasonably be expected to have a Material Adverse Effect, (a) neither Neither a Reportable Event nor an “accumulated a failure to satisfy the minimum funding deficiency” standard (within the meaning of Section Sections 412 and 430 of the Code or Section Sections 302 and 303 of ERISA), as applicable, ) has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan subject Single Employer Plan, whether or not waived, which resulted in any material liability to Title IV of ERISA, Section 412 of the Code any Group Member or Section 302 of ERISACommonly Controlled Entity, and each Single Employer Plan has complied in all material respects with the applicable provisions of ERISA and the Code; (b) no . No termination of a Single Employer Plan has occurred, and no Lien on the assets of the Borrower or any Significant Subsidiary in favor of the PBGC or a Plan has arisen, during such five-year period; (c) the . The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date for which a valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits by a material amount; and (d) neither the Borrower nor any . No Group Member or Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could would reasonably be expected to result in a material liability under ERISA. No such Multiemployer Plan is Insolvent, and, or was determined to the knowledge or expected to be in “critical” or “endangered” status under Section 432 of the Borrower Code or any Commonly Controlled EntitySection 305 of ERISA, neither and no Single Employer Plan was determined to or expected to be in “at risk” status as defined in Section 430 of the Borrower nor any Code or Section 303 of ERISA, and no Group Member or Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower any Group Member or any 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. Neither No Group Member has any liability with respect to any employee benefit plan that is not subject to the Borrower nor any Commonly Controlled Entity has knowledge laws of the United States or a political subdivision thereof that any such Multiemployer Plan is would reasonably be expected to result in Reorganization or Insolventa Material Adverse Effect.

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

ERISA. Except as could not reasonably be expected to have a Material Adverse Effect, (a) neither Neither a Reportable Event nor an a failure to satisfy the “accumulated minimum funding deficiencystandards” (within the meaning of Section 412 of the Code or Section 302 of ERISA), as applicable, ) applicable to each Plan (whether or not waived) has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan subject to Title IV of ERISA, Section 412 of the Code or Section 302 of ERISAPlan, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code; (b) no termination of a Single Employer Plan has occurred, and no Lien on the assets of the Borrower or any Significant Subsidiary in favor of the PBGC or a Plan has arisenarisen and no determination has been made that a Plan is, or is expected to be, “at risk” (within the meaning of Section 430 of the Code or Section 303 of ERISA), during such five-year period; (c) the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date for which a valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits by a material amount; and (d) neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability under ERISA, and, to the knowledge of the Borrower or any Commonly Controlled Entity, and neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. Neither the Borrower nor any Commonly Controlled Entity has knowledge that any ; and (e) no such Multiemployer Plan is in Reorganization “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 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 have a Material Adverse Effect.

ERISA. Except as could not reasonably be expected to have a Material Adverse Effect, (a) neither Neither a Reportable Event nor an “"accumulated funding deficiency” " (within the meaning of Section 412 of the Code or Section 302 of ERISA), as applicable, ) has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan subject to Title IV of ERISA, Section 412 of the Code or Section 302 of ERISAother than a Multiemployer Plan, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code, where the liability could be reasonably expected to result could have a Material Adverse Effect; (b) no provided, however, that with respect to any Multiemployer Plan, such representation is made only to the knowledge of the Borrower. No termination of a Single Employer Plan pursuant to Section 4041(c) or 4042 of ERISA has occurred, and no Lien on the assets of the Borrower or any Significant Subsidiary in favor of the PBGC or a Plan has arisen, during such five-year period; (c) the . The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date for which a valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits by a material amount; and (d) neither . Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability under ERISA, and, and to the knowledge of the Borrower or any Commonly Controlled EntityBorrower, neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed mademade which liability could be reasonably expected to result could have a Material Adverse Effect. Neither the Borrower nor any Commonly Controlled Entity has knowledge that any No such Multiemployer Plan is in Reorganization or Insolvent.

ERISA. Except as could not reasonably be expected to have a Material Adverse Effect, (a) neither Neither a Reportable Event nor an “"accumulated ----- funding deficiency” " (within the meaning of Section 412 of the Code or Section 302 of ERISA), as applicable, ) has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Single Employer Plan subject which would reasonably be likely to Title IV of ERISA, Section 412 of the Code or Section 302 of ERISAhave a Material Adverse Effect, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code; (b) no , except to the extent that the failure to so comply would not, in the aggregate, be reasonably likely to have a Material Adverse Effect. No termination of a Single Employer Plan has occurred, and no Lien on the assets of against the Borrower or any Significant Subsidiary Commonly Controlled Entity and in favor of the PBGC or a Single Employer Plan has arisen, during such five-year period; (c) the period which would reasonably be likely to have a Material Adverse Effect. The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date for which a valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits by a material amount; and (d) neither . Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability under ERISAPlan, and, and based on such information provided to the knowledge Borrower by the Sponsors of the Multiemployer Plans, Borrower or any Commonly Controlled Entity, believes that neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA which would reasonably be likely to have a Material Adverse Effect if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. Neither To the knowledge of the Borrower nor any Commonly Controlled Entity has knowledge that any no such Multiemployer Plan is in Reorganization or Insolventin a state of Insolvency.

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

ERISA. Except as could not reasonably be expected to have a Material Adverse Effect, (a) neither Neither a Reportable Event nor an “accumulated any failure to satisfy the minimum funding deficiency” standards (within the meaning of Section 412 of the Code or Section 302 of ERISA), as applicableincluding any “accumulated funding deficiency,” whether or not waived, has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan subject to Title IV of ERISA, Section 412 of the Code or Section 302 of ERISAPlan, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code; . There has been no failure to make by its due date a required installment under Section 412(m) of the Code with respect to any Single Employer Plan nor a failure by any Loan Party or any Commonly Controlled Entity to make any required contribution to a Multiemployer Plan. There has been no determination that any Single Employer Plan is or is expected to be in “at risk” status (b) no within the meaning of Title IV of ERISA). No termination of a Single Employer Plan has occurred, and no Lien on the assets of the Borrower or any Significant Subsidiary in favor of the PBGC or a Plan has arisen, during such five-year period; (c) the . The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date for which a valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits by a material amount; and (d) neither . Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability under ERISA, and, to the knowledge of the Borrower or any Commonly Controlled Entity, and neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. Neither the Borrower nor any Commonly Controlled Entity has knowledge that any No such Multiemployer Plan is in Reorganization or InsolventInsolvent or is expected to be in endangered or critical status (within the meaning of Section 432 of the Code or Section 305 or Title IV of ERISA).

ERISA. Except as could not reasonably be expected to have a Material Adverse Effect, (a) neither Neither a Reportable Event nor an “"accumulated funding deficiency” " (within the meaning of Section 412 of the Code or Section 302 of ERISA), as applicable, ) has occurred during the five-year period prior to and is continuing on the date on which this representation is made or deemed made with respect to any Plan subject to Title IV of ERISA, Section 412 of the Code or Section 302 of ERISASingle Employer Plan, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code; (b) no . No termination of a Single Employer Plan has occurred, and no Lien on the assets of the Borrower or any Significant Subsidiary in favor of the PBGC or a Plan has arisenarisen and remains in effect against the assets of the Borrower or any Commonly Controlled Entity, during such five-year period; (c) the as of each date on which this representation is made or deemed made. The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date for which a valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits by a material amount; and (d) neither an amount in excess of $25,000,000. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability under ERISAPlan, and, to the knowledge of the Borrower or any Commonly Controlled Entity, and neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. Neither the Borrower nor any Commonly Controlled Entity has knowledge that any No such Multiemployer Plan is in Reorganization or Insolvent. Notwithstanding the foregoing, there shall be no breach of the representations set forth in this subsection 4.12 unless the amount of any liability of the Borrower or any Commonly Controlled Entity which arises or which could reasonably be expected to arise in connection with the matters giving rise to such breach, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

ERISA. Except as where the liability, individually or in the aggregate, which could reasonably be expected to result has not had or could not reasonably be expected to have a Material Adverse Effect, : (a) neither a Reportable Event nor an “"accumulated funding deficiency” " (within the meaning of Section 412 of the Code or Section 302 of ERISA), as applicable, ) has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan subject to Title IV of ERISA, Section 412 of the Code or Section 302 of ERISA, and Single Employer Plan; (b) each Plan (other than a Multiemployer Plan) has complied in all material respects with the applicable provisions of ERISA and the Code; (bc) no termination of a Single Employer Plan has occurred, and no Lien on the assets of the Borrower or any Significant Subsidiary in favor of the PBGC or a Single Employer Plan has arisenarisen and remains outstanding, during such five-year period; (cd) the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date for which a valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits by in an amount that could reasonably be expected to have a material amountMaterial Adverse Effect; and (de) neither none of the Borrower Loan Parties nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability under ERISAPlan, and, to the knowledge of the Borrower or any Commonly Controlled EntityLoan Parties, neither none of the Borrower Loan Parties nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower Loan Parties or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. Neither the Borrower nor any Commonly Controlled Entity has knowledge that any ; (f) no such Multiemployer Plan is in Reorganization or Insolvent; (g) the present value (determined using actuarial and other assumptions which are reasonable in respect of the benefits provided and the employees participating) of the liability of the Borrower and each Commonly Controlled Entity for post retirement benefits to be provided to their current and former employees under Plans which are welfare benefit plans (as defined in Section 3(l) of ERISA) does not, in the aggregate, exceed the assets under all such Plans allocable to such benefits.

ERISA. Except as could not reasonably be expected to have a Material Adverse Effect, (a) neither Neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412 of the Code or Section 302 of ERISA), as applicable, ) has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Single Employer Plan subject which could reasonably be expected to Title IV of ERISA, Section 412 of the Code have a Material Adverse Effect. Each Plan (other than a Multiemployer Plan or Section 302 of ERISA, and each Plan a multiemployer welfare plan maintained pursuant to a collective bargaining agreement) has complied in all material respects with the applicable provisions of ERISA and the Code; (b) no Code except for non-compliance which could not reasonably be expected to have a Material Adverse Effect. No termination of a Single Employer Plan has occurredoccurred (other than a termination described in Section 4041(b) of ERISA with respect to which no Loan Party has incurred any liability (i) to the PBGC or (ii) in excess of $5,000,000), and no Lien on the assets of the Borrower or any Significant Subsidiary in favor of the PBGC or a Plan has arisen, during such five-year period; (c) . Except to the extent that any such excess could not have a Material Adverse Effect, the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date for which a valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits by more than $5,000,000. Neither a material amount; and (d) neither the Borrower Loan Party nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability under ERISAPlan, and, to the knowledge of the Borrower or any Commonly Controlled EntityLoan Parties, neither none of the Borrower nor any Commonly Controlled Entity Loan Parties would become subject to any material liability under ERISA if the Borrower any Loan Party or any 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. Neither To the Borrower nor any Commonly Controlled Entity has knowledge that any of the Loan Parties, no such Multiemployer Plan is in Reorganization or Insolvent. Except to the extent that any such excess could not have a Material Adverse Effect, the present value (determined using actuarial and other assumptions which are reasonable in respect of the benefits provided and the employees participating) of the liability of each Loan Party and each Commonly Controlled Entity for post retirement benefits to be provided to their current and former employees under Plans which are welfare benefit plans (as defined in Section 3(1) of ERISA) other than such liability disclosed in the financial statements of the Loan Parties does not, in the aggregate, exceed the assets under all such Plans allocable to such benefits by an annual amount in excess of $5,000,000.

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

ERISA. Except as could not reasonably be expected to have a Material Adverse Effect, (a) neither Neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412 of the Code or Section 302 of ERISA), as applicable, ) has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan subject Plan, and during such five-year period, there has been no failure to Title IV of ERISA, make by its due date a required installment under Section 412 430(j) of the Code with respect to any Plan and no Lien in favor of the PBGC with respect to Plan or Section 302 in favor of ERISAa Plan has arisen. Except as, and in the aggregate, would not reasonably be expected to have a Material Adverse Effect: (i) each Plan has complied in all material respects with the applicable provisions of ERISA and the Code; (bii) on and after the effectiveness of the Pension Act, each Plan that is subject to Title IV of ERISA has satisfied the minimum funding standards (within the meaning of Section 412 or 430 of the Code or Section 302 of ERISA) applicable to such Plan, and there has been no determination that any such Plan is, or is expected to be, in “at risk” status (within the meaning of Title IV of ERISA); (iii) no termination of a Single Employer Plan has occurred, occurred and no Lien on the assets of the Borrower or any Significant Subsidiary in favor of the PBGC or a Plan has arisen, during such five-year period; (c) the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date for which a valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits by a material amountbenefits; and (div) neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability under ERISA, and, to the knowledge of the Borrower or any Commonly Controlled Entity, and neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. Neither ; (v) no Multiemployer Plan is in Reorganization or Insolvent or in endangered or critical status, within the meaning of Section 432 of the Code or Section 305 or Title IV of ERISA; and (vi) neither the Borrower nor any Commonly Controlled Entity has knowledge that is or could reasonably be expected to be subject to any such Multiemployer Plan is in Reorganization liability with respect to any “employee benefit plan” (within the meaning of Section 3(3) of ERISA) subject to Title IV of ERISA maintained, sponsored or Insolventcontributed to by the Borrower or any Commonly Controlled Entity.

ERISA. Except as as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (a) neither a Reportable Event nor an “"accumulated funding deficiency” " (within the meaning of Section 412 of the Code or Section 302 of ERISA), as applicable, ) has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan subject to Title IV of ERISA, Section 412 of the Code or Section 302 of ERISAPlan, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code; (b) no . No termination of a Single Employer Plan has occurredoccurred that could reasonably be expected to have a Material Adverse Effect, and no Lien on the assets of the Borrower or any Significant Subsidiary in favor of the PBGC or a Plan has arisen, during such five-year period; (c) the . The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date for which a valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits by a material amount; and (d) . Except as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect, neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability under ERISAPlan, and, to the knowledge of the Borrower or any Commonly Controlled Entity, and neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA that, in the aggregate, could reasonably be expected to have a Material Adverse Effect, if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. Neither the Borrower nor any Commonly Controlled Entity has knowledge that any No such Multiemployer Plan is in Reorganization or InsolventInsolvent under circumstances that could reasonably be expected to have a Material Adverse Effect.

ERISA. Except as could not reasonably be expected to have a Material Adverse Effect, (a) neither Neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412 of the Code or Section 302 of ERISA), as applicable, ) has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Single Employer Plan subject which could reasonably be likely to Title IV of ERISA, Section 412 of the Code or Section 302 of ERISAhave a Material Adverse Effect, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code; (b) no , except to the extent that the failure to so comply could not, in the aggregate, be reasonably likely to have a Material Adverse Effect. No termination of a Single Employer Plan has occurred, and no Lien on the assets of against the Borrower or any Significant Subsidiary Commonly Controlled Entity and in favor of the PBGC or a Single Employer Plan has arisen, during such five-year period; (c) the period which would reasonably be likely to have a Material Adverse Effect. The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date for which a valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits by a material amount; and (d) neither . Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability under ERISAPlan, and, and based on such information provided to the knowledge Borrower by the sponsors of the Multiemployer Plans, the Borrower or any Commonly Controlled Entity, believes that neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA which could reasonably be likely to have a Material Adverse Effect if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. Neither To the knowledge of, the Borrower nor any Commonly Controlled Entity has knowledge that any no such Multiemployer Plan is in Reorganization or Insolventin a state of Insolvency.

ERISA. Except as where the liability, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, : (a) neither a Reportable Event nor an “accumulated a failure to satisfy the minimum funding deficiency” standards with respect to any Single Employer Plan (within the meaning of Section 412 of the Code or Section 302 of ERISA), as applicable, ) has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan subject to Title IV of ERISA, Section 412 of the Code or Section 302 of ERISA, and Single Employer Plan; (b) each Plan (other than a Multiemployer Plan) has complied in all material respects with the applicable provisions of ERISA and the Code; (bc) no termination of a Single Employer Plan has occurred, and no Lien on the assets of the Borrower or any Significant Subsidiary in favor of the PBGC or a Single Employer Plan has arisenarisen and remains outstanding, during such five-year period; (cd) the present value of all accrued benefits under each Single Employer Plan (determined based on those the assumptions used by such Single Employer Plans pursuant to fund such PlansSection 430(h) of the Code) did not, as of the last annual valuation date for which a valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Single Employer Plan (as determined pursuant to Section 430(g) of the Code) allocable to such accrued benefits by in an amount that could reasonably be expected to have a material amountMaterial Adverse Effect; and (de) neither none of the Borrower Loan Parties nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability under ERISAPlan, and, to the knowledge of the Borrower or any Commonly Controlled EntityLoan Parties, neither none of the Borrower Loan Parties nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower Loan Parties or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. Neither the Borrower nor any Commonly Controlled Entity has knowledge that any ; and (f) no such Multiemployer Plan is in Reorganization or Insolvent.

ERISA. Except as could would not reasonably be expected to have result in a Material Adverse Effect, (ai) neither a Reportable Event Event, with respect to a Single Employer Plan, nor an “accumulated funding deficiency” a failure to make any required contribution (within including any required installment) under the meaning of Section 412 of the Code or Section 302 of ERISA), as applicable, Pension Funding Rules has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan subject to Title IV of ERISA, Section 412 of the Code or Section 302 of ERISAsuch Single Employer Plan, and (ii) each Single Employer Plan has complied in all material respects with the applicable provisions of ERISA and the Code. Each Single Employer Plan sponsored, maintained or contributed to by Borrower that is intended to meet the requirements of a “qualified plan” under Code Section 401(a) has received a determination from the Internal Revenue Service that such plan is so qualified or may rely on an opinion letter issued by the Internal Revenue Service that such plan is so qualified, and nothing has occurred since the date of such determination that could reasonably be expected to adversely affect the qualified status of such plan in any material respect; (b) no termination of a Single Employer Plan has occurred, and no Lien on the assets of the Borrower or any Significant Subsidiary in favor of the PBGC or a Plan has arisen, during such five-year period; (c) the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date for which a valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits by a material amount; and (d) neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability to Borrower under ERISA, and, ; to the knowledge of Holdings and Borrower, the Borrower or any Commonly Controlled Entity, neither the Borrower nor any Commonly Controlled Entity would not become subject to any material liability under ERISA if the Borrower or any Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which of this representation Agreement; to the knowledge of Holdings and the Borrower, no such Multiemployer Plan is made Insolvent and there has been no determination that any Multiemployer Plan is in endangered or deemed madecritical status within the meaning of Section 432 of the Code or Section 305 of ERISA; and the Borrower has not engaged in any non-exempt “prohibited transaction”, as defined in Section 406 of ERISA and Section 4975 of the Code, in connection with any Plan, that could reasonably be expected to subject the Borrower to a material liability, tax or penalty imposed by Section 409, 502(i), or 502(1) of ERISA or Section 4975 of the Code. Neither Except as would not reasonably be expected to result in a Material Adverse Effect, neither the Borrower nor any Commonly Controlled Entity has knowledge that incurred any liability (including any indirect, contingent or secondary liability) to or on account of any Plan pursuant to Sections 515, 4062, 4063, 4064, 4069, 4201, 4204 or 4212 of ERISA or Sections 436(f) or 4971 of the Code or expects to incur any such Multiemployer Plan is in Reorganization or Insolventliability under any of the foregoing sections with respect to any Plan.

ERISA. Except (a) No ERISA Event has occurred or is reasonably expected to occur with respect to any Plan, and each Plan is in compliance in all respects with the applicable provisions of ERISA and the Code, except for such failures to comply, in the aggregate for all such failures, that could not reasonably be expected to have a Material Adverse Effect. Schedule SB, (Actuarial Information) to the most recent annual report (Form 5500 Series) for each Plan (if any), copies of which have been filed with the United States Department of Labor and furnished to the Lenders, is complete and accurate and fairly presents the funding status of such Plan, except as could not reasonably be expected to have a Material Adverse Effect, (a) neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412 of the Code or Section 302 of ERISA), as applicable, has occurred during the five-year period prior to and since the date on which this representation is made or deemed made with respect to any Plan subject to Title IV of ERISA, Section 412 of the Code or Section 302 of ERISA, and each Plan such Schedule SB there has complied been no material adverse change in all material respects with the applicable provisions of ERISA and the Code; (b) no termination of a Single Employer Plan has occurred, and no Lien on the assets of the Borrower or any Significant Subsidiary in favor of the PBGC or a Plan has arisen, during such five-year period; (c) the funding status. The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) ), if any, did not, as of the last annual valuation date for which a valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits by a material amount; and (d) neither the Borrower more than $25,000,000. Neither any Group Member nor any Commonly Controlled Entity ERISA Affiliate has had incurred or is reasonably expected to incur any Withdrawal Liability to any Multiemployer Plan. Neither any Group Member nor any ERISA Affiliate has been notified by the sponsor of a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability under ERISA, and, to the knowledge of the Borrower or any Commonly Controlled Entity, neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower or any 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. Neither the Borrower nor any Commonly Controlled Entity has knowledge that any such Multiemployer Plan is in Reorganization Reorganization, Insolvent or Insolventhas 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 reasonably expected to be in Reorganization, Insolvent or in “endangered” or “critical” status.