Common use of ERISA Clause in Contracts

ERISA. (i) Except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, each Benefit Arrangement is in compliance with the applicable provisions of ERISA, the Internal Revenue Code and other Applicable Laws. Except with respect to Multiemployer Plans, each Qualified Plan (A) has received a favorable determination from the Internal Revenue Service applicable to such Qualified Plan’s current remedial amendment cycle (as defined in Revenue Procedure 2007-44 or “2007-44” for short), (B) has timely filed for a favorable determination letter from the Internal Revenue Service during its staggered remedial amendment cycle (as defined in 2007-44) and such application is currently being processed by the Internal Revenue Service, (C) had filed for a determination letter prior to its “GUST remedial amendment period” (as defined in 2007-44) and received such determination letter and the staggered remedial amendment cycle first following the GUST remedial amendment period for such Qualified Plan has not yet expired, or (D) is maintained under a prototype plan and may rely upon a favorable opinion letter issued by the Internal Revenue Service with respect to such prototype plan. To the best knowledge of the Borrower, nothing has occurred which would cause the loss of its reliance on each Qualified Plan’s favorable determination letter or opinion letter. (ii) With respect to any Benefit Arrangement that is a retiree welfare benefit arrangement, all amounts have been accrued on the applicable ERISA Group’s financial statements in accordance with FASB ASC 715. (iii) Except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: (i) no ERISA Event has occurred or is expected to occur; (ii) there are no pending, or to the knowledge of a Responsible Officer of the Borrower, threatened, claims, actions or lawsuits or other action by any Governmental Authority, plan participant or beneficiary with respect to a Benefit Arrangement; (iii) there are no violations of the fiduciary responsibility rules with respect to any Benefit Arrangement; and (iv) no member of the ERISA Group has engaged in a non-exempt “prohibited transaction,” as defined in Section 406 of ERISA and Section 4975 of the Internal Revenue Code, in connection with any Plan, that would subject any member of the ERISA Group to a tax on prohibited transactions imposed by Section 502(i) of ERISA or Section 4975 of the Internal Revenue Code.

ERISA. (ia) Except No Loan Party or ERISA Affiliate has incurred or could be reasonably expected to incur any liability to, or on account of, a Multiemployer Plan as a result of a violation of Section 515 of ERISA or pursuant to Section 4201, 4204 or 4212(c) of ERISA which could reasonably be expected to result in a Material Adverse Effect; (b) Each Employee Plan complies in all material respects in form and operation with ERISA, the Internal Revenue Code (except where such failure could not reasonably be expectedexpected to result in a Material Adverse Effect); (c) The present value of the “benefit liabilities” (within the meaning of Section 4001(a)(16) of ERISA) of each Employee Plan subject to Title IV of ERISA (using the actuarial assumptions and methods used by the actuary to that Employee Plan in its most recent valuation of that Employee Plan) do not exceed the fair market value of the assets of each such Employee Plan by an amount which could reasonably be expected to result in a Material Adverse Effect; (d) There is no litigation, individually arbitration, administrative proceeding or in claim pending or (to the aggregatebest of each Loan Party and ERISA Affiliates’ knowledge and belief) threatened against or with respect to any Employee Plan (other than routine claims for benefits) which has or, if adversely determined, could reasonably be expected to have a Material Adverse Effect, ; (e) Each Loan Party and each Benefit Arrangement is in compliance with ERISA Affiliate has made all material contributions to each Employee Plan and Multiemployer Plan required by law within the applicable provisions of ERISAtime limits prescribed by law, the Internal Revenue Code and other Applicable Laws. Except with respect to Multiemployer Plans, each Qualified Plan (A) has received a favorable determination from the Internal Revenue Service applicable to such Qualified Plan’s current remedial amendment cycle (as defined in Revenue Procedure 2007-44 or “2007-44” for short), (B) has timely filed for a favorable determination letter from the Internal Revenue Service during its staggered remedial amendment cycle (as defined in 2007-44) and such application is currently being processed by the Internal Revenue Service, (C) had filed for a determination letter prior to its “GUST remedial amendment period” (as defined in 2007-44) and received such determination letter and the staggered remedial amendment cycle first following the GUST remedial amendment period for such Qualified Plan has not yet expired, or (D) is maintained under a prototype terms of that plan and may rely upon a favorable opinion letter issued by any contract or agreement requiring contributions to that plan (except where the Internal Revenue Service with respect failure to such prototype plan. To the best knowledge of the Borrower, nothing has occurred which would cause the loss of its reliance on each Qualified Plan’s favorable determination letter or opinion letter. (ii) With respect to any Benefit Arrangement that is a retiree welfare benefit arrangement, all amounts have been accrued on the applicable ERISA Group’s financial statements in accordance with FASB ASC 715. (iii) Except as do so could not reasonably be expected, individually or expected to result in the aggregate, to have a Material Adverse Effect: ); (if) No Loan Party or ERISA Affiliate has ceased operations at a facility so as to become subject to the provisions of Section 4062(e) of ERISA, withdrawn as a substantial employer so as to become subject to the provisions of Section 4063 of ERISA, or ceased making contributions to any Employee Plan subject to Section 4064(a) of ERISA to which it made contributions which could reasonably be expected to result in a Material Adverse Effect; (g) No Loan Party or ERISA Affiliate has incurred or could reasonably be expected to incur any liability to the PBGC (other than liability to the PBGC for the payment of periodic premiums); and (h) Except as set forth in Schedule 4.9, no ERISA Event has occurred or is expected reasonably likely to occur; (ii) there are no pending, or to the knowledge of a Responsible Officer of the Borrower, threatened, claims, actions or lawsuits or other action by any Governmental Authority, plan participant or beneficiary with respect to a Benefit Arrangement; (iii) there are no violations of the fiduciary responsibility rules with respect to any Benefit Arrangement; and (iv) no member of the ERISA Group has engaged in a non-exempt “prohibited transaction,” as defined in Section 406 of ERISA and Section 4975 of the Internal Revenue Code, in connection with any Plan, that would subject any member of the ERISA Group to a tax on prohibited transactions imposed by Section 502(i) of ERISA or Section 4975 of the Internal Revenue Code.

ERISA. (i) Except as could not reasonably be expected, individually or in the aggregate, expected to have a Material Adverse Effect, each Benefit Arrangement is in compliance with the applicable provisions of ERISA, the Internal Revenue Code and other Applicable LawsLaws in all material respects. Except with respect to Multiemployer Plans, each Each Qualified Plan (A) and each Plan has received a favorable determination from the Internal Revenue Service applicable to such Qualified Plan’s current remedial amendment cycle (as defined in Revenue Procedure 2007-44 Service, or “2007-44” for short), (B) has timely filed for a favorable determination letter from the Internal Revenue Service during its staggered remedial amendment cycle (as defined in 2007-44) and such application is currently being processed by the Internal Revenue Service, (C) had filed for a determination letter prior to its “GUST remedial amendment period” (as defined in 2007-44) and received such determination letter and the staggered remedial amendment cycle first following the GUST remedial amendment period for such Qualified Plan has not yet expired, or (D) is maintained under a prototype plan and may rely upon a favorable opinion letter issued by the Internal Revenue Service with respect to such prototype plan. To the best knowledge of the Borrower, nothing has occurred which would cause the loss of its reliance on each Qualified Plan’s and each Plan’s favorable determination letter or opinion letter. (ii) With respect to any Benefit Arrangement that is a retiree welfare benefit arrangement, all amounts have been accrued on the applicable ERISA Group’s financial statements in accordance with FASB ASC 715. The “benefit obligation” of all Plans does not exceed the “fair market value of plan assets” for such Plans by more than $10,000,000 all as determined by and with such terms defined in accordance with FASB ASC 715. (iii) Except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: (i) no ERISA Event has occurred or is expected to occur; (ii) there are no pending, or to the knowledge of a any Responsible Officer of the Parent or the Borrower, threatened, claims, actions or lawsuits or other action by any Governmental Authority, plan participant or beneficiary with respect to a Benefit Arrangement; (iii) there are no violations of the fiduciary responsibility rules with respect to any Benefit Arrangement; and (iv) no member of the ERISA Group has engaged in a non-exempt “prohibited transaction,” as defined in Section 406 of ERISA and Section 4975 of the Internal Revenue Code, in connection with any Plan, that would subject any member of the ERISA Group to a tax on prohibited transactions imposed by Section 502(i) of ERISA or Section 4975 of the Internal Revenue Code.

ERISA. Neither CBI, any of its Subsidiaries nor any Controlled ERISA Affiliate maintains or contributes to any Benefit Plan or Retiree Health Plan other than those listed on Schedule 6.15. Each such Benefit Plan has been and is being maintained and funded in accordance with its terms and in compliance in all material respects with all provisions of ERISA and the Internal Revenue Code applicable thereto. CBI, each of its Subsidiaries and each Controlled ERISA Affiliate has fulfilled all obligations related to the minimum funding standards of ERISA and the Internal Revenue Code for each Benefit Plan, is in compliance in all material respects with the currently applicable provisions of ERISA and of the Internal Revenue Code and has not incurred any liability (iother than routine liability for premiums) under Title IV of ERISA. Except as previously reported to the Agent, no Termination Event has occurred nor has any other event occurred that may result in such a Termination Event which could not reasonably be expectedexpected to have a Material Adverse Effect. No event or events have occurred in connection with which CBI, any of its Subsidiaries, any Controlled ERISA Affiliate, any fiduciary of a Benefit Plan or any Benefit Plan, directly or indirectly, would be subject to any liability, individually or in the aggregate, under ERISA, the Internal Revenue Code or any other law, regulation or governmental order or under any agreement, instrument, statute, rule of law or regulation pursuant to or under which any such entity has agreed to indemnify or is required to indemnify any person against liability incurred under, or for a violation or failure to satisfy the requirements of, any such statute, regulation or order which could reasonably be expected to have a Material Adverse Effect. No ERISA Affiliate (excluding for purposes hereof any ERISA Affiliate which is a Controlled ERISA Affiliate) has incurred or to the best knowledge of CBI and its Subsidiaries, each Benefit Arrangement is in compliance with the applicable provisions of could reasonably be expected to incur, any liability under ERISA, the Internal Revenue Code and other Applicable Laws. Except with respect to Multiemployer Plans, each Qualified Plan (A) has received a favorable determination from the Internal Revenue Service applicable to such Qualified Plan’s current remedial amendment cycle (as defined in Revenue Procedure 2007-44 or “2007-44” for short), (B) has timely filed for a favorable determination letter from the Internal Revenue Service during its staggered remedial amendment cycle (as defined in 2007-44) and such application is currently being processed by the Internal Revenue Service, (C) had filed for a determination letter prior to its “GUST remedial amendment period” (as defined in 2007-44) and received such determination letter and the staggered remedial amendment cycle first following the GUST remedial amendment period for such Qualified Plan has not yet expiredCode, or (D) is maintained under a prototype plan and may rely upon a favorable opinion letter issued by the Internal Revenue Service with respect to such prototype plan. To the best knowledge of the Borrower, nothing any other applicable law that has occurred which would cause the loss of its reliance on each Qualified Plan’s favorable determination letter had or opinion letter. (ii) With respect to any Benefit Arrangement that is a retiree welfare benefit arrangement, all amounts have been accrued on the applicable ERISA Group’s financial statements in accordance with FASB ASC 715. (iii) Except as could not reasonably be expected, individually or in the aggregate, expected to have a Material Adverse Effect: (i) no ERISA Event has occurred or is expected to occur; (ii) there are no pending, or to the knowledge of a Responsible Officer of the Borrower, threatened, claims, actions or lawsuits or other action by any Governmental Authority, plan participant or beneficiary with respect to a Benefit Arrangement; (iii) there are no violations of the fiduciary responsibility rules with respect to any Benefit Arrangement; and (iv) no member of the ERISA Group has engaged in a non-exempt “prohibited transaction,” as defined in Section 406 of ERISA and Section 4975 of the Internal Revenue Code, in connection with any Plan, that would subject any member of the ERISA Group to a tax on prohibited transactions imposed by Section 502(i) of ERISA or Section 4975 of the Internal Revenue Code.

ERISA. (ia) Except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, each Benefit Arrangement Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other Applicable Laws. Except with respect to Multiemployer Plans, each Qualified Plan (Ai) has received a an initial favorable determination from the Internal Revenue Service and, if applicable to such Qualified Plan’s current , the most recent remedial amendment cycle (as defined in Revenue Procedure 2007-44 or “2007-44” for short), (B) has timely filed for a favorable determination letter from the Internal Revenue Service during its staggered remedial amendment cycle (as defined in 2007-44) and such application is currently being processed by the Internal Revenue Service, (C) had filed for a determination letter prior to its “GUST remedial amendment period” (as defined in 2007-44) and received such determination letter and the staggered remedial amendment cycle first following the GUST remedial amendment period for such Qualified Plan has not yet expired, or (Dii) is maintained under a prototype or volume submitter plan and may rely upon a favorable opinion letter issued by the Internal Revenue Service with respect to such prototype plan. To the best knowledge of the BorrowerNSA REIT and each of its Subsidiaries, nothing has occurred which would cause the loss of its reliance on each Qualified Plan’s favorable determination letter or opinion letter. (ii) With respect to any Benefit Arrangement that is a retiree welfare benefit arrangement, all amounts have been accrued on the applicable ERISA Group’s financial statements in accordance with FASB ASC 715. (iiib) Except as could not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect: , (i) no ERISA Event has occurred or is expected to occur; (ii) there are no pending, or to the best knowledge of a Responsible Officer of NSA REIT and the Borrower, threatened, claims, actions or lawsuits or other action by any Governmental Authority, plan participant or beneficiary with respect to a Benefit ArrangementPlan; (iii) there are no violations of the fiduciary responsibility rules with respect to any Benefit ArrangementPlan; and (iv) no member of the ERISA Group has engaged in a non-exempt “prohibited transaction,” as defined in Section 406 of ERISA and Section 4975 of the Internal Revenue Code, in connection with any Plan, that would subject any member of the ERISA Group to a tax on prohibited transactions imposed by Section 502(i) of ERISA or Section 4975 of the Internal Revenue Code. (c) None of the assets of NSA REIT or any of its Subsidiaries constitutes “plan assets” within the meaning of the applicable provisions of ERISA, the Internal Revenue Code and the respective regulations promulgated thereunder.

ERISA. (i) Except as could would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, each Benefit Arrangement is in compliance with the applicable provisions of ERISA, the Internal Revenue Code and other Applicable Laws. Except with respect to Multiemployer Plans, each Qualified Plan (A) has received a favorable determination from the Internal Revenue Service applicable to such Qualified Plan’s current remedial amendment cycle (as defined in Revenue Procedure 2007-44 or “2007-44” for short), (B) has timely filed for a favorable determination letter from the Internal Revenue Service during its staggered remedial amendment cycle (as defined in 2007-44) and such application is currently being processed by the Internal Revenue Service, (C) had filed for a determination letter prior to its “GUST remedial amendment period” (as defined in 2007-44) and received such determination letter and the staggered remedial amendment cycle first following the GUST remedial amendment period for such Qualified Plan has not yet expired, or (D) is maintained under a prototype plan and may rely upon a favorable opinion letter issued by the Internal Revenue Service with respect to such prototype plan. To the best knowledge of the Borrower, nothing has occurred which would cause the loss of its reliance on each Qualified Plan’s favorable determination letter or opinion letter. (ii) With respect to any Benefit Arrangement that is a retiree welfare benefit arrangement, all amounts have been accrued on the applicable ERISA Group’s financial statements in accordance with FASB ASC 715. (iii) Except as could not reasonably be expected, individually or in the aggregate, expected to have a Material Adverse Effect: (i) at no time in the past six years has the Company or any ERISA Event has occurred Affiliate maintained, sponsored, participated in, contributed to or is expected had any liability or obligation in respect of any Employee Benefit Plan subject to occur; (ii) there are no pending, Title IV of ERISA or to the knowledge of a Responsible Officer Section 412 of the BorrowerCode, threatened, claims, actions or lawsuits or other action by any Governmental Authority, plan participant or beneficiary with respect to a Benefit Arrangement; (iii) there are no violations of the fiduciary responsibility rules with respect to any Benefit Arrangement; and (iv) no member of the ERISA Group has engaged in a non-exempt “prohibited transaction,multiemployer plan” as defined in Section 406 3(37) of ERISA or any multiple employer plan for which the Company or any ERISA Affiliate has incurred or could incur material liability under Section 4063 or 4064 of ERISA, (ii) no “welfare benefit plan” as defined in Section 3(1) of ERISA provides or promises, or at any time provided or promised, retiree health, or other post-termination benefits except to the extent such benefit is fully insured or as may be required by the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or similar state law and (iii) each Employee Benefit Plan is and has been operated in compliance with its terms and all applicable laws, including but not limited to ERISA and the Code. Each Employee Benefit Plan intended to be qualified under Code Section 4975 of 401(a) has a favorable determination or opinion letter from the Internal Revenue CodeService (the “IRS”) upon which it can rely, and any such determination or opinion letter remains in effect and has not been revoked and no event has occurred and no facts or circumstances exist that could reasonably be expected to result in the loss of qualification or tax exemption of any such Employee Benefit Plan. With respect to each Foreign Benefit Plan, such Foreign Benefit Plan (1) if intended to qualify for special tax treatment, meets, in connection all material respects, the requirements for such treatment, and (2) if required to be funded, is funded to the extent required by applicable law. The Company does not have any obligations under any collective bargaining agreement with any union. As used in this Section 5.23, “Code” means the Internal Revenue Code of 1986, as amended; “Employee Benefit Plan” means any “employee benefit plan” within the meaning of Section 3(3) of ERISA, that would including, without limitation, all equity and equity-based, severance, employment, change-in-control, medical, disability, fringe benefit, bonus, incentive, deferred compensation, employee loan and all other employee benefit plans, agreements, programs, policies or other arrangements, whether or not subject to ERISA, under which (x) any current or former employee, director, independent contractor or other service provider of the Company or its subsidiaries has any present or future right to benefits and which are contributed to, sponsored by or maintained by the Company or any of the Subsidiaries or (y) the Company or any of the Subsidiaries has had or has any present or future direct or contingent obligation or liability; “ERISA” means the Employee Retirement Income Security Act of 1974, as amended; “ERISA Affiliate” means any member of the ERISA Group company’s controlled group as determined pursuant to a tax on prohibited transactions imposed by Code Section 502(i414(b), (c), (m) or (o), with respect to any Person, each business or entity under “common control” with such Person within the meaning of Section 4001(a)(14) of ERISA ERISA; and “Foreign Benefit Plan” means any Employee Benefit Plan established, maintained or Section 4975 contributed to outside of the Internal Revenue CodeUnited States of America and which is not subject to United States law.

ERISA. (i) Except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, each Benefit Arrangement is in compliance with the applicable provisions of ERISA, the Internal Revenue Code and other Applicable Laws. Except with respect to Multiemployer Plans, each Qualified Plan (A) has received a favorable determination from the Internal Revenue Service applicable to such Qualified Plan’s current remedial amendment cycle (as defined in Revenue Procedure 2007-44 or “2007-44” for short), (B) has timely filed for a favorable determination letter from the Internal Revenue Service during its staggered remedial amendment cycle (as defined in 2007-44) and such application is currently being processed by the Internal Revenue Service, (C) had filed for a determination letter prior to its “GUST remedial amendment period” (as defined in 2007-44) and received such determination letter and the staggered remedial amendment cycle first following the GUST remedial amendment period for such Qualified Plan has not yet expired, or (D) is maintained under a prototype plan and may rely upon a favorable opinion letter issued by the Internal Revenue Service with respect to such a prototype plan, or a timely application for such a letter is currently being processed by the Internal Revenue Service with respect thereto. To the best knowledge of the Borrower, nothing has occurred which would cause the loss of its reliance on each Qualified Plan’s favorable determination letter or opinion letter. (ii) With respect to any Benefit Arrangement that is a retiree welfare benefit arrangement, all amounts have been accrued on the applicable ERISA Group’s financial statements in accordance with FASB ASC 715. The aggregate funding contributions payable by the Borrower, the other Loan Parties and the other Subsidiaries as a result of the “benefit obligation” of all Plans exceeding the “fair market value of plan assets” for all Plans which are, or are reasonably expected to be, in “at risk” status (within the meaning of Section 430 of the Internal Revenue Code or Section 303 of ERISA), all as determined, and with such terms defined, in accordance with FASB ASC 715, could not reasonably be expected to exceed $10,000,000 in the aggregate during any fiscal year of the Borrower. (iii) Except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: (i) no ERISA Event has occurred or is reasonably expected to occur; (ii) there are no pending, or to the knowledge of a Responsible Officer of the Borrower, threatened, claims, actions or lawsuits or other action by any Governmental Authority, plan participant or beneficiary with respect to a Benefit Arrangement; (iii) there are no violations of the fiduciary responsibility rules with respect to any Benefit Arrangement; and (iv) no member of the ERISA Group has engaged in a non-exempt “prohibited transaction,” as defined in Section 406 of ERISA and Section 4975 of the Internal Revenue Code, in connection with any Plan, that would subject the Borrower, any member of the ERISA Group other Loan Party or any other Subsidiary to a tax on prohibited transactions imposed by Section 502(i) of ERISA or Section 4975 of the Internal Revenue Code.

ERISA. (ia) Except as could with regard to events that would not reasonably be expected, individually or expected to result in the aggregate, to have a Material Adverse Effect, (i) each Benefit Arrangement Employee Plan (other than a multiemployer plan) is in compliance in all material respects with the presently applicable provisions of ERISAERISA and the Code, and (ii) is relying upon an IRS favorable advisory opinion letter issued to the Internal Revenue institutional sponsor of the volume submitter plan document. (b) Borrower has fulfilled its obligations, if any, under the minimum funding standards of ERISA and the Code and other Applicable Laws. Except with respect to Multiemployer Planseach Employee Plan that is subject to Title IV of ERISA, each Qualified Plan (A) has received a favorable determination from the Internal Revenue Service applicable to such Qualified Plan’s current remedial amendment cycle (as defined in Revenue Procedure 2007-44 or “2007-44” for short), (B) has timely filed for a favorable determination letter from the Internal Revenue Service during its staggered remedial amendment cycle (as defined in 2007-44) and such application is currently being processed by the Internal Revenue Service, (C) had filed for a determination letter prior to its “GUST remedial amendment period” (as defined in 2007-44) and received such determination letter and the staggered remedial amendment cycle first following the GUST remedial amendment period for such Qualified Plan has not yet expired, or (D) is maintained under a prototype plan and may rely upon a favorable opinion letter issued by the Internal Revenue Service incurred any liability with respect to any such prototype plan. To the best knowledge Employee Plan under Title IV of the Borrower, nothing has occurred which would cause the loss of its reliance on each Qualified Plan’s favorable determination letter or opinion letterERISA. (iic) There are no claims, actions, or Litigation (including by any Governmental Authority), and there has been no prohibited transaction or violation of the fiduciary responsibility rules, with respect to any Employee Plan which is or could reasonably be expected to be a Material Adverse Effect. (d) With respect to any Benefit Arrangement that is a retiree welfare benefit arrangement, all amounts have been accrued on the applicable ERISA Group’s financial statements in accordance with FASB ASC 715. (iii) Except as could not reasonably be expected, individually or in the aggregate, Employee Plan subject to have a Material Adverse EffectTitle IV of ERISA: (i) no reportable event has occurred under Section 4043(c) of ERISA Event for which the Pension Benefit Guaranty Corporation requires thirty (30) day notice, (ii) no action by Borrower or any ERISA Affiliate to terminate or withdraw from any Employee Plan has been taken and no notice of intent to terminate an Employee Plan has been filed under Section 4041 of ERISA, (iii) no termination proceeding has been commenced with respect to an Employee Plan under Section 4042 of ERISA, and no event has occurred or is expected to occur; (ii) there are no pending, or to condition exists which might constitute grounds for the knowledge commencement of such a Responsible Officer of the Borrower, threatened, claims, actions or lawsuits or other action by any Governmental Authority, plan participant or beneficiary with respect to a Benefit Arrangement; (iii) there are no violations of the fiduciary responsibility rules with respect to any Benefit Arrangement; and (iv) no member of the ERISA Group has engaged in a non-exempt “prohibited transaction,” as defined in Section 406 of ERISA and Section 4975 of the Internal Revenue Code, in connection with any Plan, that would subject any member of the ERISA Group to a tax on prohibited transactions imposed by Section 502(i) of ERISA or Section 4975 of the Internal Revenue Codeproceeding.

ERISA. (ia) Except as could would not reasonably be expected, individually or expected to result in the aggregate, to have a Material Adverse Effect, each Benefit Arrangement Plan is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code Code, and other Applicable Lawsfederal and state laws. Except with respect as would not reasonably be expected to Multiemployer Plansresult in a Material Adverse Effect, each Qualified Plan (Athat is intended to qualify under Section 401(a) of the Code has received a favorable determination from the Internal Revenue Service applicable to such Qualified Plan’s current remedial amendment cycle (as defined in Revenue Procedure 2007-44 or “2007-44” for short), (B) has timely filed for a favorable determination letter from the Internal Revenue Service during its staggered remedial amendment cycle (as defined in 2007-44) and IRS or an application for such application a letter is currently being processed by the Internal Revenue Service, (C) had filed for a determination letter prior to its “GUST remedial amendment period” (as defined in 2007-44) and received such determination letter and the staggered remedial amendment cycle first following the GUST remedial amendment period for such Qualified Plan has not yet expired, or (D) is maintained under a prototype plan and may rely upon a favorable opinion letter issued by the Internal Revenue Service IRS with respect thereto and, to such prototype plan. To the best knowledge of the BorrowerObligors, nothing has occurred which would prevent, or cause the loss of, such qualification. Each Obligor and ERISA Affiliate has met all applicable requirements under the Code, ERISA and the Pension Protection Act of its reliance on each Qualified 2006, and no application for a waiver of the minimum funding standards or an extension of any amortization period has been made with respect to any Plan’s favorable determination letter or opinion letter. (iib) With There are no pending or, to the knowledge of Obligors, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Benefit Arrangement Plan that is a retiree welfare benefit arrangement, all amounts have been accrued on the applicable ERISA Group’s financial statements in accordance with FASB ASC 715. (iii) Except as could not reasonably be expected, individually or in the aggregate, expected to have a Material Adverse Effect: (i) . There has been no ERISA Event has occurred prohibited transaction or is expected to occur; (ii) there are no pending, or to the knowledge of a Responsible Officer of the Borrower, threatened, claims, actions or lawsuits or other action by any Governmental Authority, plan participant or beneficiary with respect to a Benefit Arrangement; (iii) there are no violations violation of the fiduciary responsibility rules with respect to any Plan that has resulted in or could reasonably be expected to have a Material Adverse Effect. No Obligor is or will be using "plan assets" (within the meaning of ERISA Section 3(42) or otherwise) of one or more Benefit Arrangement; Plans with respect to its entrance into, participation in, administration of and (iv) no member performance of the Loans, Letter of Credits, Commitments or Loan Documents. (c) No ERISA Group Event has occurred or is reasonably expected to occur. As of the most recent valuation date for any Pension Plan, the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) is at least 60%, and no Obligor or ERISA Affiliate knows of any reason that such percentage could reasonably be expected to drop below 60%. No Obligor or ERISA Affiliate has incurred any liability to the PBGC except for the payment of premiums, and no premium payments are due and unpaid. No Obligor or ERISA Affiliate has engaged in a non-exempt “prohibited transaction,” transaction that could be subject to Section 4069 or 4212(c) of ERISA. No Pension Plan has been terminated by its plan administrator or the PBGC, and no fact or circumstance exists that could reasonably be expected to cause the PBGC to institute proceedings to terminate a Pension Plan. (d) With respect to any Foreign Plan, and except as defined would not reasonably be expected to result in Section 406 of ERISA a Material Adverse Effect, (i) all employer and Section 4975 employee contributions required by law or by the terms of the Internal Revenue CodeForeign Plan have been made, or, if applicable, accrued, in connection accordance with normal accounting practices; (ii) the fair market value of the assets of each funded Foreign Plan, the liability of each insurer for any Foreign Plan funded through insurance, or the book reserve established for any Foreign Plan, together with any Planaccrued contributions, that would subject any member of is sufficient to procure or provide for the ERISA Group accrued benefit obligations with respect to a tax on prohibited transactions imposed by Section 502(iall current and former participants in such Foreign Plan according to the actuarial assumptions and valuations most recently used to account for such obligations in accordance with applicable generally accepted accounting principles; and (iii) of ERISA or Section 4975 of the Internal Revenue Codeit has been registered as required and has been maintained in good standing with applicable regulatory authorities.

ERISA. (i) Except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, each Benefit Arrangement Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other Applicable federal or state Laws. Except Each Plan that is intended to qualify under Section 401(a) of the Code has received from the IRS a favorable determination or opinion letter, which has not by its terms expired, that such Plan is so qualified, or such Plan is entitled to rely on an IRS advisory or opinion letter with respect to Multiemployer Plansan IRS-approved master and prototype or volume submitter plan, each Qualified Plan (A) has received or a favorable timely application for such a determination from the Internal Revenue Service applicable to such Qualified Plan’s current remedial amendment cycle (as defined in Revenue Procedure 2007-44 or “2007-44” for short), (B) has timely filed for a favorable determination opinion letter from the Internal Revenue Service during its staggered remedial amendment cycle (as defined in 2007-44) and such application is currently being processed by the Internal Revenue Service, (C) had filed for a determination letter prior to its “GUST remedial amendment period” (as defined in 2007-44) and received such determination letter and the staggered remedial amendment cycle first following the GUST remedial amendment period for such Qualified Plan has not yet expired, or (D) is maintained under a prototype plan and may rely upon a favorable opinion letter issued by the Internal Revenue Service IRS with respect thereto; and, to such prototype plan. To the best knowledge of the BorrowerSeller, nothing has occurred which would prevent, or cause the loss of, such qualification. Seller and each member of its reliance on the ERISA Group have made all required contributions to each Qualified Pension Plan subject to Sections 412 or 430 of the Code, and no application for a funding waiver or an extension of any amortization period pursuant to Sections 412 or 430 of the Code has been made with respect to any Pension Plan’s favorable determination letter or opinion letter. (ii) With respect to any Benefit Arrangement that is a retiree welfare benefit arrangement, all amounts have been accrued on the applicable ERISA Group’s financial statements in accordance with FASB ASC 715. (iiiA) Except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: (i) no No ERISA Event has occurred or is reasonably expected to occur; (iiB) there are no pendingPension Plan has any unfunded pension liability (i.e., excess of benefit liabilities over the current value of that Pension Plan’s assets, determined pursuant to the assumptions used for funding the Pension Plan for the applicable plan year in accordance with Section 430 of the Code); (C) neither Seller nor any member of the ERISA Group has incurred, or reasonably expects to the knowledge incur, any liability under Title IV of a Responsible Officer ERISA with respect to any Pension Plan (other than premiums due and not delinquent under Section 4007 of ERISA); (D) neither Seller nor any member of the BorrowerERISA Group has incurred, threatenedor reasonably expects to incur, claimsany liability (and no event has occurred which, actions or lawsuits or other action by any Governmental Authoritywith the giving of notice under Section 4219 of ERISA, plan participant or beneficiary would result in such liability) under Section 4201 of ERISA, with respect to a Benefit ArrangementMultiemployer Plan; (iiiE) there are no violations neither Seller nor any member of the fiduciary responsibility rules with respect to ERISA Group has received notice that a Multiemployer Plan is insolvent; (F) neither Seller nor any Benefit Arrangement; and (iv) no member of the ERISA Group has engaged in a non-exempt “prohibited transaction,” as defined in Section 406 transaction that could be subject to Sections 4069 or 4212(c) of ERISA; and (G) no Pension Plan or Multiemployer Plan has been terminated by the plan administrator thereof nor by the PBGC, and no event or circumstance has occurred or exists that could reasonably be expected to cause the PBGC to institute proceedings under Title IV of ERISA and Section 4975 of the Internal Revenue Code, in connection with to terminate any Pension Plan or Multiemployer Plan, that would subject any member of the ERISA Group to a tax on prohibited transactions imposed by Section 502(i) of ERISA or Section 4975 of the Internal Revenue Code.

ERISA. (i) Except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, each Benefit Arrangement is in compliance with the applicable provisions of ERISA, the Internal Revenue Code and other Applicable Laws. Except with respect to Multiemployer Plans, (i) each Qualified Plan (A) has received obtained a favorable determination from the Internal Revenue Service applicable to such Qualified Plan’s current remedial amendment cycle (as defined in Revenue Procedure 2007-44 or “2007-44” for short), (B) has timely filed for a favorable determination letter from the Internal Revenue Service during its staggered remedial amendment cycle (as defined in 2007-44) and such application is currently being processed issued by the Internal Revenue Service, (C) had filed for a determination letter prior to its “GUST remedial amendment period” (as defined in 2007-44) and received such determination letter and the staggered remedial amendment cycle first following the GUST remedial amendment period for such Qualified Plan has not yet expired, or (DB) is maintained under entitled to rely on a prototype plan and may rely upon a current, favorable opinion letter issued by the Internal Revenue Service Service, or (C) has a remedial amendment period that has not yet expired during which the Qualified Plan may be filed for a favorable determination letter with respect to all provisions of such prototype plan. To Qualified Plan, and (ii) to the best knowledge of the each Borrower, nothing has occurred which would could reasonably cause the loss of its reliance on each Qualified Plan’s favorable determination letter or opinion letter, except in the case of a compliance failure with respect to the Qualified Plan that is reasonably likely to result in a material liability to any of the Borrowers. (ii) With respect to any Benefit Arrangement that is a retiree welfare benefit arrangement, all amounts have been accrued on the applicable ERISA Group’s financial statements in accordance with FASB ASC 715. The “benefit obligation” of all Plans does not exceed the “fair market value of plan assets” for such Plans by more than $25,000,000 all as determined by and with such terms defined in accordance with FASB ASC 715. (iii) Except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: (iA) no ERISA Event has occurred or is reasonably expected to occur; (iiB) there are no pending, or to the best knowledge of a Responsible Officer of the each Borrower, threatened, claims, actions or lawsuits or other action by any Governmental Authority, plan participant or beneficiary with respect to a Benefit Arrangement; (iiiC) there are no violations of the fiduciary responsibility rules with respect to any Benefit Arrangement; and (ivD) no member of the ERISA Group has engaged in a non-exempt “prohibited transaction,” as defined in Section 406 of ERISA and Section 4975 of the Internal Revenue Code, in connection with any Plan, that would subject any member of the ERISA Group to a tax on prohibited transactions imposed by Section 502(i) of ERISA or Section 4975 of the Internal Revenue Code; and (E) no assessment or tax has arisen under Section 4980H of the Internal Revenue Code.

ERISA. Neither Parent nor any ERISA Affiliate of Parent maintains or contributes to or is obligated to contribute to, and has ever maintained or contributed to or been obligated to contribute to, (i) Except any Multiemployer Plan, (ii) any a Multiple Employer Plan or (iii) except as could set forth in Schedule 6.17 of the Parent Disclosure Schedule, any Plan, including but not reasonably be expected, individually or limited to a Pension Plan. With respect to the Plan(s) disclosed in Schedule 6.17 of the aggregate, to have a Material Adverse Effect, each Benefit Arrangement Parent Disclosure Schedule: (i) Each such Plan is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code Code, and other Applicable Lawsfederal or state law. Except with respect Any such Plan which is intended to Multiemployer Plans, each Qualified Plan (Aqualify under Section 401(a) of the Code has received a favorable determination from the Internal Revenue Service applicable to such Qualified Plan’s current remedial amendment cycle (as defined in Revenue Procedure 2007-44 or “2007-44” for short), (B) has timely filed for a favorable determination letter from the Internal Revenue Service during its staggered remedial amendment cycle (as defined in 2007-44) IRS and such application is currently being processed by to the Internal Revenue Service, (C) had filed for a determination letter prior to its “GUST remedial amendment period” (as defined in 2007-44) and received such determination letter and the staggered remedial amendment cycle first following the GUST remedial amendment period for such Qualified Plan has not yet expired, or (D) is maintained under a prototype plan and may rely upon a favorable opinion letter issued by the Internal Revenue Service with respect to such prototype plan. To the best knowledge of the BorrowerParent, nothing has occurred which that would cause the loss of its reliance on such qualification. Parent and each Qualified ERISA Affiliate of Parent has made all required contributions to any such Plan subject to Section 412 of the Code, and no application for a funding waiver or an extension of any amortization period pursuant to Section 412 of the Code has been made with respect to any such Plan’s favorable determination letter or opinion letter. (ii) With respect to any Benefit Arrangement that is a retiree welfare benefit arrangement, all amounts have been accrued on the applicable ERISA Group’s financial statements in accordance with FASB ASC 715. (iii) Except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: (i) no ERISA Event has occurred or is expected to occur; (ii) there There are no pendingpending claims (other than routine claims for benefits) or, or to the knowledge of a Responsible Officer of the BorrowerParent, threatened, threatened claims, actions actions, or lawsuits lawsuits, or other action by any Governmental Authoritygovernmental authority, plan participant or beneficiary with respect to a Benefit Arrangement; (iii) any such Plan, and there are has been no violations prohibited transaction or violation of the fiduciary responsibility rules with respect to any Benefit Arrangementsuch Plan. (1) the execution of, and the performance of the transactions contemplated in, this Agreement will not (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Plan that will or is reasonably expected to result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any employee; (2) no such Plan which constitutes a Pension Plan (as defined below) has any Unfunded Pension Liability; (3) neither Parent nor any ERISA Affiliate of Parent has incurred, or reasonably expects to incur, any material liability under Title IV of ERISA with respect to any such Plan which constitutes a Pension Plan (other than premiums due and not delinquent under Section 4007 of ERISA); (4) neither Parent nor any ERISA Affiliate of Parent has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Section 4201 or 4243 of ERISA with respect to a Multiemployer Plan; and (iv5) no member neither Parent nor any ERISA Affiliate of the ERISA Group Parent has engaged in a non-exempt “prohibited transaction,” as defined in transaction that could be subject to Section 406 of ERISA and Section 4975 of the Internal Revenue Code, in connection with any Plan, that would subject any member of the ERISA Group to a tax on prohibited transactions imposed by Section 502(i4069 or 4212(c) of ERISA or Section 4975 of the Internal Revenue CodeERISA.

ERISA. (i) Except The Company is in compliance with all presently applicable provisions of the Employee Retirement Income Security Act of 1974, as could not reasonably amended, including the regulations and published interpretations thereunder (“ERISA”), except where the failure to be expectedin such compliance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (ii) no “reportable event” (as defined in ERISA) has occurred with respect to any “pension plan” (as defined in ERISA) for which the Company is required to provide notice under Section 4043 of ERISA and would have any liability, except where such liability would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (iii) except for matters that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (a) with respect to any “pension plan” (other than a “multiemployer plan” (as defined in ERISA)), the Company has not incurred and does not expect to incur liability under Title IV of ERISA with respect to termination of, or withdrawal from, such “pension plan,” or under Section 412 or 4971 of the Internal Revenue Code of 1986, as amended, including the regulations and published interpretations thereunder (the “Code”), and (b) with respect to any “pension plan” that is a “multiemployer plan,” the Company has not received notice that the Company has incurred liability under Title IV of ERISA with respect to termination of, or withdrawal from, such “pension plan,” or under Section 412 or 4971 of the Code; (iv) except where the failure to be in such compliance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, each Benefit Arrangement is in compliance with the applicable provisions of ERISA, the Internal Revenue Code and other Applicable Laws. Except with respect to Multiemployer Plans, each Qualified Plan (A) has received a favorable determination from the Internal Revenue Service applicable to such Qualified Plan’s current remedial amendment cycle (as defined in Revenue Procedure 2007-44 or “2007-44” for short), (B) has timely filed for a favorable determination letter from the Internal Revenue Service during its staggered remedial amendment cycle (as defined in 2007-44) and such application is currently being processed by the Internal Revenue Service, (C) had filed for a determination letter prior to its “GUST remedial amendment periodpension plan” (as defined in 2007-44other than a “multiemployer plan”) and received such determination letter and for which the staggered remedial amendment cycle first following the GUST remedial amendment period for such Qualified Plan has not yet expired, or (DCompany would have any liability that is intended to be qualified under Section 401(a) is maintained under a prototype plan and may rely upon a favorable opinion letter issued by the Internal Revenue Service with respect to such prototype plan. To the best knowledge of the Borrower, Code is so qualified in all material respects and nothing has occurred occurred, whether by action or by failure to act, which would reasonably be expected cause the loss of its reliance on each Qualified Plan’s favorable determination letter or opinion letter. such qualification; and (iiv) With respect except where the failure to any Benefit Arrangement that is a retiree welfare benefit arrangement, all amounts have been accrued on the applicable ERISA Group’s financial statements be in accordance with FASB ASC 715. (iii) Except as could not reasonably be expectedsuch compliance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (i) , no ERISA Event has occurred or is expected to occur; (ii) there are no pending, or to the knowledge of a Responsible Officer of the Borrower, threatened, claims, actions or lawsuits or other action by any Governmental Authority, plan participant or beneficiary with respect to a Benefit Arrangement; (iii) there are no violations of the fiduciary responsibility rules with respect to any Benefit Arrangement; and (iv) no member of the ERISA Group has engaged in a non-exempt “prohibited transaction,” (as defined in Section 406 of ERISA and Section 4975 of the Internal Revenue Code, in connection with any Plan, that would subject any member of the ERISA Group to a tax on prohibited transactions imposed by Section 502(i) of ERISA or Section 4975 of the Internal Revenue Code) or “accumulated funding deficiency” (as defined in section 302 of ERISA) has occurred with respect to any “pension plan” (other than a “multiemployer plan”) for which the Company would have any liability.

ERISA. (a) Each Company Plan is listed in Section 4.12(a) of the Company Letter. With respect to each Company Plan, the Company has made available to Parent a true and correct copy of (i) the three most recent annual reports (Form 5500) filed with the IRS, if applicable, (ii) each such Company Plan that has been reduced to writing and all amendments thereto, (iii) each trust agreement, insurance contract or administration agreement relating to each such Company Plan, (iv) a written summary of each unwritten Company Plan, (v) the most recent summary plan description or other written explanation of each Company Plan provided to participants, (vi) the most recent determination letter and request therefor, if any, issued by the IRS with respect to any Company Plan intended to be qualified under Section 401(a) of the Code, (vii) any request for a determination currently pending before the IRS and (viii) all correspondence with the IRS, the Department of Labor, or the SEC relating to any outstanding controversy. Except as could would not reasonably be expected, individually or in the aggregate, to have a Material Adverse EffectEffect on the Company, each Benefit Arrangement is Company Plan complies in compliance all respects with the applicable provisions of ERISA, the Internal Revenue Code and all other Applicable Lawsapplicable statutes and governmental rules and regulations. Neither the Company nor any ERISA Affiliate currently maintains, contributes to or has any liability under, or at any time during the past six years has maintained or contributed to, any pension plan which is subject to Section 412 of the Code or Section 302 of ERISA or Title IV of ERISA. Neither the Company nor any ERISA Affiliate currently maintains, contributes to or has any liability under, or at any time during the past six years has maintained or contributed to, any Company Multiemployer Plan. (b) Except as listed in Section 4.12(b) of the Company Letter, with respect to Multiemployer the Company Plans, each Qualified to the Knowledge of the Company, no event has occurred and there exists no condition or set of circumstances in connection with which the Company or any Subsidiary or ERISA Affiliate or Company Plan fiduciary could be subject to any liability under the terms of such Company Plans, ERISA, the Code or any other applicable law which would have a Material Adverse Effect on the Company. All Company Plans that are intended to be qualified under Section 401(a) of the Code have been determined by the IRS to be so qualified, or a timely application for such determination is now pending and the Company is not aware of any reason why any such Company Plan is not so qualified in operation. Except as disclosed in Section 4.12(b) of the Company Letter, neither the Company nor any of its Subsidiaries or ERISA Affiliates has any liability or obligation under any welfare plan to provide benefits after termination of employment to any employee or dependent other than as required by Section 4980B of the Code. (Ac) has received As used herein, (i) "Company Plan" means a favorable determination from the Internal Revenue Service applicable to such Qualified Plan’s current remedial amendment cycle "pension plan" (as defined in Revenue Procedure 2007-44 or “2007-44” for shortSection 3(2) of ERISA (other than a Company Multiemployer Plan)), (B) has timely filed for a favorable determination letter from the Internal Revenue Service during its staggered remedial amendment cycle "welfare plan" (as defined in 2007-44Section 3(1) and such application is currently being processed of ERISA), or any other written or oral bonus, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, restricted stock, stock appreciation right, holiday pay, vacation, severance, medical, dental, vision, disability, death benefit, sick leave, fringe benefit, personnel policy, insurance or other plan, arrangement or understanding, in each case established or maintained by the Internal Revenue ServiceCompany or any of its Subsidiaries or any ERISA Affiliate or as to which the Company or any of its Subsidiaries or any ERISA Affiliate has contributed or otherwise may have any liability, (Cii) had filed for "Company Multiemployer Plan" means a determination letter prior to its “GUST remedial amendment period” "multiemployer plan" (as defined in 2007-44Section 4001(a)(3) and received such determination letter and of ERISA) to which the staggered remedial amendment cycle first following the GUST remedial amendment period for such Qualified Plan has not yet expired, Company or (D) is maintained under a prototype plan and may rely upon a favorable opinion letter issued by the Internal Revenue Service with respect to such prototype plan. To the best knowledge of the Borrower, nothing has occurred which would cause the loss any of its reliance on each Qualified Plan’s favorable determination letter Subsidiaries or opinion letter. (ii) With respect any ERISA Affiliate is or has been obligated to contribute or otherwise may have any Benefit Arrangement that is a retiree welfare benefit arrangementliability, all amounts have been accrued on the applicable ERISA Group’s financial statements in accordance with FASB ASC 715. and (iii) Except as could "ERISA Affiliate" means any trade or business (whether or not reasonably incorporated) which would be expectedconsidered a single employer with the Company or any of its Subsidiaries pursuant to Section 414(b), individually (c), (m) or in the aggregate, to have a Material Adverse Effect: (io) no ERISA Event has occurred or is expected to occur; (ii) there are no pending, or to the knowledge of a Responsible Officer of the Borrower, threatened, claims, actions Code and the regulations promulgated under those sections or lawsuits or other action by any Governmental Authority, plan participant or beneficiary with respect pursuant to a Benefit Arrangement; (iiiSection 4001(b) there are no violations of the fiduciary responsibility rules with respect to any Benefit Arrangement; and (iv) no member of the ERISA Group has engaged in a non-exempt “prohibited transaction,” as defined in Section 406 of ERISA and Section 4975 of the Internal Revenue Code, in connection with any Plan, that would subject any member of the ERISA Group to a tax on prohibited transactions imposed by Section 502(i) of ERISA or Section 4975 of the Internal Revenue Coderegulations promulgated thereunder.

ERISA. (ia) Except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, each Benefit Arrangement Each Plan is in compliance with the applicable provisions of ERISA, the Internal Revenue Code and other Applicable LawsFederal or state laws, except where non-compliance would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect. Except with respect No Lien imposed under the Code or ERISA exists or is likely to Multiemployer Plansarise on account of any Plan that individually or in the aggregate would reasonably be expected to have a Material Adverse Effect; (b) There are no pending or, each Qualified Plan (A) has received a favorable determination from the Internal Revenue Service applicable to such Qualified Plan’s current remedial amendment cycle (as defined in Revenue Procedure 2007-44 or “2007-44” for short), (B) has timely filed for a favorable determination letter from the Internal Revenue Service during its staggered remedial amendment cycle (as defined in 2007-44) and such application is currently being processed by the Internal Revenue Service, (C) had filed for a determination letter prior to its “GUST remedial amendment period” (as defined in 2007-44) and received such determination letter and the staggered remedial amendment cycle first following the GUST remedial amendment period for such Qualified Plan has not yet expired, or (D) is maintained under a prototype plan and may rely upon a favorable opinion letter issued by the Internal Revenue Service with respect to such prototype plan. To the best knowledge of the BorrowerBorrower Agent, nothing has occurred which would cause the loss of its reliance on each Qualified Plan’s favorable determination letter threatened claims, actions or opinion letter. (ii) With lawsuits, or action by any Governmental Authority, with respect to any Benefit Arrangement Plan that is individually or in the aggregate would reasonably be expected to have a retiree welfare benefit arrangement, all amounts have Material Adverse Effect. There has been accrued on no prohibited transaction or violation of the applicable ERISA Group’s financial statements fiduciary responsibility rules with respect to any Plan that has resulted or individually or in accordance with FASB ASC 715.the aggregate would reasonably be expected to result in a Material Adverse Effect; and (iiic) Except as could not reasonably be expectedfor such matters that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect: (i) no No ERISA Event has occurred or is reasonably expected to occur; (ii) there are no pendingneither any Obligor nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability under Title IV of ERISA with respect to any Pension Plan (other than premiums due and not delinquent under Section 4007 of ERISA); (iii) neither any Obligor nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and to the best knowledge of a Responsible Officer Borrower Agent, no event has occurred which, with the giving of the Borrowernotice under Section 4219 of ERISA, threatened, claims, actions would result in such liability) under Sections 4201 or lawsuits or other action by any Governmental Authority, plan participant or beneficiary 4243 of ERISA with respect to a Benefit ArrangementMultiemployer Plan; (iii) there are no violations of the fiduciary responsibility rules with respect to any Benefit Arrangement; and (iv) no member of the neither any Obligor nor any ERISA Group Affiliate has engaged in a non-exempt “prohibited transaction,” transaction that would be subject to Sections 4069 or 4212(c) of ERISA and (v) neither any Obligor nor any ERISA Affiliate sponsors, maintains or contributes to an employee welfare benefit plan, as defined in Section 406 3(1) of ERISA and Section 4975 ERISA, including, without limitation, any such plan maintained to provide benefits to former employees of the Internal Revenue Code, in connection with any Plansuch entities, that would subject may not be terminated by the Obligor or ERISA Affiliate in is sole discretion at any member of the ERISA Group to a tax on prohibited transactions imposed by Section 502(i) of ERISA or Section 4975 of the Internal Revenue Codetime without any liability.

ERISA. (ia) Except as could would not reasonably be expected, individually or in the aggregate, expected to have a Material Adverse Effect, each Benefit Arrangement Plan is in compliance with the applicable provisions of ERISA, the Internal Revenue Code and other Applicable Laws. Except federal or state laws and each Group Member and ERISA Affiliate is in compliance with ERISA, the Internal Revenue Code and other United States federal or United States state laws with respect to each Multiemployer PlansPlan. Except as would not reasonably be expected to have a Material Adverse Effect, each Qualified Plan (Athat is intended to qualify under Section 401(a) has received a favorable determination from of the Internal Revenue Service applicable to such Qualified Plan’s current remedial amendment cycle (as defined in Revenue Procedure 2007-44 or “2007-44” for short), (B) Code has timely filed for received a favorable determination letter from the Internal Revenue Service during its staggered remedial amendment cycle IRS (as defined in 2007-44) and or an application for such application a letter is currently being processed by pending before the Internal Revenue Service, (CIRS with respect thereto) had filed for a determination letter prior to its “GUST remedial amendment period” (as defined in 2007-44) and received such determination letter and the staggered remedial amendment cycle first following the GUST remedial amendment period for such Qualified Plan has not yet expired, or (D) is maintained under a prototype plan and may rely upon document that has received a favorable opinion letter issued by from the Internal Revenue Service with respect IRS and, to such prototype plan. To the best knowledge of the BorrowerGroup Members, nothing has occurred which that would prevent, or cause the loss of its reliance on each Qualified Plan’s favorable determination letter or opinion letter. (ii) With respect to any Benefit Arrangement that is a retiree welfare benefit arrangementof, all amounts have been accrued on the applicable ERISA Group’s financial statements in accordance with FASB ASC 715. (iii) such qualification. Except as could would not reasonably be expected, individually or in the aggregate, expected to have a Material Adverse Effect: , each Group Member and ERISA Affiliate have made all required contributions that are due and owing to each Plan subject to Section 412 of the Internal Revenue Code or Section 303 of ERISA and to each Multiemployer Plan under Section 412 of the Internal Revenue Code or Section 304 of ERISA, and no application for a waiver of the minimum funding standard pursuant to Section 412 of the Internal Revenue Code or Section 302 of ERISA has been made with respect to any Plan. (ib) no ERISA Event has occurred or is expected to occur; (ii) there There are no pendingpending or, or to the best knowledge of a Responsible Officer of the BorrowerGroup Members or ERISA Affiliates, threatened, threatened claims, actions or lawsuits lawsuits, or other action by any Governmental Authority, plan participant or beneficiary with respect to any Plan that would reasonably be expected to have a Benefit Arrangement; (iii) there are Material Adverse Effect. There has been no violations non-exempt Prohibited Transaction or violation of the fiduciary responsibility rules with respect to any Benefit Arrangement; Plan that has resulted or would reasonably be expected to result in a Material Adverse Effect. (c) (i) No ERISA Event or Foreign Plan Event has occurred or is reasonably expected to occur, (ii) no Pension Plan has any Unfunded Pension Liability, (iii) no Group Member or ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no event has occurred that, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Sections 4201 or 4243 of ERISA with respect to a Multiemployer Plan, and (iv) no member of the Group Member or ERISA Group Affiliate has engaged in a non-exempt “prohibited transaction,” as defined in Section 406 transaction involving any Pension Plan or Multiemployer Plan that would reasonably be expected to be subject to Sections 4069 or 4212(c) of ERISA and Section 4975 of the Internal Revenue CodeERISA, in connection with any Planeach case, as to clauses (i), (ii), (iii) or (iv), that has resulted or would subject any member of the ERISA Group reasonably be expected to result in a tax on prohibited transactions imposed by Section 502(iMaterial Adverse Effect. (d) of ERISA or Section 4975 of the Internal Revenue CodeAll Foreign Plans are maintained in compliance with applicable law, except as would not reasonably be expected to have a Material Adverse Effect.

ERISA. (i) Except as could The Unfunded Liabilities of all Single Employer Plans do not reasonably be expected, individually or in the aggregate exceed $1,000,000. Neither the Borrower nor any other member of the Controlled Group has incurred any withdrawal liability to Multiemployer Plans in excess of $250,000 in the aggregate. If withdrawals from all Multiemployer Plans occurred, the liability would not exceed $250,000. Each Plan and, to Borrower's knowledge, each Multiemployer Plan, complies in all material respects with all applicable requirements of law and regulations and Borrower and all members of the Controlled Group have complied in all material respects with ERISA and the Code with respect to each Plan. No Reportable Event has occurred with respect to any Plan, neither the Borrower nor any other member of the Controlled Group has withdrawn from any Plan or Multiemployer Plan or initiated steps to do so, and no steps have been taken to reorganize or terminate any Plan or to Borrower's knowledge Multiemployer Plan. Neither Borrower nor any member of the Controlled Group has any Plans or is a party to any collective bargaining agreements other than those listed on Schedule 4. There is no accumulated funding deficiency (as defined in Section 412 of the Code or Section 302 of ERISA) outstanding which could reasonably be expected to have a Material Adverse Effect, each Benefit Arrangement there is in compliance with no lien outstanding under Section 412 of the applicable provisions Code or Section 302 of ERISA, the Internal Revenue Code and other Applicable Laws. Except ERISA with respect to Multiemployer Plans, each Qualified Plan (Aassets of Borrower or any member of the Controlled Group and no requirement to provide security under Section 401(a)(29) of the Code or Section 307 of ERISA has received a favorable determination from been or is reasonably expected to be imposed on assets of Borrower or any member of the Internal Revenue Service applicable Controlled Group. No liability to such Qualified Plan’s current remedial amendment cycle (as defined in Revenue Procedure 2007-44 the PBGC or “2007-44” for short), (B) has timely filed for a favorable determination letter from the Internal Revenue Service during its staggered remedial amendment cycle (as defined in 2007-44) and such application is currently being processed by the Internal Revenue Service, (C) had filed for a determination letter prior to its “GUST remedial amendment period” (as defined in 2007-44) and received such determination letter and the staggered remedial amendment cycle first following the GUST remedial amendment period for such Qualified Plan has not yet expired, or (D) is maintained under a prototype plan and may rely upon a favorable opinion letter issued by the Internal Revenue Service with respect to such prototype plan. To the best knowledge any Plan or Multiemployer Plan or trust related thereto has been or is reasonably expected to be incurred by Borrower or any member of the Borrower, nothing has occurred Controlled Group which would cause the loss of its reliance on each Qualified Plan’s favorable determination letter or opinion letter. (ii) With respect to any Benefit Arrangement that is a retiree welfare benefit arrangement, all amounts have been accrued on the applicable ERISA Group’s financial statements in accordance with FASB ASC 715. (iii) Except as could not reasonably be expected, individually or in the aggregate, expected to have a Material Adverse Effect: (i) no ERISA Event has occurred or is expected to occur; (ii) there are no pending, or to the knowledge of a Responsible Officer . Neither Borrower nor any member of the Borrower, threatened, claims, actions or lawsuits or other action by Controlled Group has any Governmental Authority, plan participant or beneficiary with respect to a Benefit Arrangement; (iii) there are no violations of the fiduciary responsibility rules contingent liability with respect to any Benefit Arrangement; and post-retirement benefits under any "welfare plan" (iv) no member of the ERISA Group has engaged in a non-exempt “prohibited transaction,” as defined in Section 406 3(1) of ERISA and Section 4975 ERISA) nor withdrawal liability or exit fee or charge with respect to any such post-retirement benefits under any welfare plan which could reasonably be expected to have a Material Adverse Effect. Throughout the term of the Internal Revenue CodeLoan, Borrower is not and will not be an "employee benefit plan" as defined in connection with any Plan, that would subject any member of the ERISA Group to a tax on prohibited transactions imposed by Section 502(i3(32) of ERISA or a "governmental plan" within the meaning of Section 4975 3(3) of ERISA, none of the Internal Revenue Codeassets of Borrower neither will constitute "plan assets" of one nor more plans for purposes of Title I of ERISA and Borrower will not be subject to state statutes applicable to Borrower regulating investments and fiduciary obligations with respect to governmental plans.

ERISA. (i) Except as could not reasonably be expected, individually or in To the aggregate, to have a Material Adverse Effectknowledge of Borrower, each Benefit Arrangement Plan is in compliance in all material respects with the its terms and all applicable provisions of ERISA. No Prohibited Transaction has occurred with respect to any Plan that could subject Borrower, any of its Subsidiaries, General Partner or any ERISA Affiliate to a tax or penalty imposed under Section 4975 of the Internal Revenue Code and other Applicable Laws. Except or Section 502(i) of ERISA in an amount that is in excess of $250,000; except as would not likely result in a Material Adverse Change, no Reportable Event has occurred with respect to any Plan within the last six (6) years; except as would not likely result in a Material Adverse Change, no notice of intent to terminate a Plan has been filed nor has any Plan been terminated within the past five (5) years; except as would not likely result in a Material Adverse Change, no Multiemployer Plan has been determined to be in “endangered status” or “critical status”; except as would not likely result in a Material Adverse Change, none of Borrower, its Subsidiaries, General Partner or ERISA Affiliate has partially or completely withdrawn from a Multiemployer Plan or incurred any liablity with respect to a Multiemployer Plan under Section 4201 of ERISA (or received notice under Section 4219 of ERISA of withdrawal liability with respect to Multiemployer PlansPlan); except as would not likely result in a Material Adverse Change, each Qualified Plan (A) there has received been no filing of a favorable determination from notice of reorganization, insolvency or termination, or treatment of a plan amendment as termination, under 4041A of ERISA; to the Internal Revenue Service applicable knowledge of Borrower, there are no circumstances which constitute grounds under Section 4042 of ERISA entitling the PBGC to institute proceedings to terminate, or appoint a trustee to administer, a Plan, nor has the PBGC instituted any such Qualified Plan’s current remedial amendment cycle (proceedings; except as defined would not likely result in Revenue Procedure 2007-44 or “2007-44” for short)a Material Adverse Change, (B) has timely filed for a favorable determination letter from the Internal Revenue Service during Borrower, its staggered remedial amendment cycle (as defined in 2007-44) and such application is currently being processed by the Internal Revenue ServiceSubsidiaries, (C) had filed for a determination letter prior to its “GUST remedial amendment period” (as defined in 2007-44) and received such determination letter General Partner and the staggered remedial amendment cycle first following ERISA Affiliates have met the GUST remedial amendment period minimum funding requirements of Section 412 of the Code and Section 302 of ERISA of each with respect to the Plans of each and except as disclosed in the most recent General Partner’s Consolidated Financial Statements there was no Unfunded Current Liability with respect to any Plan established or maintained by each as of the last day of the most recent plan year of each Plan; and except as would not likely result in a Material Adverse Change, Borrower, its Subsidiaries, General Partner and the ERISA Affiliates have not incurred any liability to the PBGC under ERISA (other than for such Qualified Plan the payment of premiums under Section 4007 of ERISA) which is due and payable for more than 45 days and has not yet expiredbeen reserved against. None of the assets of Borrower its Subsidiaries or General Partner under this Agreement constitute “plan assets” of any “employee benefit plan” within the meaning of ERISA or of any “plan” within the meaning of Section 4975(e)(1) of the Code, or (D) is maintained under a prototype plan and may rely upon a favorable opinion letter issued as interpreted by the Internal Revenue Service with respect to such prototype plan. To and the best knowledge U.S. Department of the BorrowerLabor in rules, nothing has occurred which would cause the loss of its reliance on each Qualified Plan’s favorable determination letter regulations, releases or opinion letterbulletins or as interpreted under applicable case law. (ii) With respect to any Benefit Arrangement that is a retiree welfare benefit arrangement, all amounts have been accrued on the applicable ERISA Group’s financial statements in accordance with FASB ASC 715. (iii) Except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: (i) no ERISA Event has occurred or is expected to occur; (ii) there are no pending, or to the knowledge of a Responsible Officer of the Borrower, threatened, claims, actions or lawsuits or other action by any Governmental Authority, plan participant or beneficiary with respect to a Benefit Arrangement; (iii) there are no violations of the fiduciary responsibility rules with respect to any Benefit Arrangement; and (iv) no member of the ERISA Group has engaged in a non-exempt “prohibited transaction,” as defined in Section 406 of ERISA and Section 4975 of the Internal Revenue Code, in connection with any Plan, that would subject any member of the ERISA Group to a tax on prohibited transactions imposed by Section 502(i) of ERISA or Section 4975 of the Internal Revenue Code.

ERISA. (ia) Except as could would not reasonably be expected, individually or expected to result in the aggregate, to have a Material Adverse Effect, each Benefit Arrangement Plan is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code Code, and other Applicable Lawsfederal and state laws. Except with respect as would not reasonably be expected to Multiemployer Plansresult in a Material Adverse Effect, each Qualified Plan (Athat is intended to qualify under Section 401(a) of the Code has received a favorable determination from the Internal Revenue Service applicable to such Qualified Plan’s current remedial amendment cycle (as defined in Revenue Procedure 2007-44 or “2007-44” for short), (B) has timely filed for a favorable determination letter from the Internal Revenue Service during its staggered remedial amendment cycle (as defined in 2007-44) and IRS or an application for such application a letter is currently being processed by the Internal Revenue Service, (C) had filed for a determination letter prior to its “GUST remedial amendment period” (as defined in 2007-44) and received such determination letter and the staggered remedial amendment cycle first following the GUST remedial amendment period for such Qualified Plan has not yet expired, or (D) is maintained under a prototype plan and may rely upon a favorable opinion letter issued by the Internal Revenue Service IRS with respect thereto and, to such prototype plan. To the best knowledge of the BorrowerObligors, nothing has occurred which would prevent, or cause the loss of, such qualification. Each Obligor and ERISA Affiliate has met all applicable requirements under the Code, ERISA and the Pension Protection Act of its reliance on each Qualified 2006, and no application for a waiver of the minimum funding standards or an extension of any amortization period has been made with respect to any Plan’s favorable determination letter or opinion letter. (iib) With There are no pending or, to the knowledge of Obligors, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Benefit Arrangement Plan that is a retiree welfare benefit arrangement, all amounts have been accrued on the applicable ERISA Group’s financial statements in accordance with FASB ASC 715. (iii) Except as could not reasonably be expected, individually or in the aggregate, expected to have a Material Adverse Effect: (i) . There has been no ERISA Event has occurred prohibited transaction or is expected to occur; (ii) there are no pending, or to the knowledge of a Responsible Officer of the Borrower, threatened, claims, actions or lawsuits or other action by any Governmental Authority, plan participant or beneficiary with respect to a Benefit Arrangement; (iii) there are no violations violation of the fiduciary responsibility rules with respect to any Plan that has resulted in or could reasonably be expected to have a Material Adverse Effect. No Obligor is or will be using “plan assets” (within the meaning of ERISA Section 3(42) or otherwise) of one or more Benefit Arrangement; Plans with respect to its entrance into, participation in, administration of and (iv) no member performance of the Loans, Letter of Credits, Commitments or Loan Documents. (c) No ERISA Group Event has occurred or is reasonably expected to occur. As of the most recent valuation date for any Pension Plan, the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) is at least 60%, and no Obligor or ERISA Affiliate knows of any reason that such percentage could reasonably be expected to drop below 60%. No Obligor or ERISA Affiliate has incurred any liability to the PBGC except for the payment of premiums, and no premium payments are due and unpaid. No Obligor or ERISA Affiliate has engaged in a non-exempt “prohibited transaction,” transaction that could be subject to Section 4069 or 4212(c) of ERISA. No Pension Plan has been terminated by its plan administrator or the PBGC, and no fact or circumstance exists that could reasonably be expected to cause the PBGC to institute proceedings to terminate a Pension Plan. (d) With respect to any Foreign Plan, and except as defined would not reasonably be expected to result in Section 406 of ERISA a Material Adverse Effect, (i) all employer and Section 4975 employee contributions required by law or by the terms of the Internal Revenue CodeForeign Plan have been made, or, if applicable, accrued, in connection accordance with normal accounting practices; (ii) the fair market value of the assets of each funded Foreign Plan, the liability of each insurer for any Foreign Plan funded through insurance, or the book reserve established for any Foreign Plan, together with any Planaccrued contributions, that would subject any member of is sufficient to procure or provide for the ERISA Group accrued benefit obligations with respect to a tax on prohibited transactions imposed by Section 502(iall current and former participants in such Foreign Plan according to the actuarial assumptions and valuations most recently used to account for such obligations in accordance with applicable generally accepted accounting principles; and (iii) of ERISA or Section 4975 of the Internal Revenue Codeit has been registered as required and has been maintained in good standing with applicable regulatory authorities.

ERISA. (i) Except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, each Each Benefit Arrangement and Plan is in compliance with the applicable provisions of ERISA, the Internal Revenue Code and other Applicable LawsLaws in all material respects. Except with respect to Multiemployer Plans, each Qualified Plan (A) has received a favorable determination from the Internal Revenue Service applicable to such Qualified Plan’s current remedial amendment cycle (as defined in Revenue Procedure 2007-44 or “2007-44” for short), (B) has timely filed for a favorable determination letter from the Internal Revenue Service during its staggered remedial amendment cycle (as defined in 2007-44) and such application is currently being processed by the Internal Revenue Service, (C) had filed for a determination letter prior to its “GUST remedial amendment period” (as defined in 2007-44) and received such determination letter and the staggered remedial amendment cycle first following the GUST remedial amendment period for indicating that such Qualified Plan has not yet expiredis so qualified, or (DB) is maintained under a prototype or volume submitter plan and may is entitled to rely upon a favorable opinion or advisory letter issued by the Internal Revenue Service with respect to such prototype or volume submitter plan. To the best knowledge of the Parent and the Borrower, nothing has occurred which would cause could reasonably be expected to result in the loss of its their reliance on each the Qualified Plan’s or Plan’s favorable determination letter letter, opinion or opinion advisory letter. (ii) With respect to any Benefit Arrangement that is a retiree welfare benefit arrangement, all amounts have been accrued on the applicable ERISA Group’s financial statements in accordance with FASB ASC 715. The “benefit obligation” of all Plans does not exceed the “fair market value of plan assets” for such Plans by more than $10,000,000 all as determined by and with such terms defined in accordance with FASB ASC 715. (iii) Except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: (i) no ERISA Event has occurred or is expected to occur; (ii) there are no pending, or to the best knowledge of a Responsible Officer of the Parent and the Borrower, threatened, claims, actions or lawsuits or other action by any Governmental Authority, plan participant or beneficiary with respect to a Benefit Arrangement; (iii) there are no violations of the fiduciary responsibility rules with respect to any Benefit ArrangementArrangement or Plan; and (iv) no member of the ERISA Group has engaged in a non-exempt “prohibited transaction,” as defined in Section 406 of ERISA and Section 4975 of the Internal Revenue Code, in connection with any Benefit Arrangement or Plan, that would subject any member of the ERISA Group Parent or Borrower to a tax on prohibited transactions imposed by Section 502(i) of ERISA or Section 4975 of the Internal Revenue Code and (v) no assessment or tax has arisen under Section 4980H of the Internal Revenue Code.

ERISA. None of the Borrower or its Controlled Group maintains or ----- contributes to any Plan subject to Title IV of ERISA other than those disclosed to the Administrative Lender in writing. Each such Plan (iother than any Multiemployer Plan) Except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, each Benefit Arrangement is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code Code, and any other Applicable Laws. Except with respect applicable Law, except to Multiemployer Plans, each Qualified Plan (A) has received a favorable determination from the Internal Revenue Service applicable extent that failure to such Qualified Plan’s current remedial amendment cycle (as defined in Revenue Procedure 2007-44 or “2007-44” for short), (B) has timely filed for a favorable determination letter from the Internal Revenue Service during its staggered remedial amendment cycle (as defined in 2007-44) and such application is currently being processed by the Internal Revenue Service, (C) had filed for a determination letter prior to its “GUST remedial amendment period” (as defined in 2007-44) and received such determination letter and the staggered remedial amendment cycle first following the GUST remedial amendment period for such Qualified Plan has not yet expired, or (D) is maintained under a prototype plan and may rely upon a favorable opinion letter issued by the Internal Revenue Service with respect to such prototype plan. To the best knowledge of the Borrower, nothing has occurred which so comply would cause the loss of its reliance on each Qualified Plan’s favorable determination letter or opinion letter. (ii) With respect to any Benefit Arrangement that is a retiree welfare benefit arrangement, all amounts have been accrued on the applicable ERISA Group’s financial statements in accordance with FASB ASC 715. (iii) Except as could not reasonably be expected, individually or in the aggregate, expected to have a Material Adverse Effect: . With respect to each Plan (iother than any Multiemployer Plan) of the Borrower and each member of its Controlled Group, all reports required under ERISA or any other Applicable Law to be filed with any Tribunal, the failure of which to file could reasonably be expected to result in liability of the Borrower or any member of its Controlled Group in excess of $100,000, have been duly filed. All such reports are true and correct in all material respects as of the date given. No Plan of the Borrower or any member of its Controlled Group has been terminated under Section 4041(c) of ERISA nor has any accumulated funding deficiency (as defined in Section 412(a) of the Code) been incurred (without regard to any waiver granted under Section 412 of the Code), nor has any funding waiver from the Internal Revenue Service been received or requested the result of which could reasonably be expected to have a Material Adverse Effect. None of the Borrower or any member of its Controlled Group has failed to make any contribution or pay any amount due or owing as required under the terms of any such Plan, or by Section 412 of the Code or Section 302 of ERISA by the due date under Section 412 of the Code and Section 302 of ERISA, the result of which could reasonably be expected to have a Material Adverse Effect. There has been no ERISA Event has occurred or is expected any event requiring disclosure under Section 4041(c)(3)(C) or 4063(a) of ERISA with respect to occur; any Plan or its related trust of the Borrower or any member of its Controlled Group since the effective date of ERISA. The present value of the benefit liabilities, as defined in Title IV of ERISA, of each Plan subject to Title IV of ERISA (iiother than a Multiemployer Plan) there of the Borrower and each member of its Controlled Group does not exceed by more than $500,000 the present value of the assets of each such Plan as of the most recent valuation date using each such Plan's actuarial assumptions at such date. There are no pending, or to the Borrower's knowledge of a Responsible Officer of the Borrower, threatened, claims, actions or lawsuits or actions (other action by than routine claims for benefits in the ordinary course) asserted or instituted against, and neither the Borrower nor any Governmental Authoritymember of its Controlled Group has knowledge of any threatened litigation or claims against, plan participant the assets of any Plan or beneficiary its related trust or against any fiduciary of a Plan with respect to the operation of such Plan, the result of which could reasonably be expected to have a Benefit Arrangement; (iii) there are no violations Material Adverse Effect. None of the fiduciary responsibility rules with respect Borrower or, to the Borrower's knowledge, any Benefit Arrangement; and (iv) no member of the ERISA its Controlled Group has engaged in a non-exempt “any prohibited transaction,” as defined in transactions, within the meaning of Section 406 of ERISA and Section 4975 of the Internal Revenue Code, in connection with any Plan, that would subject any member of the ERISA Group to a tax on prohibited transactions imposed by Section 502(i) of ERISA or Section 4975 of the Internal Revenue Code, in connection with any Plan the result of which could reasonably be expected to have a Material Adverse Effect. None of the Borrower or any member of its Controlled Group has withdrawn from any Multiemployer Plan, nor has incurred or reasonably expects to incur (A) any liability under Title IV of ERISA (other than premiums due under Section 4007 of ERISA to the PBGC), (B) any withdrawal liability (and no event has occurred which with the giving of notice under Section 4219 of ERISA would result in such liability) under Section 4201 of ERISA as a result of a complete or partial withdrawal (within the meaning of Section 4203 or 4205 of ERISA) from a Multiemployer Plan, or (C) any liability under Section 4062 of ERISA to the PBGC or to a trustee appointed under Section 4042 of ERISA. None of the Borrower, any member of its Controlled Group, or any organization to which the Borrower or any member of its Controlled Group is a successor or parent corporation within the meaning of ERISA Section 4069(b), has engaged in a transaction within the meaning of ERISA Section 4069, the result of which could reasonably be expected to have a Material Adverse Effect. None of the Borrower or any member of its Controlled Group maintains or has established any Plan, which is a welfare benefit plan within the meaning of Section 3(1) of ERISA and which provides for continuing benefits or coverage for any participant or any beneficiary of any participant after such participant's termination of employment, except as may be required by any Applicable Law, the result of which could reasonably be expected to have a Material Adverse Effect. Each of Borrower and its Controlled Group which maintains a Plan which is a welfare benefit plan within the meaning of Section 3(1) of ERISA has complied in all material respects with any applicable notice and continuation requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and the regulations thereunder. None of the Borrower or any member of its Controlled Group maintains, has established, or has ever participated in a multiemployer welfare benefit arrangement within the meaning of Section 3(40)(A) of ERISA.

ERISA. (i) Except as could would not reasonably be expected, individually or in the aggregate, expected to have a Material Adverse Effect, each Benefit Arrangement is in compliance with the applicable provisions of ERISA, the Internal Revenue Code and other Applicable Laws. Except there are no Unfunded Liabilities (A) with respect to Multiemployer Plans, each Qualified Plan (A) has received a favorable determination from the Internal Revenue Service applicable to such Qualified Plan’s current remedial amendment cycle (as defined in Revenue Procedure 2007-44 Borrower or “2007-44” for short), any of its Restricted Subsidiaries and (B) has timely filed for a favorable determination letter from the Internal Revenue Service during its staggered remedial amendment cycle (as defined in 2007-44) and such application is currently being processed by the Internal Revenue Service, (C) had filed for a determination letter prior to its “GUST remedial amendment period” (as defined in 2007-44) and received such determination letter and the staggered remedial amendment cycle first following the GUST remedial amendment period for such Qualified Plan has not yet expired, or (D) is maintained under a prototype plan and may rely upon a favorable opinion letter issued by the Internal Revenue Service with respect to such prototype plan. To any ERISA Affiliate; provided that for purposes of this Section 5.11(a)(i)(B) only, Unfunded Liabilities means the best knowledge amount (if any) by which the projected benefit obligation exceeds the value of the Borrower, nothing has occurred which would cause the loss plan’s assets as of its reliance on each Qualified Planlast valuation date using the actuarial assumptions and methods being used by the plan’s favorable determination letter or opinion letteractuaries for making such determination. (ii) With Each Plan and Employee Benefit Arrangement, other than a Multiemployer Plan, complies in all respects with the applicable requirements of ERISA and the Code (including pursuant to any applicable correction procedures under applicable Law, as appropriate), and each of the Borrower and each of its Restricted Subsidiaries complies in all respects with the applicable requirements of ERISA and the Code with respect to any Benefit Arrangement all Multiemployer Plans to which it contributes, except, in each case, to the extent that is the failure to comply therewith would not reasonably be expected to have a retiree welfare benefit arrangement, all amounts have been accrued on the applicable ERISA Group’s financial statements in accordance with FASB ASC 715Material Adverse Effect. (iii) Except as could would not reasonably be expected, individually or in the aggregate, expected to have a Material Adverse Effect: (i) , no ERISA Event has occurred or is reasonably expected to occur; (ii) there are no pending, or to the knowledge of a Responsible Officer of the Borrower, threatened, claims, actions or lawsuits or other action by any Governmental Authority, plan participant or beneficiary with respect to a Benefit Arrangement; (iii) there are no violations of the fiduciary responsibility rules occur with respect to any Benefit Arrangement; and Plan. (iv) no member Neither the Borrower nor any of its Restricted Subsidiaries: (A) is or has been within the ERISA Group last six years a party to any Multiemployer Plan; or (B) has engaged in a non-exempt “prohibited transaction,” as defined in Section 406 of ERISA and Section 4975 of the Internal Revenue Codecompletely or partially withdrawn from any Multiemployer Plan except, in connection with any Planeach case, that would subject not reasonably be expected to have a Material Adverse Effect. (v) Neither the Borrower nor any member of the ERISA Group its Restricted Subsidiaries has any contingent liability with respect to any postretirement benefit under a tax on prohibited transactions imposed by Section 502(i) of ERISA or Section 4975 of the Internal Revenue CodeWelfare Plan that could reasonably be expected to have a Material Adverse Effect.

ERISA. (i) Except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, each Benefit Arrangement Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other Applicable federal or state Laws. Except Each Plan that is intended to qualify under Section 401(a) of the Code has received from the IRS a favorable determination or opinion letter, which has not by its terms expired, that such Plan is so qualified, or such Plan is entitled to rely on an IRS advisory or opinion letter with respect to Multiemployer Plansan IRS-approved master and prototype or volume submitter plan, each Qualified Plan (A) has received or a favorable timely application for such a determination from the Internal Revenue Service applicable to such Qualified Plan’s current remedial amendment cycle (as defined in Revenue Procedure 2007-44 or “2007-44” for short), (B) has timely filed for a favorable determination opinion letter from the Internal Revenue Service during its staggered remedial amendment cycle (as defined in 2007-44) and such application is currently being processed by the Internal Revenue Service, (C) had filed for a determination letter prior to its “GUST remedial amendment period” (as defined in 2007-44) and received such determination letter and the staggered remedial amendment cycle first following the GUST remedial amendment period for such Qualified Plan has not yet expired, or (D) is maintained under a prototype plan and may rely upon a favorable opinion letter issued by the Internal Revenue Service IRS with respect thereto; and, to such prototype plan. To the best knowledge of the Borrower, nothing has occurred which would prevent, or cause the loss of, such qualification. Borrower and each member of its reliance on the ERISA Group have made all required contributions to each Qualified Pension Plan subject to Sections 412 or 430 of the Code, and no application for a funding waiver or an extension of any amortization period pursuant to Sections 412 or 430 of the Code has been made with respect to any Pension Plan’s favorable determination letter or opinion letter. (ii) With respect to any Benefit Arrangement that is a retiree welfare benefit arrangement, all amounts have been accrued on the applicable ERISA Group’s financial statements in accordance with FASB ASC 715. (iiiA) Except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: (i) no No ERISA Event has occurred or is reasonably expected to occur; (iiB) there are no pendingPension Plan has any unfunded pension liability (i.e., excess of benefit liabilities over the current value of that Pension Plan’s assets, determined pursuant to the assumptions used for funding the Pension Plan for the applicable plan year in accordance with Section 430 of the Code); (C) neither Borrower nor any member of the ERISA Group has incurred, or reasonably expects to the knowledge incur, any liability under Title IV of a Responsible Officer ERISA with respect to any Pension Plan (other than premiums due and not delinquent under Section 4007 of ERISA); (D) neither Borrower nor any member of the BorrowerERISA Group has incurred, threatenedor reasonably expects to incur, claimsany liability (and no event has occurred which, actions or lawsuits or other action by any Governmental Authoritywith the giving of notice under Section 4219 of ERISA, plan participant or beneficiary would result in such liability) under Section 4201 of ERISA, with respect to a Benefit ArrangementMultiemployer Plan; (iiiE) there are no violations neither Borrower nor any member of the fiduciary responsibility rules with respect to ERISA Group has received notice that a Multiemployer Plan is insolvent; (F) neither Borrower nor any Benefit Arrangement; and (iv) no member of the ERISA Group has engaged in a non-exempt “prohibited transaction,” as defined in Section 406 transaction that could be subject to Sections 4069 or 4212(c) of ERISA; and (G) no Pension Plan or Multiemployer Plan has been terminated by the plan administrator thereof nor by the PBGC, and no event or circumstance has occurred or exists that would reasonably be expected to cause the PBGC to institute proceedings under Title IV of ERISA and Section 4975 of the Internal Revenue Code, in connection with to terminate any Pension Plan or Multiemployer Plan, that would subject any member of the ERISA Group to a tax on prohibited transactions imposed by Section 502(i) of ERISA or Section 4975 of the Internal Revenue Code.

ERISA. (ia) Except Disclosure Schedule 3.12(a) lists as could not reasonably be expectedof the Closing Date all Pension Plans and all Retiree Welfare Plans. Copies of all such listed Plans, individually or in together with a copy of the aggregate, latest form IRS/DOL 5500-series for each such Plan have been made available to have a Material Adverse Effect, each Benefit Arrangement is in compliance with the applicable provisions of ERISA, the Internal Revenue Code and other Applicable LawsAdministrative Agent. Except with respect to Multiemployer Plans, each Qualified Plan (A) has received a favorable determination from the Internal Revenue Service applicable to such Qualified Plan’s current remedial amendment cycle (as defined in Revenue Procedure 2007-44 or “2007-44” for short), (B) has timely filed for a favorable determination letter from the Internal Revenue Service during its staggered remedial amendment cycle (as defined in 2007-44) and such application is currently being processed been determined by the Internal Revenue ServiceIRS to qualify under Section 401 of the IRC, (C) had filed for a determination letter prior the trusts created thereunder have been determined to its “GUST remedial amendment period” (as defined in 2007-44) be exempt from tax under the provisions of Section 501 of the IRC and received such determination letter and to the staggered remedial amendment cycle first following the GUST remedial amendment period for such Qualified Plan has not yet expired, or (D) is maintained under a prototype plan and may rely upon a favorable opinion letter issued by the Internal Revenue Service with respect to such prototype plan. To the best knowledge of the any Borrower, nothing has occurred which that would cause the loss of such qualification or tax-exempt status. Except for noncompliance to the extent permitted under the Bankruptcy Code, each Plan is in compliance in all material respects both with its reliance on each Qualified Plan’s favorable determination letter terms and with the applicable provisions of ERISA and the IRC. Each Borrower and all ERISA Affiliates have made all contributions and paid all amounts due as required under the terms of the Plan or opinion letterby either Section 412, 430, 431 or 432 of the IRC or Section 302, 303, 304 or 305 of ERISA prior to the date of commencement of the Cases. (iib) With respect None of the Borrowers nor any ERISA Affiliate, nor any predecessor of any such Person sponsors, maintains or contributes to, or has in the past sponsored, maintained or contributed to any Benefit Arrangement that is a retiree welfare benefit arrangementTitle IV Plan, all amounts have been accrued on the applicable ERISA Group’s financial statements in accordance with FASB ASC 715. (iii) Except as could not reasonably be expected, individually or otherwise has or in the aggregate, past has had any liability or obligation with respect of a Title IV Plan that can be enforced against the Borrower or any ERISA affiliate. Except as set forth in Disclosure Schedule 3.12(b) or which would reasonably be expected not to have a Material Adverse Effect: , (i) no ERISA Event has occurred or is reasonably expected to occur; (ii) there are no pending, or to the knowledge of a Responsible Officer of the any Borrower, threatened, claimsmaterial claims (other than claims for benefits in the normal course), sanctions, actions or lawsuits lawsuits, asserted or other action by instituted against any Governmental Authority, plan participant Plan or beneficiary with respect to a Benefit Arrangement; (iii) there are no violations of the any fiduciary responsibility rules or sponsor thereof or any Borrower with respect to any Benefit ArrangementPlan; and (iii) except in the case of any ESOP, Stock of all Borrowers and their ERISA Affiliates makes up, in the aggregate, no more than 10% of the fair market value of the assets of any Plan measured on the basis of fair market value as of the latest valuation date of any Plan. (c) With respect to any Multiemployer Plan, (i) as of the date of this Agreement, neither any Borrower nor any ERISA Affiliate has made or suffered a “complete withdrawal” or a “partial withdrawal” (as respectively defined in Sections 4203 and 4205 of ERISA), (ii) as of the date of this Agreement, no event has occurred that presents a material risk of a partial withdrawal other than in connection with the commencement of the Cases, (iii) neither any Borrower nor any ERISA Affiliate has any contingent liability under Section 4204 of ERISA, and, to the knowledge of any Borrower, no circumstances exist that present a material risk that any such Multiemployer Plan will go into reorganization, and (iv) no member as of the date of this Agreement and as of any date that a Loan is made, neither any Borrower nor any ERISA Group Affiliate would incur withdrawal liability in excess of $1,000,000 in the aggregate if a complete withdrawal by the Borrowers and the ERISA Affiliates occurred under each Multiemployer Plan as of such date. No Multiemployer Plan has engaged incurred an accumulated funding deficiency, whether or not waived that could reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have a Material Adverse Effect, no Multiemployer Plan is, or is reasonably expected to be, in a non-exempt “prohibited transaction,endangered status” as defined in or “critical status” within the meaning of Section 406 of ERISA and Section 4975 432 of the Internal Revenue Code, in connection with any Plan, that would subject any member of the ERISA Group to a tax on prohibited transactions imposed by Section 502(i) of ERISA or Section 4975 of the Internal Revenue CodeIRC.

ERISA. (i) Except as could Each Borrower Plan is in compliance with its terms, the applicable provisions of ERISA, the Code and other Federal or state Laws, except to the extent that failure to comply would not reasonably be expectedexpected to result in a Material Adverse Effect. Each Borrower Plan that is intended to qualify under Section 401(a) of the Code has received a favorable determination letter from the IRS or an application for such a letter is currently being processed by the IRS with respect thereto and, individually to the best knowledge of Borrower, nothing has occurred subsequent to the issuance of such determination letter which would prevent, or in cause the aggregateloss of, such qualification. Borrower and each member of its ERISA Group have made all required contributions to each Borrower Plan, except to the extent that a failure to do so would not reasonably be expected to have a Material Adverse Effect, each Benefit Arrangement is in compliance with and no extension of any amortization period pursuant to Section 412 of the applicable provisions of ERISA, the Internal Revenue Code and other Applicable Laws. Except has been made with respect to Multiemployer Plans, each Qualified Plan (A) has received a favorable determination from the Internal Revenue Service applicable to such Qualified any Borrower Plan’s current remedial amendment cycle (as defined in Revenue Procedure 2007-44 or “2007-44” for short), (B) has timely filed for a favorable determination letter from the Internal Revenue Service during its staggered remedial amendment cycle (as defined in 2007-44) and such application is currently being processed by the Internal Revenue Service, (C) had filed for a determination letter prior to its “GUST remedial amendment period” (as defined in 2007-44) and received such determination letter and the staggered remedial amendment cycle first following the GUST remedial amendment period for such Qualified Plan has not yet expired, or (D) is maintained under a prototype plan and may rely upon a favorable opinion letter issued by the Internal Revenue Service with respect to such prototype plan. To the best knowledge of the Borrower, nothing has occurred which would cause the loss of its reliance on each Qualified Plan’s favorable determination letter or opinion letter. (ii) With There are no pending or, to the best knowledge of Borrower, threatened claims, actions or lawsuits, or action by any Authority, with respect to any Benefit Arrangement Borrower Plan that is a retiree welfare benefit arrangement, all amounts have been accrued on the applicable ERISA Group’s financial statements in accordance with FASB ASC 715. (iii) Except as could not would reasonably be expected, individually or in the aggregate, expected to have a Material Adverse Effect: (i) . There has been no ERISA Event has occurred Prohibited Transaction or is expected to occur; (ii) there are no pending, or to the knowledge of a Responsible Officer of the Borrower, threatened, claims, actions or lawsuits or other action by any Governmental Authority, plan participant or beneficiary with respect to a Benefit Arrangement; (iii) there are no violations violation of the fiduciary responsibility rules with respect to any Benefit Arrangement; Borrower Plan that has resulted or would reasonably be expected to result in a Material Adverse Effect. (iii) (A) No ERISA Event has occurred or is reasonably expected to occur, (B) no Borrower Plan has any Unfunded Pension Liability, (C) neither Borrower nor any member of its ERISA Group has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Sections 4201 or 4243 of ERISA with respect to a Multiemployer Plan, and (ivD) no neither Borrower nor any member of the its ERISA Group has engaged in a non-exempt “prohibited transaction,” as defined in Section 406 of ERISA and Section 4975 of the Internal Revenue Code, in connection with any Plan, transaction that would be subject any member of the ERISA Group to a tax on prohibited transactions imposed by Section 502(iSections 4069 or 4212(c) of ERISA that, individually or Section 4975 of in the Internal Revenue Codeaggregate, would reasonably be expected to have a Material Adverse Effect.

ERISA. (ia) Except as could would not reasonably be expected, individually or in the aggregate, expected to have a Material Adverse Effect, each Benefit Arrangement Plan is in compliance with the applicable provisions of ERISA, the Internal Revenue Code and other Applicable Laws. Except federal or state laws and each Group Member and ERISA Affiliate is in compliance with ERISA, the Internal Revenue Code and other United States federal or United States state laws with respect to each Multiemployer PlansPlan. Except as would not reasonably be expected to have a Material Adverse Effect, each Qualified Plan (Athat is intended to qualify under Section 401(a) has received a favorable determination from of the Internal Revenue Service applicable to such Qualified Plan’s current remedial amendment cycle (as defined in Revenue Procedure 2007-44 or “2007-44” for short), (B) Code has timely filed for received a favorable determination letter from the Internal Revenue Service during its staggered remedial amendment cycle IRS (as defined in 2007-44) and or an application for such application a letter is currently being processed by pending before the Internal Revenue Service, (CIRS with respect thereto) had filed for a determination letter prior to its “GUST remedial amendment period” (as defined in 2007-44) and received such determination letter and the staggered remedial amendment cycle first following the GUST remedial amendment period for such Qualified Plan has not yet expired, or (D) is maintained under a prototype plan and may rely upon document that has received a favorable opinion letter issued by from the Internal Revenue Service with respect IRS and, to such prototype plan. To the best knowledge of the BorrowerGroup Members, nothing has occurred which that would prevent, or cause the loss of its reliance on each Qualified Plan’s favorable determination letter or opinion letter. (ii) With respect to any Benefit Arrangement that is a retiree welfare benefit arrangementof, all amounts have been accrued on the applicable ERISA Group’s financial statements in accordance with FASB ASC 715. (iii) such qualification. Except as could would not reasonably be expected, individually or in the aggregate, expected to have a Material Adverse Effect: , each Group Member and ERISA Affiliate have made all required contributions that are due and owing to each Plan subject to Section 412 of the Internal Revenue Code or Section 303 of ERISA and to each Multiemployer Plan under Section 412 of the Internal Revenue Code or Section 304 of ERISA, and no application for a waiver of the minimum funding standard pursuant to Section 412 of the Internal Revenue Code or Section 302 of ERISA has been made with respect to any Plan. (ib) no ERISA Event has occurred or is expected to occur; (ii) there There are no pendingpending or, or to the best knowledge of a Responsible Officer of the BorrowerGroup Members or ERISA Affiliates, threatened, threatened claims, actions or lawsuits lawsuits, or other action by any Governmental Authority, plan participant or beneficiary with respect to any Plan that would reasonably be expected to have a Benefit Arrangement; (iii) there are Material Adverse Effect. There has been no violations non-exempt Prohibited Transaction or violation of the fiduciary responsibility rules with respect to any Benefit Arrangement; Plan that has resulted or would reasonably be expected to result in a Material Adverse Effect. (i) No ERISA Event or Foreign Plan Event has occurred or is reasonably expected to occur, (ii) no Pension Plan has any Unfunded Pension Liability, (iii) no Group Member or ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no event has occurred that, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Sections 4201 or 4243 of ERISA with respect to a Multiemployer Plan, and (iv) no member of the Group Member or ERISA Group Affiliate has engaged in a non-exempt “prohibited transaction,” as defined in Section 406 transaction involving any Pension Plan or Multiemployer Plan that would reasonably be expected to be subject to Sections 4069 or 4212(c) of ERISA and Section 4975 of the Internal Revenue CodeERISA, in connection with any Planeach case, as to clauses (i), (ii), (iii) or (iv), that has resulted or would subject any member of the ERISA Group reasonably be expected to result in a tax on prohibited transactions imposed by Section 502(iMaterial Adverse Effect. (d) of ERISA or Section 4975 of the Internal Revenue CodeAll Foreign Plans are maintained in compliance with applicable law, except as would not reasonably be expected to have a Material Adverse Effect.

ERISA. (i) Except On each Delivery Date, except as could described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or as would not reasonably be expected, individually or in the aggregate, likely to have a Material Adverse Effect, each Benefit Arrangement is (i) the EQGP Entities will be in compliance in all material respects with the all presently applicable provisions of the Employee Retirement Income Security Act of 1974, as amended, including the regulations and published governmental interpretations thereunder (“ERISA”); (ii) no “reportable event” (as defined in Section 4043(c) ERISA) will have occurred with respect to any “pension plan” (as defined in Section 3(2) of ERISA) for which any EQGP Entities would have any liability, excluding any reportable event for which a waiver could apply; (iii) no EQGP Entity will have incurred, nor will any such entity expect to incur, liability under (a) Title IV of ERISA with respect to termination of, or withdrawal from, any “pension plan” or (b) Sections 412 or 4971 of the Internal Revenue Code of 1986, as amended, including the regulations and other Applicable Laws. Except published governmental interpretations thereunder (the “Code”) with respect to Multiemployer Plans, any “pension plan”; (iv) each Qualified Plan (A“pension plan” for which any EQGP Entity would have any liability that is intended to be qualified under Section 401(a) has received of the Code will be the subject of a favorable determination from the Internal Revenue Service applicable to such Qualified Plan’s current remedial amendment cycle (as defined in Revenue Procedure 2007-44 or “2007-44” for short), (B) has timely filed for a favorable determination opinion letter from the Internal Revenue Service during its staggered remedial amendment cycle (as defined in 2007-44) and such application to the effect that it is currently being processed by so qualified and, to the Internal Revenue Service, (C) had filed for a determination letter prior to its “GUST remedial amendment period” (as defined in 2007-44) and received such determination letter and the staggered remedial amendment cycle first following the GUST remedial amendment period for such Qualified Plan has not yet expired, or (D) is maintained under a prototype plan and may rely upon a favorable opinion letter issued by the Internal Revenue Service with respect to such prototype plan. To the best knowledge of the BorrowerPartnership Parties, nothing has occurred will have occurred, whether by action or by failure to act, which would could reasonably be expected to cause the loss of its reliance on each Qualified Plan’s favorable determination letter or opinion letter. (ii) With respect to any Benefit Arrangement that is a retiree welfare benefit arrangement, all amounts have been accrued on the applicable ERISA Group’s financial statements in accordance with FASB ASC 715. (iii) Except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: (i) no ERISA Event has occurred or is expected to occur; (ii) there are no pending, or to the knowledge of a Responsible Officer of the Borrower, threatened, claims, actions or lawsuits or other action by any Governmental Authority, plan participant or beneficiary with respect to a Benefit Arrangement; (iii) there are no violations of the fiduciary responsibility rules with respect to any Benefit Arrangementsuch qualification; and (ivv) no member EQGP Entities have incurred any unpaid liability to the Pension Benefit Guaranty Corporation (other than for payment of premiums in the ERISA Group has engaged in a non-exempt “prohibited transaction,” as defined in Section 406 ordinary course of ERISA and Section 4975 of the Internal Revenue Code, in connection with business) for which any Plan, that EQGP Entity would subject any member of the ERISA Group reasonably be expected to a tax on prohibited transactions imposed by Section 502(i) of ERISA or Section 4975 of the Internal Revenue Codebe liable.

ERISA. No Benefit Plan has incurred any material accumulated funding deficiency (as defined in Sections 302(a)(2) of ERISA and 412(a) of the Code) whether or not waived. Neither the Company nor any member of the Controlled Group has incurred any material liability to the PBGC which remains outstanding other than the payment of premiums. As of the last day of the most recent prior plan year, the market value of assets under each Benefit Plan, other than any Multiemployer Plan, was not by a material amount less than the present value of benefit liabilities thereunder (determined in accordance with the actuarial valuation assumptions described therein). Neither the Company nor any member of the Controlled Group has (i) Except as failed to make a required contribution or payment to a Multiemployer Plan of a material amount or (ii) incurred a material complete or partial withdrawal under Section 4203 or Section 4205 of ERISA from a Multiemployer Plan. Neither the Company nor any member of the Controlled Group has failed to make an installment or any other payment of a material amount required under Section 412 of the Code on or before the due date for such installment or other payment. Each Plan, Foreign Employee Benefit Plan and Non-ERISA Commitment complies in all material respects in form, and has been administered in all material respects in accordance with its terms and in accordance with all applicable laws and regulations, including but not limited to ERISA and the Code. There have been no and there is no prohibited transaction described in Sections 406 of ERISA or 4975 of the Code with respect to any Plan for which a statutory or administrative exemption does not exist which could not reasonably be expectedexpected to subject the Company or any of is Subsidiaries to material liability. Neither the Company nor any member of the Controlled Group has taken or failed to take any action which would constitute or result in a Termination Event, which action or inaction could reasonably be expected to subject the Company or any of its Subsidiaries to material liability. Neither the Company nor any member of the Controlled Group is subject to any material liability under, or has any potential material liability under, Section 4063, 4064, 4069, 4204 or 4212(c) of ERISA. The present value of the aggregate liabilities to provide all of the accrued benefits under any Foreign Pension Plan do not exceed the current fair market value of the assets held in trust or other funding vehicle for such plan by a material amount. With respect to any Foreign Employee Benefit Plan other than a Foreign Pension Plan, reasonable reserves have been established in accordance with prudent business practice or where required by ordinary accounting practices in the jurisdiction in which such plan is maintained. Neither the Company nor any other member of the Controlled Group has taken or failed to take any action, nor has any event occurred, with respect to any “employee benefit plan” (as defined in Section 3(3) of ERISA) which action, inaction or event could reasonably be expected to subject the Company or any of its Subsidiaries to material liability. For purposes of this Section 6.9, “material” means any amount, noncompliance or other basis for liability which could reasonably be expected to subject the Company or any of its Subsidiaries to liability, individually or in the aggregate, to have a Material Adverse Effect, aggregate with each Benefit Arrangement is in compliance with the applicable provisions of ERISA, the Internal Revenue Code and other Applicable Laws. Except with respect to Multiemployer Plans, each Qualified Plan (A) has received a favorable determination from the Internal Revenue Service applicable to such Qualified Plan’s current remedial amendment cycle (as defined in Revenue Procedure 2007-44 or “2007-44” basis for short), (B) has timely filed for a favorable determination letter from the Internal Revenue Service during its staggered remedial amendment cycle (as defined in 2007-44) and such application is currently being processed by the Internal Revenue Service, (C) had filed for a determination letter prior to its “GUST remedial amendment period” (as defined in 2007-44) and received such determination letter and the staggered remedial amendment cycle first following the GUST remedial amendment period for such Qualified Plan has not yet expired, or (D) is maintained liability under a prototype plan and may rely upon a favorable opinion letter issued by the Internal Revenue Service with respect to such prototype plan. To the best knowledge of the Borrower, nothing has occurred which would cause the loss of its reliance on each Qualified Plan’s favorable determination letter or opinion letter. (ii) With respect to any Benefit Arrangement that is a retiree welfare benefit arrangement, all amounts have been accrued on the applicable ERISA Group’s financial statements in accordance with FASB ASC 715. (iii) Except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: (i) no ERISA Event has occurred or is expected to occur; (ii) there are no pending, or to the knowledge of a Responsible Officer of the Borrower, threatened, claims, actions or lawsuits or other action by any Governmental Authority, plan participant or beneficiary with respect to a Benefit Arrangement; (iii) there are no violations of the fiduciary responsibility rules with respect to any Benefit Arrangement; and (iv) no member of the ERISA Group has engaged in a non-exempt “prohibited transaction,” as defined in this Section 406 of ERISA and Section 4975 of the Internal Revenue Code6.9, in connection with any Plan, that would subject any member excess of the ERISA Group to a tax on prohibited transactions imposed by Section 502(i) of ERISA or Section 4975 of the Internal Revenue Code$2,000,000.

ERISA. ​ (i) Except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, each Benefit Arrangement is in compliance with the applicable provisions of ERISA, the Internal Revenue Code and other Applicable Laws. Except with respect to Multiemployer Plans, each Qualified Plan (A) has received a favorable determination from the Internal Revenue Service applicable to such Qualified Plan’s current remedial amendment cycle (as defined in Revenue Procedure 2007-44 or “2007-44” for short), (B) has timely filed for a favorable determination letter from the Internal Revenue Service during its staggered remedial amendment cycle (as defined in 2007-44) and such application is currently being processed by the Internal Revenue Service, (C) had filed for a determination letter prior to its “GUST remedial amendment period” (as defined in 2007-44) and received such determination letter and the staggered remedial amendment cycle first following the GUST remedial amendment period for such Qualified Plan has not yet expired, or (D) is maintained under a prototype plan and may rely upon a favorable opinion letter issued by the Internal Revenue Service with respect to such a prototype plan, or a timely application for such a letter is currently being processed by the Internal Revenue Service with respect thereto. To the best knowledge of the Borrower, nothing has occurred which would cause the loss of its reliance on each Qualified Plan’s favorable determination letter or opinion letter. (ii) With respect to any Benefit Arrangement that is a retiree welfare benefit arrangement, all amounts have been accrued on the applicable ERISA Group’s financial statements in accordance with FASB ASC 715. The aggregate funding contributions payable by the Borrower, the other Loan Parties and the other Subsidiaries as a result of the “benefit obligation” of all Plans exceeding the “fair market value of plan assets” for all Plans which are, or are reasonably expected to be, in “at risk” status (within the meaning of Section 430 of the Internal Revenue Code or Section 303 of ERISA), all as determined, and with such terms defined, in accordance with FASB ASC 715, could not reasonably be expected to exceed $10,000,000 in the aggregate during any fiscal year of the Borrower. (iii) Except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: (i) no ERISA Event has occurred or is reasonably expected to occur; (ii) there are no pending, or to the knowledge of a Responsible Officer of the Borrower, threatened, claims, actions or lawsuits or other action by any Governmental Authority, plan participant or beneficiary with respect to a Benefit Arrangement; (iii) there are no violations of the fiduciary responsibility rules with respect to any Benefit Arrangement; and (iv) no member of the ERISA Group has engaged in a non-exempt “prohibited transaction,” as defined in Section 406 of ERISA and Section 4975 of the Internal Revenue Code, in connection with any Plan, that would subject the Borrower, any member of the ERISA Group other Loan Party or any other Subsidiary to a tax on prohibited transactions imposed by Section 502(i) of ERISA or Section 4975 of the Internal Revenue Code.

ERISA. (i) Except as could not reasonably be expected, individually or in the aggregate, expected to have a Material Adverse Effect, each Benefit Arrangement is in compliance with the applicable provisions of ERISA, the Internal Revenue Code and other Applicable Laws. Except with respect to Multiemployer PlansPlans and except as could not be expected to have a Material Adverse Effect, each Qualified Plan (A) has received a favorable determination from the Internal Revenue Service applicable to such Qualified Plan’s current remedial amendment cycle (as defined in Revenue Procedure 2007-44 or “2007-44” for short), (B) has timely filed for a favorable determination letter from the Internal Revenue Service during its staggered remedial amendment cycle (as defined in 2007-44) and such application is currently being processed by the Internal Revenue Service, (C) had filed for a determination letter prior to its “GUST remedial amendment period” (as defined in 2007-44) and received such determination letter and the staggered remedial amendment cycle first following the GUST remedial amendment period for such Qualified Plan has not yet expired, or (D) is maintained under a prototype plan and may rely upon a favorable opinion letter issued by the Internal Revenue Service with respect to such prototype plan. To the best knowledge of the Parent and the Borrower, nothing has occurred which would cause the loss of its reliance on each Qualified Plan’s favorable determination letter or opinion letter. (ii) With respect to any Benefit Arrangement that is a retiree welfare benefit arrangement, all amounts have been accrued on the applicable ERISA Group’s financial statements in accordance with FASB ASC 715. The “benefit obligation” of all Plans does not exceed the “fair market value of plan assets” for such Plans by more than $10,000,000 all as determined by and with such terms defined in accordance with FASB ASC 715. (iii) Except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: (i) no ERISA Event has occurred or is expected to occur; (ii) there are no pending, or to the best knowledge of a Responsible Officer of the Parent and the Borrower, threatened, claims, actions or lawsuits or other action by any Governmental Authority, plan participant or beneficiary with respect to a Benefit Arrangement; (iii) there are no violations of the fiduciary responsibility rules with respect to any Benefit Arrangement; and (iv) no member of the ERISA Group has engaged in a non-exempt “prohibited transaction,” as defined in Section 406 of ERISA and Section 4975 of the Internal Revenue Code, in connection with any Plan, that would subject any member of the ERISA Group to a tax on prohibited transactions imposed by Section 502(i) of ERISA or Section 4975 of the Internal Revenue Code.

ERISA. (ia) Except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, each Benefit Arrangement Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other Applicable LawsFederal or state laws. Except with respect Each Pension Plan that is intended to Multiemployer Plans, each Qualified Plan (Abe a qualified plan under Section 401(a) of the Code has received a favorable determination from the Internal Revenue Service applicable to such Qualified Plan’s current remedial amendment cycle (as defined in Revenue Procedure 2007-44 or “2007-44” for short), (B) has timely filed for a favorable determination letter from the Internal Revenue Service during its staggered remedial amendment cycle (as defined in 2007-44to the effect that the form of such Plan is qualified under Section 401(a) of the Code and the trust related thereto has been determined by the Internal Revenue Service to be exempt from federal income tax under Section 501(a) of the Code, or an application for such application a letter is currently being processed by the Internal Revenue Service, (C) had filed for a determination letter prior to its “GUST remedial amendment period” (as defined in 2007-44) and received such determination letter and the staggered remedial amendment cycle first following the GUST remedial amendment period for such Qualified Plan has not yet expired, or (D) is maintained under a prototype plan and may rely upon a favorable opinion letter issued by the Internal Revenue Service with respect to such prototype plan. To the best knowledge of the Borrower, nothing has occurred which that would prevent or cause the loss of its reliance on each Qualified Plan’s favorable determination letter or opinion lettersuch tax-qualified status. (iib) With There are no pending or, to the best knowledge of the Borrower, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Benefit Arrangement Plan that is a retiree welfare benefit arrangement, all amounts have been accrued on the applicable ERISA Group’s financial statements in accordance with FASB ASC 715. (iii) Except as could not reasonably be expected, individually or in the aggregate, expected to have a Material Adverse Effect: (i) . There has been no ERISA Event has occurred prohibited transaction or is expected to occur; (ii) there are no pending, or to the knowledge of a Responsible Officer of the Borrower, threatened, claims, actions or lawsuits or other action by any Governmental Authority, plan participant or beneficiary with respect to a Benefit Arrangement; (iii) there are no violations violation of the fiduciary responsibility rules with respect to any Benefit ArrangementPlan that has resulted or could reasonably be expected to result in a Material Adverse Effect. (i) No ERISA Event has occurred, and neither the Borrower nor any ERISA Affiliate is aware of any fact, event or circumstance that could reasonably be expected to constitute or result in an ERISA Event with respect to any Pension Plan; (ii) the Borrower and each ERISA Affiliate has met all applicable requirements under the Pension Funding Rules in respect of each Pension Plan, and no waiver of the minimum funding standards under the Pension Funding Rules has been applied for or obtained; (iii) as of the most recent valuation date for any Pension Plan, the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) is 60% or higher and neither the Borrower nor any ERISA Affiliate knows of any facts or circumstances that could reasonably be expected to cause the funding target attainment percentage for any such plan to drop below 60% as of the most recent valuation date; (iv) neither the Borrower nor any ERISA Affiliate has incurred any liability to the PBGC other than for the payment of premiums, and there are no member of premium payments which have become due that are unpaid; (v) neither the Borrower nor any ERISA Group Affiliate has engaged in a non-exempt “prohibited transaction,” as defined in transaction that could be subject to Section 406 4069 or Section 4212(c) of ERISA; and (vi) no Pension Plan has been terminated by the plan administrator thereof nor by the PBGC, and no event or circumstance has occurred or exists that could reasonably be expected to cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Pension Plan. (d) The Borrower represents and Section 4975 warrants as of the Internal Revenue CodeClosing Date that the Borrower is not and will not be using “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA) of one or more Benefit Plans in connection with any Plan, that would subject any member of the ERISA Group to a tax on prohibited transactions imposed by Section 502(i) of ERISA Loans or Section 4975 of the Internal Revenue CodeCommitments.

ERISA. (ia) Except as could Each Plan is in compliance in form and operation with its terms and with ERISA and the Code (including without limitation the Code provisions compliance with which is necessary for any intended favorable tax treatment) and all other applicable laws and regulations, except where any failure to comply would not reasonably be expectedexpected to result in a Material Adverse Effect. Except as would not reasonably be expected to result in a Material Adverse Effect, each Plan (and each related trust, if any) which is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the IRS to the effect that it meets the requirements of Sections 401(a) and 501(a) of the Code, as applicable, covering all applicable tax law changes or is comprised of a master or prototype plan that has received a favorable opinion letter from the IRS, and, nothing has occurred since the date of such determination that would adversely affect such determination (or, in the case of a Plan with no determination, nothing has occurred that would materially adversely affect the issuance of a favorable determination letter or otherwise materially adversely affect such qualification). No ERISA Event or Non-U.S. Plan Event has occurred other than as would not, individually or in the aggregate, have a Material Adverse Effect. (b) Except as would not have a Material Adverse Effect, the excess of each Pension Plan’s benefit liabilities under Section 4001(a)(16) of ERISA did not exceed the current value of such Pension Plan’s assets, determined in accordance with the assumptions for funding by the Plan pursuant to Section 412 of the Code for the most recently computed plan year. (c) If each of the Obligors and its Subsidiaries and the ERISA Affiliates were to withdraw in a complete withdrawal as of the date this assurance is given, the Withdrawal Liability that would be incurred to Multiemployer Plans would not reasonably be expected to have a Material Adverse Effect. (d) There are no actions, each Benefit Arrangement is in compliance with the applicable provisions of ERISA, the Internal Revenue Code and other Applicable Laws. Except with respect to Multiemployer Plans, each Qualified suits or claims pending against or involving a Plan (Aother than routine claims for benefits) has received a favorable determination from or, to the Internal Revenue Service applicable to such Qualified Plan’s current remedial amendment cycle (as defined in Revenue Procedure 2007-44 or “2007-44” for short), (B) has timely filed for a favorable determination letter from the Internal Revenue Service during its staggered remedial amendment cycle (as defined in 2007-44) and such application is currently being processed by the Internal Revenue Service, (C) had filed for a determination letter prior to its “GUST remedial amendment period” (as defined in 2007-44) and received such determination letter and the staggered remedial amendment cycle first following the GUST remedial amendment period for such Qualified Plan has not yet expired, or (D) is maintained under a prototype plan and may rely upon a favorable opinion letter issued by the Internal Revenue Service with respect to such prototype plan. To the best knowledge of the BorrowerObligors, nothing has occurred threatened, which would cause the loss of its reliance on each Qualified Plan’s favorable determination letter or opinion letter. (ii) With respect to any Benefit Arrangement that is a retiree welfare benefit arrangement, all amounts have been accrued on the applicable ERISA Group’s financial statements in accordance with FASB ASC 715. (iii) Except as could not reasonably be expectedexpected to be asserted successfully against any Plan and, individually if so asserted successfully, would reasonably be expected either singly or in the aggregate, aggregate to have result in a Material Adverse Effect: . (ie) no ERISA Event Each Non-U.S. Plan has occurred or is been maintained in compliance with its terms and with the requirements of any and all applicable laws, statutes, rules, regulations and orders and has been maintained, where required, in good standing with applicable regulatory authorities, except as would not reasonably be expected to occur; (ii) there are no pending, or to the knowledge of a Responsible Officer of the Borrower, threatened, claims, actions or lawsuits or other action by any Governmental Authority, plan participant or beneficiary with respect to a Benefit Arrangement; (iii) there are no violations of the fiduciary responsibility rules with respect to any Benefit Arrangement; and (iv) no member of the ERISA Group has engaged result in a non-exempt “prohibited transaction,” as defined in Section 406 of ERISA and Section 4975 of the Internal Revenue Code, in connection with any Plan, that would subject any member of the ERISA Group to a tax on prohibited transactions imposed by Section 502(i) of ERISA or Section 4975 of the Internal Revenue CodeMaterial Adverse Effect.

ERISA. (i) Except The present value of all benefits vested under each “employee pension benefit plan” as could such term is defined in Section 3(2) of ERISA, other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by the Borrower or any ERISA Affiliate of the Borrower or to which the Borrower or any ERISA Affiliate of the Borrower contributes or has an obligation to contribute, or has any liability (each, a “Pension Plan”), does not exceed the value of the assets of the Pension Plan allocable to such vested benefits (based on the value of such assets as of the last annual valuation date) determined in accordance with the assumptions used for funding such Pension Plan pursuant to Sections 412 and 430 of the Code by an amount that would reasonably be expectedexpected to result in a Material Adverse Effect. No prohibited transactions, individually failure to meet the minimum funding standard set forth in Section 302(a) of ERISA and Section 412(a) of the Code (with respect to any Pension Plan other than a Multiemployer Plan), withdrawals or Reportable Events have occurred with respect to any Pension Plan that, in the aggregate, could subject the Borrower to any tax, penalty or other liability that would reasonably be expected to result in a Material Adverse Effect. Except as would not reasonably be expected to have a Material Adverse Effect, each Benefit Arrangement is in compliance with the applicable provisions no notice of intent to terminate a Pension Plan has been filed, nor has any Pension Plan been terminated under Section 4041(c) of ERISA, nor has the Internal Revenue Code and other Applicable Laws. Except with respect Pension Benefit Guaranty Corporation instituted proceedings to Multiemployer Plans, each Qualified Plan (A) has received a favorable determination from the Internal Revenue Service applicable to such Qualified Plan’s current remedial amendment cycle (as defined in Revenue Procedure 2007-44 or “2007-44” for short), (B) has timely filed for a favorable determination letter from the Internal Revenue Service during its staggered remedial amendment cycle (as defined in 2007-44) and such application is currently being processed by the Internal Revenue Service, (C) had filed for a determination letter prior to its “GUST remedial amendment period” (as defined in 2007-44) and received such determination letter and the staggered remedial amendment cycle first following the GUST remedial amendment period for such Qualified Plan has not yet expiredterminate, or (D) is maintained under appoint a prototype plan trustee to administer, a Pension Plan and may rely upon a favorable opinion letter issued by the Internal Revenue Service with respect to such prototype plan. To the best knowledge of the Borrower, nothing no event has occurred which would cause or condition exists that might constitute grounds under Section 4042 of ERISA for the loss termination of, or the appointment of its reliance on each Qualified a trustee to administer, any Pension Plan’s favorable determination letter or opinion letter. (ii) With respect The Borrower (a) is not a Benefit Plan Investor and (b) is not a “governmental plan” within the meaning of Section 3(32) of ERISA (“Governmental Plan”), and neither the Borrower nor any transactions by or with the Borrower are subject to any Benefit Arrangement that is a retiree welfare benefit arrangement, all amounts have been accrued on the applicable ERISA Group’s financial statements in accordance with FASB ASC 715. (iii) Except as could not reasonably be expected, individually state statutes or in the aggregate, to have a Material Adverse Effect: (i) no ERISA Event has occurred or is expected to occur; (ii) there are no pending, or to the knowledge regulations regulating investments of a Responsible Officer of the Borrower, threatened, claims, actions or lawsuits or other action by any Governmental Authority, plan participant or beneficiary and fiduciary obligations with respect to a Benefit Arrangement; (iii) there are no violations of the fiduciary responsibility rules with respect Governmental Plans or to any Benefit Arrangement; and (iv) no member of the ERISA Group has engaged in a non-exempt “prohibited transaction,” as defined state statutes or regulations that impose prohibitions similar to those contained in Section 406 of ERISA and Section 4975 of the Internal Revenue Code, in connection with any Plan, that would subject any member of the ERISA Group to a tax on prohibited transactions imposed by Section 502(i) of ERISA or Section 4975 of the Internal Revenue CodeCode (“Similar Law”).

ERISA. (i) Except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, each Benefit Arrangement disclosed on Schedule 9.1.18: (a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code Code, and other Applicable Lawsfederal and state laws, except where noncompliance could not reasonably be expected to have a Material Adverse Effect. Except with respect Each Plan that is intended to Multiemployer Plans, each Qualified Plan (Aqualify under Section 401(a) of the Code has received a favorable determination from the Internal Revenue Service applicable to such Qualified Plan’s current remedial amendment cycle (as defined in Revenue Procedure 2007-44 or “2007-44” for short), (B) has timely filed for a favorable determination letter from the Internal Revenue Service during its staggered remedial amendment cycle (as defined in 2007-44) and IRS or an application for such application a letter is currently being processed by the Internal Revenue Service, (C) had filed for a determination letter or will be processed prior to its “GUST remedial amendment period” (as defined in 2007-44) and received such determination letter and the staggered remedial amendment cycle first following end of the GUST applicable remedial amendment period for such Qualified Plan has not yet expired, or (DPlan) is maintained under a prototype plan and may rely upon a favorable opinion letter issued by the Internal Revenue Service IRS with respect thereto and, to such prototype plan. To the best knowledge of the BorrowerBorrowers, nothing has occurred which would prevent, or cause the loss of, such qualification. Each Obligor and ERISA Affiliate has made all required contributions to each Plan subject to Section 412 of its reliance on each Qualified the Code, and no application for a funding waiver or an extension of any amortization period pursuant to Section 412 of the Code has been made with respect to any Plan’s favorable determination letter or opinion letter. (iib) With There are no pending or, to the knowledge of Borrowers, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Benefit Arrangement Plan that is could reasonably be expected to have a retiree welfare benefit arrangement, all amounts Material Adverse Effect. There has been no prohibited transaction or a breach of fiduciary duties under ERISA or applicable state law rules with respect to any Plan that has resulted in or could reasonably be expected to have been accrued on the applicable ERISA Group’s financial statements in accordance with FASB ASC 715a Material Adverse Effect. (iiic) Except as could not reasonably be expectedexpected to result in an aggregate liability of the Obligors in excess of $1,000,000 for all such events, individually or in the aggregate, to have a Material Adverse Effect: (i) no No ERISA Event has occurred or is reasonably expected to occur; (ii) there are no pendingPension Plan has any Unfunded Pension Liability; (iii) no Obligor or ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the knowledge giving of a Responsible Officer notice under Section 4219 of the BorrowerERISA, threatened, claims, actions would result in such liability) under Section 4201 or lawsuits or other action by any Governmental Authority, plan participant or beneficiary 4243 of ERISA with respect to a Benefit Arrangement; (iii) there are no violations of the fiduciary responsibility rules with respect to any Benefit ArrangementMultiemployer Plan; and (iv) no member of the Obligor or ERISA Group Affiliate has engaged in a non-exempt “prohibited transaction,” transaction that could be subject to Section 4069 or 4212(c) of ERISA. (d) Except as defined could not reasonably be expected to result in Section 406 of ERISA and Section 4975 an aggregate liability of the Internal Revenue CodeObligors in excess of $1,000,000 for all such events, with respect to any Foreign Plan, (i) all employer and employee contributions required by law or by the terms of the Foreign Plan have been made, or, if applicable, accrued, in connection accordance with normal accounting practices; (ii) the fair market value of the assets of each funded Foreign Plan, the liability of each insurer for any Foreign Plan funded through insurance, or the book reserve established for any Foreign Plan, together with any Planaccrued contributions, that would subject any member of is sufficient to procure or provide for the ERISA Group accrued benefit obligations with respect to a tax on prohibited transactions imposed by Section 502(iall current and former participants in such Foreign Plan according to the actuarial assumptions and valuations most recently used to account for such obligations in accordance with applicable generally accepted accounting principles; and (iii) of ERISA or Section 4975 of the Internal Revenue Codeit has been registered as required and has been maintained in good standing with applicable regulatory authorities.

ERISA. (ia) Except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, The Company and each Benefit Arrangement of its ERISA Affiliates is in compliance with the applicable provisions of ERISA, and each Plan is and has been administered in compliance with all applicable Requirements of Law, including, without limitation, the Internal Revenue Code and other Applicable Laws. Except with respect to Multiemployer Plans, each Qualified Plan (A) has received a favorable determination from the Internal Revenue Service applicable to such Qualified Plan’s current remedial amendment cycle (as defined in Revenue Procedure 2007-44 or “2007-44” for short), (B) has timely filed for a favorable determination letter from the Internal Revenue Service during its staggered remedial amendment cycle (as defined in 2007-44) and such application is currently being processed by the Internal Revenue Service, (C) had filed for a determination letter prior to its “GUST remedial amendment period” (as defined in 2007-44) and received such determination letter provisions of ERISA and the staggered remedial amendment cycle first following Code, in each case except where the GUST remedial amendment period for such Qualified Plan has not yet expired, or (D) is maintained under a prototype plan and may rely upon a favorable opinion letter issued by the Internal Revenue Service with respect failure so to such prototype plan. To the best knowledge of the Borrower, nothing has occurred which would cause the loss of its reliance on each Qualified Plan’s favorable determination letter or opinion letter. (ii) With respect to any Benefit Arrangement that is a retiree welfare benefit arrangement, all amounts have been accrued on the applicable ERISA Group’s financial statements in accordance with FASB ASC 715. (iii) Except as could not reasonably be expectedcomply, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect: . No ERISA Event (i) no ERISA Event has occurred or is expected within the five year period prior to occur; the Closing Date, (ii) there are no pendinghas occurred and is continuing, or (iii) to the knowledge of a Responsible Officer of the BorrowerCompany, threatened, claims, actions or lawsuits or other action by any Governmental Authority, plan participant or beneficiary with respect is reasonably expected to a Benefit Arrangement; (iii) there are no violations of the fiduciary responsibility rules occur with respect to any Benefit Arrangement; and (iv) no member Plan, except where the occurrence of ERISA Events, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. No Plan has any Unfunded Pension Liability as of the most recent annual valuation date applicable thereto, and neither the Company nor any of its ERISA Group Affiliates has engaged in a non-exempt “prohibited transaction,” as defined in transaction that could be subject to Section 406 4069 or 4212(c) of ERISA and Section 4975 ERISA, except where the incurrence of the Internal Revenue Code, any Unfunded Pension Liability or liability in connection with such transactions, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. (b) Neither the Company nor any of its ERISA Affiliates has any outstanding liability on account of a complete or partial withdrawal from any Multiemployer Plan, that and neither the Company nor any of its ERISA Affiliates would become subject to any member liability under ERISA if any such Person were to withdraw completely from all Multiemployer Plans as of the ERISA Group most recent valuation date, except where the incurrence of any such liabilities, individually or in the aggregate, would not reasonably be expected to have a tax on prohibited transactions imposed Material Adverse Effect. No Multiemployer Plan is “insolvent” within the meaning of such term under ERISA, except where the existence of such insolvency, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. (c) The Borrowers shall not use any of the “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 502(i3(42) of ERISA or Section 4975 otherwise) of one or more of their Benefit Plans in connection with the Internal Revenue CodeLoans, the Letters of Credit or Commitments.

ERISA. (ia) Except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, each Benefit Arrangement Each Pension Plan is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other Applicable Laws. Except with respect Each Pension Plan that is intended to Multiemployer Plans, each Qualified Plan (Aqualify under Section 401(a) of the Code has received a favorable determination from the Internal Revenue Service applicable to such Qualified Plan’s current remedial amendment cycle (as defined in Revenue Procedure 2007-44 or “2007-44” for short), (B) has timely filed for a favorable determination letter from the Internal Revenue Service during its staggered remedial amendment cycle (as defined in 2007-44) and IRS or an application for such application a letter is currently being processed by the Internal Revenue Service, (C) had filed for a determination letter prior to its “GUST remedial amendment period” (as defined in 2007-44) and received such determination letter and the staggered remedial amendment cycle first following the GUST remedial amendment period for such Qualified Plan has not yet expired, or (D) is maintained under a prototype plan and may rely upon a favorable opinion letter issued by the Internal Revenue Service IRS with respect thereto and, to such prototype plan. To the best knowledge of the BorrowerFacility Parties, nothing has occurred which would prevent, or cause the loss of its reliance on such qualification. The Borrower and each Qualified ERISA Affiliate have made all required contributions to each Pension Plan subject to Section 412 of the Code, and no application for a funding waiver or an extension of any amortization period pursuant to Section 412 of the Code has been made with respect to any Pension Plan’s favorable determination letter or opinion letter. (iib) With There are no pending or, to the best knowledge of the Facility Parties, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Benefit Arrangement Pension Plan that is a retiree welfare benefit arrangement, all amounts have been accrued on the applicable ERISA Group’s financial statements in accordance with FASB ASC 715. (iii) Except as could not be reasonably be expected, individually or in the aggregate, expected to have a Material Adverse Effect: (i) . There has been no ERISA Event has occurred prohibited transaction or is expected to occur; (ii) there are no pending, or to the knowledge of a Responsible Officer of the Borrower, threatened, claims, actions or lawsuits or other action by any Governmental Authority, plan participant or beneficiary with respect to a Benefit Arrangement; (iii) there are no violations violation of the fiduciary responsibility rules with respect to any Benefit ArrangementPension Plan that has resulted or could be reasonably expected to result in a Material Adverse Effect. (c) (i) No ERISA Event has occurred or is reasonably expected to occur; (ii) no Pension Plan has any Unfunded Pension Liability; (iii) neither the Borrower nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability under Title IV of ERISA with respect to any Pension Plan (other than premiums due and not delinquent under Section 4007 of ERISA); (iv) neither the Borrower nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Sections 4201 or 4243 of ERISA with respect to a Multiemployer Plan; and (ivv) no member of neither the Borrower nor any ERISA Group Affiliate has engaged in a non-exempt “prohibited transaction,” as defined in Section 406 of ERISA and Section 4975 of the Internal Revenue Code, in connection with any Plan, transaction that would could be subject any member of the ERISA Group to a tax on prohibited transactions imposed by Section 502(iSections 4069 or 4212(c) of ERISA or Section 4975 of the Internal Revenue CodeERISA.

ERISA. (ia) Except as No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could not reasonably be expected, individually or expected to result in the aggregate, to have a Material Adverse Effect. The “accumulated benefit obligations” of all Plans did not, each as of the date of the most recent financial statements reflecting such amounts, exceed the “fair value of plan assets” of such Plans by more than $2,500,000. No event has occurred since the issuance of such financial statements that would cause the “accumulated benefit obligations” of all Plans to exceed the “fair value of plan assets” of such Plans by the dollar amount specified in the previous sentence. The terms “accumulated benefit obligations” and “fair value of plan assets” shall be determined by and with such terms defined in accordance with GAAP Accounting Standards Codification Topic 715‑30. (b) Each Employee Benefit Arrangement Plan is in compliance except as could reasonably be expected to result in a Material Adverse Effect with the applicable provisions of ERISA, the Internal Revenue Code and other Applicable LawsRequirements of Law. Except with respect to Multiemployer Plans, each Qualified Plan (A) has received a favorable determination from the Internal Revenue Service applicable to such Qualified Plan’s current remedial amendment cycle (as defined in Revenue Procedure 2007-44 letter or “2007-44” for short), (B) has timely filed for a favorable determination opinion letter from the Internal Revenue Service during its staggered remedial amendment cycle (as defined in 2007-44) and such application is currently being processed by the Internal Revenue Service, (C) had filed for a determination letter prior to its “GUST remedial amendment period” (as defined in 2007-44) and received such determination letter and the staggered remedial amendment cycle first following the GUST remedial amendment period for such Qualified Plan has not yet expired, or (D) is maintained under a prototype plan and may rely upon a favorable opinion letter issued by the Internal Revenue Service with respect to such prototype planIRS. To the best knowledge of the BorrowerBorrowers’ knowledge, nothing no event has occurred which would cause the loss of its the Borrowers’ or any ERISA Affiliate’s reliance on each the Qualified Plan’s favorable determination letter or opinion letter. (iic) With respect to any Employee Benefit Arrangement Plan that is a retiree welfare benefit arrangement, all amounts have been accrued on the applicable ERISA Group’s Borrowers’ financial statements in accordance with FASB ASC 715GAAP Accounting Standards Codification Topic 715‑60. (iiid) Except as could would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: (i) no ERISA Event has occurred or is expected to occur; (ii) there are no pending, pending or to the knowledge of a Responsible Officer best of the BorrowerBorrowers’ knowledge, threatened, threatened claims, actions or lawsuits or other action by any Governmental Authority, plan participant or beneficiary Authority with respect to a an Employee Benefit ArrangementPlan; (iiiii) there are no violations of the fiduciary responsibility rules with respect to any Employee Benefit ArrangementPlan; and (iviii) no member none of the Borrowers or any ERISA Group Affiliate has engaged in a non-exempt non‑exempt “prohibited transaction,” as defined in Section 406 of ERISA and Section 4975 of the Internal Revenue Code, in connection with any Employee Benefit Plan, that would subject any member of the ERISA Group Borrowers to a tax on prohibited transactions imposed by Section 502(i) of ERISA or Section 4975 of the Internal Revenue Code.

ERISA. (a) Mezzanine Borrower does not maintain or contribute to and is not required to contribute to, an "employee benefit plan" as defined by Section 3(3) of ERISA, which is subject to Title IV of ERISA (other than a "multiemployer plan" as defined by Section 3(37) of ERISA), and Mezzanine Borrower (i) Except as could not has no knowledge of any material liability which has been incurred or is expected to be incurred by Mezzanine Borrower which is reasonably likely to result in a Material Adverse Effect and is or remains unsatisfied for any taxes or penalties or unfunded contributions with respect to any "employee benefit plan" or any "plan," within the meaning of Section 4975(e)(1) of the Internal Revenue Code or any other benefit plan (other than a "multiemployer plan") maintained, contributed to, or required to be expectedcontributed to by Mezzanine Borrower or by any entity that is under common control with Mezzanine Borrower within the meaning Section 4001(a)(14) of ERISA (each, individually an ERISA AFFILIATE) (each, a PLAN) or any plan that would be a Plan but for the fact that it is a multiemployer plan within the meaning of ERISA Section 3(37); and (ii) has made and shall continue to make when due all required contributions to all such Plans (other than Plans relating to ERISA Affiliates), if any, where the failure to so contribute is reasonably likely to result in the aggregate, to have a Material Adverse Effect. Each such Plan (other than Plans relating to ERISA Affiliates), each Benefit Arrangement is if any, has been and will be administered in material compliance with its terms and the applicable provisions of ERISA, the Internal Revenue Code Code, and any other Applicable Laws. Except with respect applicable federal or state law; and no action shall be taken or fail to Multiemployer Plans, each Qualified Plan (A) has received a favorable determination from be taken that would result in the Internal Revenue Service applicable to such Qualified Plan’s current remedial amendment cycle (as defined in Revenue Procedure 2007-44 disqualification or “2007-44” for short), (B) has timely filed for a favorable determination letter from the Internal Revenue Service during its staggered remedial amendment cycle (as defined in 2007-44) and such application is currently being processed by the Internal Revenue Service, (C) had filed for a determination letter prior to its “GUST remedial amendment period” (as defined in 2007-44) and received such determination letter and the staggered remedial amendment cycle first following the GUST remedial amendment period for such Qualified Plan has not yet expired, or (D) is maintained under a prototype plan and may rely upon a favorable opinion letter issued by the Internal Revenue Service with respect to such prototype plan. To the best knowledge of the Borrower, nothing has occurred which would cause the loss of its reliance on each Qualified Plan’s favorable determination letter or opinion letter.tax-exempt status of any such Plan intended to be qualified and/or tax exempt; and (iib) With respect to any Benefit Arrangement that is "multiemployer plan," (i) Mezzanine Borrower has not, since September 26, 1980, made or suffered a retiree welfare benefit arrangement"complete withdrawal" or a "partial withdrawal," as such terms are respectively defined in Sections 4203 and 4205 of ERISA, (ii) Mezzanine Borrower has made and shall continue to make when due all amounts have been accrued on the applicable ERISA Group’s financial statements in accordance with FASB ASC 715. required contributions to all such "multiemployer plans" and (iii) Except no ERISA Affiliate has, since September 26, 1980, made or suffered a "complete withdrawal" or a "partial withdrawal," as could not such terms are respectively defined in Sections 4203 and 4205 of ERISA which withdrawal is reasonably be expected, individually or in the aggregate, expected to have a Material Adverse Effect: . (ic) no ERISA Event has occurred or Mezzanine Borrower is expected to occur; (ii) there are no pendingnot an employee benefit plan, or to the knowledge of a Responsible Officer of the Borrower, threatened, claims, actions or lawsuits or other action by any Governmental Authority, plan participant or beneficiary with respect to a Benefit Arrangement; (iii) there are no violations of the fiduciary responsibility rules with respect to any Benefit Arrangement; and (iv) no member of the ERISA Group has engaged in a non-exempt “prohibited transaction,” as defined in Section 406 3(3) of ERISA and Section 4975 ERISA, whether or not subject to Title I of ERISA, none of the Internal Revenue Codeassets of Mezzanine Borrower, in connection Guarantor or Mortgage Borrower constitutes or will constitute plan assets of one or more such plans within the meaning of 29 C.F.R. Section 2510.3-101 and transactions by or with any Planof Mezzanine Borrower and Mortgage Borrower are not subject to similar laws regulating investment of, that would subject any member and fiduciary obligations with respect to, plans similar to the provisions of the ERISA Group to a tax on prohibited transactions imposed by Section 502(i) 406 of ERISA or Section 4975 of the Internal Revenue CodeCode currently in effect which prohibit or otherwise restrict the transactions contemplated by this Agreement.

ERISA. (a) Neither the Company nor any Company Subsidiary (which for purposes of this Section 3.12 shall include any ERISA Affiliate with respect to any Plan subject to Title IV of ERISA) contributes to any Plan or sponsor any Plan or Benefit Arrangement or has contributed to or sponsored any Plan or Benefit Arrangement, except as set forth in Section 3.12(a) of the Disclosure Schedule. As to all Plans and Benefit Arrangements listed in Section 3.12(a) of the Disclosure Schedule, and except as disclosed in such Section 3.12(a) of the Disclosure Schedule: (i) Except as could not reasonably be expected, individually or all such Plans and Benefit Arrangements comply and have been administered in the aggregate, to have a Material Adverse Effect, each Benefit Arrangement is all material respects in compliance form and in operation with the applicable provisions of ERISA, the Internal Revenue Code and other all Applicable Laws. Except , all required returns (including without limitation information returns) have been prepared in accordance with all Applicable Laws and have been timely filed with any Authority with respect to Multiemployer Plansany such Plan or Benefit Arrangement, each Qualified Plan (A) and neither the Company nor any Company Subsidiary has received any outstanding written notice from any Authority questioning or challenging such compliance; (ii) all such Plans maintained or previously maintained by the Company or any Company Subsidiary that are or were intended to comply with Section 401 of the Code comply and complied in form and in operation with all applicable requirements of such Section, a favorable determination letter has been received from the Internal Revenue Service applicable with respect to each such Qualified Plan’s current remedial amendment cycle (as defined in Revenue Procedure 2007-44 Plan or “2007-44” for short), (B) has timely filed for a favorable determination letter from the Internal Revenue Service during its staggered remedial amendment cycle (as defined in 2007-44) and such application sponsor of the Plan is currently being processed by the Internal Revenue Service, (C) had filed for a determination letter prior entitled to its “GUST remedial amendment period” (as defined in 2007-44) and received such determination letter and the staggered remedial amendment cycle first following the GUST remedial amendment period for such Qualified Plan has not yet expired, or (D) is maintained under a prototype plan and may rely upon on a favorable opinion letter issued to the prototype sponsor by the Internal Revenue Service with respect to each such prototype plan. To the best knowledge of the BorrowerPlan, nothing and no event has occurred which would cause will or could reasonably be expected to give rise to disqualification of any such Plan under such Section or to a tax under Section 511 of the loss of its reliance on each Qualified Plan’s favorable determination letter or opinion letter. (ii) With respect to any Benefit Arrangement that is a retiree welfare benefit arrangement, all amounts have been accrued on the applicable ERISA Group’s financial statements in accordance with FASB ASC 715.Code; (iii) Except as could not reasonably be expected, individually none of the assets of any such Plan are invested in employer securities or in the aggregate, to have a Material Adverse Effect: employer real property; (i) no ERISA Event has occurred or is expected to occur; (iiiv) there are no pending, or to the knowledge of a Responsible Officer of the Borrower, threatened, claims, actions or lawsuits or other action by any Governmental Authority, plan participant or beneficiary with respect to a Benefit Arrangement; (iii) there are no violations of the fiduciary responsibility rules with respect to any Benefit Arrangement; and (iv) no member of the ERISA Group has engaged in a non-exempt “"prohibited transaction,” transactions" (as defined described in Section 406 of ERISA and Section 4975 of the Internal Revenue Code, in connection with any Plan, that would subject any member of the ERISA Group to a tax on prohibited transactions imposed by Section 502(i) of ERISA or Section 4975 of the Internal Revenue Code) with respect to any such Plan and neither the Company nor any of its Subsidiaries has otherwise engaged in any prohibited transaction; (v) there have been no acts or omissions by the Company or any Company Subsidiary which have given rise to or could reasonably be expected to give rise to material fines, penalties, taxes or related charges under Sections 502(c), 502(i) or 4071 of ERISA or Chapter 43 of the Code for which the Company or any Company Subsidiary may be liable; (vi) there are no Claims (other than routine claims for benefits) pending or, to the Company's knowledge, threatened involving such Plans or the assets of such Plans, except as set forth on Section 3.12(a)(vi) of the Disclosure Schedule; (vii) no such Plan is subject to Title IV of ERISA, or if subject, there have been no "reportable events" (as described in Section 4043 of ERISA) as to which there is any material risk of termination of such Plan, and no steps have been taken to terminate any such Plan; (viii) to the extent that the most recent balance sheet forming part of the Financial Statements does not include a pro rata amount of the contributions which would otherwise have been made in accordance with past practices for the plan years which include the Closing Date, such amounts are set forth in Section 3.12(a)(viii) of the Disclosure Schedule; (ix) neither the Company nor any Company Subsidiary nor any of their respective directors, officers, employees or any other fiduciary has committed any breach of fiduciary responsibility imposed by ERISA that would subject the Company or any Company Subsidiary or any of their respective directors, officers or employees to liability under ERISA; (x) no such Plan which is subject to Part 3 of Subtitle B of Title I of ERISA or Section 412 of the Code had an accumulated funding deficiency (as defined in Section 302 of ERISA and Section 412 of the Code), whether or not waived, as of the last day of the most recently completed fiscal year of such Plan; (xi) no material liability to the PBGC has been or is expected by the Company or any Company Subsidiary to be incurred by the Company or any Company Subsidiary with respect to any such Plan, and there has been no event or condition which presents a material risk of termination of any such Plan by the PBGC; (xii) except as set forth in Section 3.12(a)(xii) of the Disclosure Schedule (which entry, if applicable, shall indicate the present value of accumulated plan liabilities calculated in a manner consistent with FAS 106 and actual annual expense for such benefits for each of the last two (2) years) and pursuant to the provisions of COBRA, which provisions have been complied with in all material respects, neither the Company nor any Company Subsidiary maintains any Plan that provides benefits described in Section 3(1) of ERISA to any former employees or retirees of the Company or any of its Subsidiaries; (xiii) the Company has made available to Acquiror a copy of the most recently filed Federal Form 5500 series and accountant's opinion, if applicable, for each Plan (and the most recent actuarial valuation reports for each Plan, if any, that is subject to Title IV of ERISA), and all information provided by the Company or any Company Subsidiary to any actuary in connection with the preparation of any such actuarial valuation report was true, correct and complete in all material respects; and (xiv) the Company has delivered to Acquiror correct and complete copies of all Plans and Benefit Arrangements and, where applicable, each of the following documents with respect to such plans: (i) any amendments; (ii) any related trust documents; (iii) the most recent summary plan descriptions and summaries of material modifications; and (iv) written communications to employees to the extent the substance of the Plans and Benefit Arrangements described therein differ materially from the other documentation furnished under this clause. (b) Neither the Company nor any Company Subsidiary is or ever has been a party to any Multiemployer Plan or made contributions to any such plan. (c) Each Plan providing medical, dental, and prescription benefits, life insurance, accidental death and dismemberment, and long term disability coverage is fully-insured and not self-insured.

ERISA. Except as disclosed in Schedule 5.11: (i) Except as could not reasonably be expected, individually or in the aggregate, expected to have a Material Adverse Effect, each Benefit Arrangement is in compliance with the applicable provisions of ERISA, the Internal Revenue Code and other Applicable Laws. Except there are no Unfunded Liabilities (A) with respect to Multiemployer Plans, each Qualified Plan (A) has received a favorable determination from any member of the Internal Revenue Service applicable to such Qualified Plan’s current remedial amendment cycle (as defined in Revenue Procedure 2007-44 or “2007-44” for short), Group Companies and (B) has timely filed for a favorable determination letter from the Internal Revenue Service during its staggered remedial amendment cycle (as defined in 2007-44) and such application is currently being processed by the Internal Revenue Service, (C) had filed for a determination letter prior to its “GUST remedial amendment period” (as defined in 2007-44) and received such determination letter and the staggered remedial amendment cycle first following the GUST remedial amendment period for such Qualified Plan has not yet expired, or (D) is maintained under a prototype plan and may rely upon a favorable opinion letter issued by the Internal Revenue Service with respect to such prototype plan. To any ERISA Affiliates; provided that for purposes of this Section 5.11(a)(i)(B) only, Unfunded Liabilities shall mean the best knowledge amount (if any) by which the projected benefit obligation exceeds the value of the Borrower, nothing has occurred which would cause the loss plan’s assets as of its reliance on each Qualified Plan’s favorable determination letter or opinion letterlast valuation date. (ii) With Each Plan complies in all respects with the applicable requirements of ERISA and the Code, and each Group Company complies in all respects with the applicable requirements of ERISA and the Code with respect to any Benefit Arrangement all Multiemployer Plans to which it contributes, except to the extent that is the failure to comply therewith would not reasonably be expected to have a retiree welfare benefit arrangement, all amounts have been accrued on the applicable ERISA Group’s financial statements in accordance with FASB ASC 715Material Adverse Effect. (iii) Except to the extent that such ERISA Event could not reasonably be expected to have a Material Adverse Effect, no ERISA Event has occurred or, subject to the passage of time, is reasonably expected to occur with respect to any Plan and, except to the extent that such ERISA Event would not reasonably be expected to have a Material Adverse Effect, no ERISA Event has occurred or, subject to the passage of time, is reasonably expected to occur with respect to any Plan maintained or formerly maintained by an ERISA Affiliate. (iv) No Group Company: (A) is or has been within the last six years a party to any Multiemployer Plan; or (B) has completely or partially withdrawn from any Multiemployer Plan, except to the extent that the participation in or withdrawal from such Multiemployer Plan could not reasonably be expected to have a Material Adverse Effect. (v) If any Group Company or any ERISA Affiliate incurred or were to incur a complete or partial withdrawal (as described in Section 4203 of ERISA) from any Multiemployer Plan as of the Effective Date, the aggregate withdrawal liability, as determined under Section 4201 of ERISA, with respect to all such Multiemployer Plans would not exceed an amount that could reasonably be expected to have a Material Adverse Effect. (vi) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereunder will not involve any transaction that is subject to the prohibitions of Section 406 of ERISA or in connection with which taxes could be imposed pursuant to Section 4975(c)(1)(A)-(D) of the Code, for which an exemption under ERISA does not apply. (vii) Except as could not reasonably be expected, individually or in the aggregate, expected to have a Material Adverse Effect: (i) , no ERISA Event has occurred or is expected to occur; (ii) there are no pendingGroup Company or, or to the knowledge of a Responsible Officer of the Borrowerany Group Company, threatened, claims, actions or lawsuits or other action by any Governmental Authority, plan participant or beneficiary with respect to a Benefit Arrangement; (iii) there are no violations of the fiduciary responsibility rules ERISA Affiliate has any contingent liability with respect to any Benefit Arrangement; and post-retirement benefit under a Welfare Plan, other than liability for continuation coverage described in Part 6 of Title I of ERISA. (ivviii) no member of the ERISA No Group Company has engaged in a non-exempt “prohibited transaction,” as defined in Section 406 of ERISA and Section 4975 of the Internal Revenue Code, any material liability in connection with any or arising from a Foreign Pension Plan, that would subject any member of the ERISA Group to a tax on prohibited transactions imposed by Section 502(i) of ERISA or Section 4975 of the Internal Revenue Code.

ERISA. (ia) Except as No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could not reasonably be expected, individually or expected to result in the aggregate, to have a Material Adverse Effect. The “accumulated benefit obligations” of all Plans did not, each as of the date of the most recent financial statements reflecting such amounts, exceed the “fair value of plan assets” of such Plans by more than $2,500,000. No event has occurred since the issuance of such financial statements that would cause the “accumulated benefit obligations” of all Plans to exceed the “fair value of plan assets” of such Plans by the dollar amount specified in the previous sentence. The terms “accumulated benefit obligations” and “fair value of plan assets” shall be determined by and with such terms defined in accordance with GAAP Accounting Standards Codification Topic 715-30. (b) Each Employee Benefit Arrangement Plan is in compliance except as could reasonably be expected to result in a Material Adverse Effect with the applicable provisions of ERISA, the Internal Revenue Code and other Applicable LawsRequirements of Law. Except with respect to Multiemployer Plans, each Qualified Plan (A) has received a favorable determination from the Internal Revenue Service applicable to such Qualified Plan’s current remedial amendment cycle (as defined in Revenue Procedure 2007-44 letter or “2007-44” for short), (B) has timely filed for a favorable determination opinion letter from the Internal Revenue Service during its staggered remedial amendment cycle (as defined in 2007-44) and such application is currently being processed by the Internal Revenue Service, (C) had filed for a determination letter prior to its “GUST remedial amendment period” (as defined in 2007-44) and received such determination letter and the staggered remedial amendment cycle first following the GUST remedial amendment period for such Qualified Plan has not yet expired, or (D) is maintained under a prototype plan and may rely upon a favorable opinion letter issued by the Internal Revenue Service with respect to such prototype planIRS. To the best knowledge of the BorrowerBorrowers’ knowledge, nothing no event has occurred which would cause the loss of its the Borrowers’ or any ERISA Affiliate’s reliance on each the Qualified Plan’s favorable determination letter or opinion letter. (iic) With respect to any Employee Benefit Arrangement Plan that is a retiree welfare benefit arrangement, all amounts have been accrued on the applicable ERISA Group’s Borrowers’ financial statements in accordance with FASB ASC GAAP Accounting Standards Codification Topic 715-60. (iiid) Except as could would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: (i) no ERISA Event has occurred or is expected to occur; (ii) there are no pending, pending or to the knowledge of a Responsible Officer best of the BorrowerBorrowers’ knowledge, threatened, threatened claims, actions or lawsuits or other action by any Governmental Authority, plan participant or beneficiary Authority with respect to a an Employee Benefit ArrangementPlan; (iiiii) there are no violations of the fiduciary responsibility rules with respect to any Employee Benefit ArrangementPlan; and (iviii) no member none of the Borrowers or any ERISA Group Affiliate has engaged in a non-exempt “prohibited transaction,” as defined in Section 406 of ERISA and Section 4975 of the Internal Revenue Code, in connection with any Employee Benefit Plan, that would subject any member of the ERISA Group Borrowers to a tax on prohibited transactions imposed by Section 502(i) of ERISA or Section 4975 of the Internal Revenue Code.

ERISA. (ia) Except as could not Each Borrower Entity and each ERISA Affiliate has operated each Employee Benefit Plan in compliance with its terms and with all applicable provisions and requirements of the Code, ERISA and all other Applicable Law and has performed all of its respective obligations under such plans. (b) Each Qualified Plan is a pre-approved Qualified Plan, has been determined by the Internal Revenue Service to be so qualified, or is in the process of being submitted to the Internal Revenue Service for approval or will be so submitted during the applicable remedial amendment period, and, nothing has occurred since the date of such determination that would adversely affect such determination (or, in the case of a Qualified Plan with no determination, nothing has occurred that would materially adversely affect such qualification). (c) There exists no Unfunded Pension Liabilities. (d) There are no Adverse Proceedings pending against or involving an Employee Benefit Plan (other than routine claims for benefits) or, to each Borrower Entity’s Knowledge, any Borrower Entity or any ERISA Affiliate, threatened, which would reasonably be expected to be asserted successfully against any Employee Benefit Plan and, if so asserted successfully, would reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect, each Benefit Arrangement is in compliance with the applicable provisions of ERISA, the Internal Revenue Code and other Applicable Laws. Except with respect to Multiemployer Plans, each Qualified Plan (A) has received a favorable determination from the Internal Revenue Service applicable to such Qualified Plan’s current remedial amendment cycle (as defined in Revenue Procedure 2007-44 or “2007-44” for short), (B) has timely filed for a favorable determination letter from the Internal Revenue Service during its staggered remedial amendment cycle (as defined in 2007-44) and such application is currently being processed by the Internal Revenue Service, (C) had filed for a determination letter prior to its “GUST remedial amendment period” (as defined in 2007-44) and received such determination letter and the staggered remedial amendment cycle first following the GUST remedial amendment period for such Qualified Plan has not yet expired, or (D) is maintained under a prototype plan and may rely upon a favorable opinion letter issued by the Internal Revenue Service with respect to such prototype plan. To the best knowledge of the Borrower, nothing has occurred which would cause the loss of its reliance on each Qualified Plan’s favorable determination letter or opinion letter. (iie) With respect to any Benefit Arrangement that is a retiree welfare benefit arrangement, all amounts have been accrued on the applicable ERISA Group’s financial statements in accordance with FASB ASC 715. (iii) Except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: (i) no No ERISA Event has occurred or is reasonably expected to occur; . (iif) there are Except to the extent required under Section 4980B of the Code or comparable state law, no pendingEmployee Benefit Plan provides, and none of the Borrower Entities (nor any of their respective Subsidiaries) has any contingent liability with respect to, any health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of any Borrower Entity or any of their Subsidiaries or ERISA Affiliate. (i) The assets of each Borrower Entity and each of their Subsidiaries do not and will not constitute (A) “plan assets” within the meaning of Section 3(42) of ERISA and the United States Department of Labor Regulations set forth in 29 C.F.R. 2510.3-101, or to (B) the knowledge assets of a Responsible Officer of the Borrower, threatened, claims, actions or lawsuits or other action by any Governmental Authority, governmental plan participant or beneficiary with respect to a Benefit Arrangement; (iii) there are no violations of the fiduciary responsibility rules with respect to any Benefit Arrangement; and (iv) no member of the ERISA Group has engaged in a non-exempt “prohibited transaction,” as defined in Section 406 3(32) of ERISA and ERISA), church plan (as defined in Section 4975 3(33) of the Internal Revenue CodeERISA), non-U.S. plan (as described in connection with any PlanSection 4(b)(4) of ERISA) or other plan, that would is subject to any member U.S. federal, state, local or non-U.S. law or regulation that contains one or more provisions that are similar to the fiduciary responsibility and prohibited transaction provisions of the ERISA Group to a tax on prohibited transactions imposed by Section 502(i) Title I of ERISA or Section 4975 of the Internal Revenue CodeCode (“Similar Law Plan”) and (ii) transactions by or with each Borrower Entity or each of their Subsidiaries are not and will not be subject to state statutes applicable to such Person regulating investments of fiduciaries with respect to any Similar Law Plan. (h) Neither any Borrower Entity nor any ERISA Affiliate has ceased operations at a facility so as to become subject to the provisions of Section 4068(a) of ERISA, withdrawn as a substantial employer so as to become subject to the provisions of Section 4063 of ERISA or ceased making contributions to any Employee Benefit Plan subject to Section 4064(a) of ERISA to which it made contributions. (i) Neither any Borrower Entity nor any ERISA Affiliate has incurred or reasonably expects to incur any liability to PBGC save for any liability for premiums due in the ordinary course or other liability which would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

ERISA. (a) With respect to each material Company Plan (as hereinafter defined), the Company has made (or as soon as practicable will make) available to Parent a true and correct copy of (i) the three most recent annual reports (Form 5500) filed with the IRS, (ii) such Company Plan, (iii) each trust agreement, insurance contract or administration agreement relating to such Company Plan, (iv) the most recent summary plan description of each Company Plan for which a summary plan description is required, (v) the most recent actuarial report or valuation relating to a Company Plan subject to Title IV of ERISA and (vi) the most recent determination letter, if any, issued by the IRS with respect to any Company Plan intended to be qualified under Section 401(a) of the Code. Except as could would not reasonably be expectedhave a Material Adverse Effect on the Company, (i) each Company Plan complies in all material respects with all applicable statutes and governmental rules and regulations, including but not limited to ERISA, the Code and COBRA, (ii) no "reportable event" (within the meaning of Section 4043 of ERISA) has occurred with respect to any Company Plan, (iii) neither the Company nor any of its ERISA Affiliates has withdrawn from any Company Multiemployer Plan (as hereinafter defined), or instituted, or is currently considering taking, any action to do so, and (iv) no action has been taken, or is currently being considered, to terminate any Company Plan subject to Title IV of ERISA, and (v) the Company and its ERISA Affiliates have complied in all material respects with the continued medical coverage requirements of COBRA, other than, in each case, such events or actions that, individually or in the aggregate, to would not have a Material Adverse EffectEffect on the Company. Except as would not have a Material Adverse Effect on the Company, each Benefit Arrangement no Company Plan, nor any trust created thereunder, has incurred any "accumulated funding deficiency" (as defined in Section 302 of ERISA), whether or not waived. Except as disclosed on Schedule 3.12(a) of the Company Disclosure Letter, with respect to any Company Plan which is in compliance with the applicable provisions subject to Title IV of ERISA, the Internal Revenue Code present value of accrued benefit obligations, as determined in accordance with FAS 87 in accordance with the actuarial assumptions used to prepare the most recent reports of such Company Plan, did not exceed the fair market value of the Plan assets as of the most recent valuation date for which an actuarial report has been prepared, and other Applicable Laws. Except with respect to Multiemployer Plans, each Qualified Plan (A) the Company has received a favorable determination from the Internal Revenue Service applicable no Knowledge of any Material Adverse Change to such Qualified Plan’s current remedial amendment cycle (as defined in Revenue Procedure 2007-44 or “2007-44” for short), (B) has timely filed for a favorable determination letter from the Internal Revenue Service during its staggered remedial amendment cycle (as defined in 2007-44) and such application is currently being processed by the Internal Revenue Service, (C) had filed for a determination letter prior to its “GUST remedial amendment period” (as defined in 2007-44) and received such determination letter and the staggered remedial amendment cycle first following the GUST remedial amendment period for such Qualified Plan has not yet expired, or (D) is maintained under a prototype plan and may rely upon a favorable opinion letter issued by the Internal Revenue Service with respect to such prototype plan. To the best knowledge of the Borrower, nothing has occurred which would cause the loss of its reliance on each Qualified Plan’s favorable determination letter or opinion letterstatus. (iib) With respect to the Company Plans, no event has occurred in connection with which the Company or any Benefit Arrangement that is a retiree welfare benefit arrangementERISA Affiliate would be subject to any liability under the terms of such Company Plans, all amounts have been accrued on ERISA, the Code or any other applicable ERISA Group’s financial statements in accordance with FASB ASC 715. (iii) Except as could not reasonably be expected, individually or in the aggregate, to law which would have a Material Adverse Effect: (iEffect on the Company. Except as disclosed in the Company SEC Documents or set forth in Schedule 3.12(b) of the Company Disclosure Letter, with respect to any current or former employee or contractor of the Company or its subsidiaries, consummation of the transactions contemplated by this Agreement shall not result in the payment or provision of additional compensation or benefits or accelerate the vesting, payment or funding of any compensation or benefits. Except as disclosed in the Company SEC Documents or set forth in Schedule 3.12(b) of the Company Disclosure Letter, no amounts payable or provided by the Company or its subsidiaries related to the transactions contemplated by this Agreement will constitute "excess parachute payments" within the meaning of Section 280G of the Code. Company Plans that are intended to be qualified under Section 401(a) of the Code have been determined by the IRS to be so qualified, or a timely application for such determination is now pending, and to the Knowledge of the Company, there is no reason why any Company Plan is not so qualified in operation. Neither the Company nor any of its ERISA Event Affiliates has occurred been notified by any Company Multiemployer Plan that such Company Multiemployer Plan is currently in reorganization or is expected insolvency under and within the meaning of Section 4241 or 4245 of ERISA or that such Company Multiemployer Plan intends to occur; (iiterminate or has been terminated under Section 4041A of ERISA. Except as disclosed in the Company SEC Documents filed prior to the date hereof or set forth in Schedule 3.12(b) there of the Company Disclosure Letter, neither the Company nor any of its ERISA Affiliates has any liability or obligation under any welfare plan to provide benefits after termination of employment to any employee or dependent other than as required by ERISA or as disclosed in the Company Annual Report. There are no pending, or to the knowledge of a Responsible Officer of the BorrowerCompany, threatened, claims, actions suits, audits or lawsuits investigations related to any Company Plan other than claims for benefits in the ordinary course and other than claims, suits, audits or investigations that would not, individually or in the aggregate, have a Material Adverse Effect on the Company. As used herein, (i) "Company Plan" means a "pension plan" (as defined in Section 3(2) of ERISA (other action than a Company Multiemployer Plan)) or a "welfare plan" (as defined in Section 3(l) of ERISA) established or maintained by the Company or any Governmental Authorityof its ERISA Affiliates or as to which the Company or any of its ERISA Affiliates has contributed or otherwise may have any liability and all other retirement, plan participant deferred compensation, severance, termination, change in control, stock option, restricted stock or beneficiary with respect phantom stock plans, policies or programs of the Company or its Subsidiaries, (ii) "Company Multiemployer Plan" means a "multiemployer plan" (as defined in Section 4001(a)(3) of ERISA) to a Benefit Arrangement; which the Company or any of its ERISA Affiliates is or has been obligated to contribute or otherwise may have any liability and (iii) there are no violations of the fiduciary responsibility rules with respect to any Benefit Arrangement; and person, "ERISA Affiliate" means any trade or business (ivwhether or not incorporated) no member which is under common control or would be considered a single employer with such person pursuant to Section 414(b), (c), (m) or (o) of the ERISA Group has engaged in a non-exempt “prohibited transaction,” as defined in Code and the regulations promulgated under those sections or pursuant to Section 406 4001(b) of ERISA and Section 4975 the regulations promulgated thereunder, including, without limitation, each of the Internal Revenue Code, in connection with any Plan, that would subject any member of the ERISA Group to a tax on prohibited transactions imposed by Section 502(i) of ERISA or Section 4975 of the Internal Revenue CodeCompany's Subsidiaries.

ERISA. Except to the extent of any of the following which may arise as a result of a default under the PBGC Agreement: (i) Except as could not reasonably be expectedNeither any Obligor nor any Related Company maintains or contributes to any Benefit Plan other than those listed on SCHEDULE 6.1(P). (ii) No Benefit Plan has been terminated or partially terminated, individually and no Multiemployer Plan is insolvent or in the aggregatereorganization, nor have any proceedings been instituted to terminate any Benefit Plan or to reorganize any Multiemployer Plan. (iii) Neither any Obligor nor any Related Company has withdrawn from any Benefit Plan or Multiemployer Plan, nor has a condition occurred which if continued would result in a withdrawal. (iv) Neither any Obligor nor any Related Company has incurred any withdrawal liability, including contingent withdrawal liability, to any Multiemployer Plan pursuant to Title IV of ERISA. (v) Neither any Obligor nor any Related Company has incurred any liability to the PBGC other than for required insurance premiums which have been paid when due. (vi) No Reportable Event has occurred with respect to a Material Adverse EffectPlan. (vii) No Benefit Plan has an "accumulated funding deficiency" (whether or not waived) as defined in Section 302 of ERISA or in Section 412 of the Internal Revenue Code. (viii) Each Plan is in substantial compliance with ERISA, each Benefit Arrangement and neither any Obligor nor any Related Company has received any communication from a governmental agency asserting that a Plan is not in compliance with ERISA. (ix) Each Plan which is intended to be a qualified Plan has been determined by the applicable provisions IRS to be qualified under Section 401(a) of ERISA, the Internal Revenue Code as currently in effect or will be submitted to the IRS for such determination prior to the end of the remedial amendment period under Section 401(b) of the Internal Revenue Code and the regulations promulgated thereunder and neither any Obligor nor any Related Company knows or has reason to know why each such Plan should not continue to be so qualified, and each trust related to such Plan that has been submitted to the IRS for determination of exempt status has been determined to be exempt from federal income tax under Section 501(a) of the Internal Revenue Code or will be submitted to the IRS for a determination of exempt status. (x) Except as provided on SCHEDULE 6.1(P), neither any Obligor nor any Related Company maintains or contributes to any employer welfare benefit plan within the meaning of Section 3(l) of ERISA which provides benefits to employees after termination of employment other Applicable Laws. Except than as required by Section 601 of ERISA. (xi) Schedule B to the most recent annual report filed with the IRS with respect to Multiemployer Planseach Benefit Plan and furnished to the Lender is complete and accurate. Since the date of each such Schedule B, each Qualified there has been no adverse change in funding status or financial condition of the Benefit Plan relating to such Schedule B. (Axii) Neither any Obligor nor any Related Company has received failed to make a favorable determination from required installment under Subsection (m) of Section 412 of the Internal Revenue Service applicable to such Qualified Plan’s current remedial amendment cycle (as defined in Revenue Procedure 2007-44 Code or “2007-44” for short), (B) has timely filed for a favorable determination letter from any other payment required under Section 412 of the Internal Revenue Service during its staggered remedial amendment cycle Code on or before the due date for such installment or other payment, except to the extent any such failure has been cured. (as defined in 2007-44xiii) and such application Neither any Obligor nor any Related Company is currently being processed by required to provide security to a Benefit Plan under Section 401(a)(29) of the Internal Revenue Service, (C) had filed Code due to a Benefit Plan amendment that results in an increase in current liability for a determination letter prior to its “GUST remedial amendment period” (as defined in 2007-44) and received such determination letter and the staggered remedial amendment cycle first following the GUST remedial amendment period for such Qualified Plan has not yet expired, or (D) is maintained under a prototype plan and may rely upon a favorable opinion letter issued by the Internal Revenue Service with respect to such prototype plan. To the best knowledge of the Borrower, nothing has occurred which would cause the loss of its reliance on each Qualified Plan’s favorable determination letter or opinion letteryear. (iixiv) With respect to Neither any Benefit Arrangement that is a retiree welfare benefit arrangementObligor, all amounts have been accrued on the applicable ERISA Group’s financial statements in accordance with FASB ASC 715. (iii) Except as could not reasonably be expectednor any Related Company, individually nor any other "party-in-interest" or in the aggregate, to have a Material Adverse Effect: (i) no ERISA Event has occurred or is expected to occur; (ii) there are no pending, or to the knowledge of a Responsible Officer of the Borrower, threatened, claims, actions or lawsuits or other action by any Governmental Authority, plan participant or beneficiary with respect to a Benefit Arrangement; (iii) there are no violations of the fiduciary responsibility rules with respect to any Benefit Arrangement; and (iv) no member of the ERISA Group "disqualified person" has engaged in a non-exempt “nonexempt "prohibited transaction,” " as such terms are defined in Section 406 of ERISA and Section 4975 of the Internal Revenue CodeCode and Section 406 of ERISA, in connection with any Plan, that Plan or has taken or failed to take any action which would subject any member of the ERISA Group to constitute or result in a tax on prohibited transactions imposed by Section 502(i) of ERISA or Section 4975 of the Internal Revenue CodeTermination Event.

ERISA. (i) Except as could not reasonably be expectedwould not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (A) each Benefit Arrangement “employee benefit plan” (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) for which the Partnership or any member of its “Controlled Group” (defined as any organization which is in compliance with a member of a controlled group of corporations within the applicable provisions meaning of ERISA, Section 414 of the Internal Revenue Code and other Applicable Laws. Except with respect to Multiemployer Plansof 1986, as amended (the “Code”)) would have any liability (each Qualified Plan (Aa “Plan”) has received a favorable determination from been maintained in material compliance with its terms and with the Internal Revenue Service applicable to such Qualified Plan’s current remedial amendment cycle (as defined in Revenue Procedure 2007-44 or “2007-44” for short), requirements of ERISA and the Code including the regulations and published governmental interpretations thereunder; (B) has timely filed for a favorable determination letter from the Internal Revenue Service during its staggered remedial amendment cycle (as defined in 2007-44) and such application is currently being processed by the Internal Revenue Service, (C) had filed for a determination letter prior to its no “GUST remedial amendment periodreportable event” (as defined in 2007-44Section 4043(c) and received such determination letter and the staggered remedial amendment cycle first following the GUST remedial amendment period for such Qualified Plan has not yet expired, or (Dof ERISA) is maintained under a prototype plan and may rely upon a favorable opinion letter issued by the Internal Revenue Service with respect to such prototype plan. To the best knowledge of the Borrower, nothing has occurred which would cause the loss of its reliance on each Qualified Plan’s favorable determination letter or opinion letter. (ii) With respect to any Benefit Arrangement that is a retiree welfare benefit arrangement, all amounts have been accrued on the applicable ERISA Group’s financial statements in accordance with FASB ASC 715. (iii) Except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: (i) no ERISA Event has occurred or is expected to occur; (ii) there are no pending, or to the knowledge of a Responsible Officer of the Borrower, threatened, claims, actions or lawsuits or other action by any Governmental Authority, plan participant or beneficiary with respect to a Benefit Arrangement; (iii) there are no violations of the fiduciary responsibility rules with respect to any Benefit ArrangementPlan subject to Title IV of ERISA for which any Partnership Entity would have any liability, excluding any reportable event for which a waiver could apply; and (ivC) no member of the ERISA Group has engaged in a non-exempt “prohibited transaction,” as defined in , within the meaning of Section 406 of ERISA and Section 4975 of the Internal Revenue Code, in connection with any Plan, that would subject any member of the ERISA Group to a tax on prohibited transactions imposed by Section 502(i) of ERISA or Section 4975 of the Code, has occurred with respect to any Plan, excluding transactions effected pursuant to a statutory or administrative exemption; (D) no Partnership Entity has incurred, nor does any such entity reasonably expect to incur, liability under (1) Title IV of ERISA with respect to termination of, or withdrawal from, any Plan subject to Title IV of ERISA or (2) Sections 412 or 4971 of the Code, with respect to any Plan subject to Title IV of ERISA; (E) each Plan for which any Partnership Entity would have any liability that is intended to be qualified under Section 401(a) of the Code is the subject of a favorable determination or opinion letter from the Internal Revenue CodeService to the effect that it is so qualified, to knowledge of the Partnership Parties, and nothing has occurred, whether by action or by failure to act, which could reasonably be expected to cause the loss of such qualification; and (F) no Partnership Entity has incurred any unpaid liability to the Pension Benefit Guaranty Corporation (other than for payment of premiums in the ordinary course of business).

ERISA. (i) Except as could not reasonably may be expecteddisclosed on Schedule 4.10: (a) None of the Borrower or its Subsidiaries or their respective ERISA Affiliates maintains or contributes to, individually or has during the past five (5) years maintained or contributed to, any Plan that is subject to Title IV of ERISA; (b) Each Plan maintained by the Borrower or any of its Subsidiaries or their respective ERISA Affiliates has at all times been maintained, by their terms and in operation, in compliance with all applicable laws, and none of such Persons are subject to tax or penalty with respect to any such Plan, including without limitation, any tax or penalty under Title I or Title IV of ERISA or under Chapter 43 of the Code, or any tax or penalty resulting from a loss of deduction under Sections 162, 401, or 419 of the Code, where the failure to comply with such laws, and such taxes and penalties, taken as a whole with all other liabilities referred to in this Section 4.10, is in the aggregate, aggregate reasonably likely to have a Material Adverse Effect; (c) Neither the Borrower nor any of its Subsidiaries is subject to liabilities (including Withdrawal Liabilities) with respect to any of its Plans or the Plans of any of its ERISA Affiliates, each Benefit Arrangement is in compliance with the applicable provisions including without limitation, any liabilities arising from Title I or Title IV of ERISA, the Internal Revenue Code other than obligations to fund benefits under an on-going Plan and other Applicable Laws. Except with respect to Multiemployer Planspay current contributions, each Qualified Plan (A) has received a favorable determination from the Internal Revenue Service applicable to such Qualified Plan’s current remedial amendment cycle (as defined in Revenue Procedure 2007-44 or “2007-44” for short), (B) has timely filed for a favorable determination letter from the Internal Revenue Service during its staggered remedial amendment cycle (as defined in 2007-44) expenses and such application is currently being processed by the Internal Revenue Service, (C) had filed for a determination letter prior to its “GUST remedial amendment period” (as defined in 2007-44) and received such determination letter and the staggered remedial amendment cycle first following the GUST remedial amendment period for such Qualified Plan has not yet expired, or (D) is maintained under a prototype plan and may rely upon a favorable opinion letter issued by the Internal Revenue Service premiums with respect to such prototype plan. To the best knowledge of the BorrowerPlans, nothing has occurred which would cause the loss of its reliance on each Qualified Plan’s favorable determination letter or opinion letter. (ii) With respect where such liabilities, taken as a whole with all other liabilities referred to any Benefit Arrangement that in this Section 4.10, is a retiree welfare benefit arrangement, all amounts have been accrued on the applicable ERISA Group’s financial statements in accordance with FASB ASC 715. (iii) Except as could not reasonably be expected, individually or in the aggregate, aggregate reasonably likely to have a Material Adverse Effect: ; (d) The Borrower and its Subsidiaries and, with respect to any Plan that is subject to Title IV of ERISA, each of their respective ERISA Affiliates, have made full and timely payment of all amounts (i) no required to be contributed under the terms of each Plan and applicable law, and (ii) required to be paid as expenses of each Plan, where the failure to pay such amounts (when taken as a whole, including any penalties attributable to such amounts) is reasonably likely to have a Material Adverse Effect. No Plan subject to Title IV of ERISA has an “amount of unfunded benefit liabilities” (as defined in Section 4001(a)(18) of ERISA), determined as if such Plan terminated on any date on which this representation and warranty is deemed made, in any amount which, taken as a whole with all other liabilities referred to in this Section 4.10, is reasonably likely to have a Material Adverse Effect if such amount were then due and payable. Neither the Borrower nor any of its Subsidiaries is subject to liabilities with respect to post-retirement medical benefits in any amounts which, taken as a whole with all other liabilities referred to in this Section 4.10, could have a Material Adverse Effect if such amounts were then due and payable; and (e) No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur; , is reasonably likely to result in a Material Adverse Effect. The present value of all accumulated benefit obligations under each Plan (iibased on the assumptions used for purposes of Statement of Financial Standards No. 87) there are no pendingdid not, or to the knowledge of a Responsible Officer as of the Borrower, threatened, claims, actions or lawsuits or other action by any Governmental Authority, plan participant or beneficiary with respect to a Benefit Arrangement; (iii) there are no violations date of the fiduciary responsibility rules with respect to any Benefit Arrangement; and (iv) no member most recent financial statements reflecting such amounts, exceed the fair market value of the ERISA Group has engaged in a non-exempt “prohibited transaction,” assets of such Plan, and the present value of all accumulated benefit obligations of all underfunded Plans (based on the assumptions used for purposes of Statement of Financial Standards No. 87) did not, as defined in Section 406 of ERISA and Section 4975 of the Internal Revenue Code, in connection with any Plan, that would subject any member date of the ERISA Group to a tax on prohibited transactions imposed by Section 502(i) of ERISA or Section 4975 most recent financial statements reflecting such amounts, exceed the fair market value of the Internal Revenue Codeassets of all such underfunded Plans.

ERISA. The representations and warranties made by the Company in this Section 7.14 are the only representations and warranties made by the Company in this Agreement with respect to ERISA and the other employee benefits related matters. (ia) Except as could not reasonably be expected, individually or in There are no Benefit Plans other than those disclosed on Section 7.14 of the aggregate, to have a Material Adverse Effect, each Disclosure Schedule. Each Benefit Arrangement Plan is in compliance in all material respects with its terms and the applicable provisions of ERISA, the Internal Revenue Code IRC and other Applicable Lawsapplicable Law. Except as required by Law, neither the Company nor any of its Subsidiaries nor any ERISA Affiliate has any commitment to create any additional Benefit Plans. Neither the Company nor any of its Subsidiaries nor any ERISA Affiliate maintains, contributes to, or has any liability with respect to, or has maintained, contributed to, or had any liability within the six (6) years prior to the Closing Date with respect to Multiemployer (i) any “multiemployer plan” as defined in section 3(37) of ERISA, (ii) any “employee benefit plan” as defined in section 3(3) of the ERISA which is subject to Title IV of ERISA, section 302 of ERISA or section 412 or 430 of the IRC, or (iii) maintained by more than one employer within the meaning of section 413 of the IRC. (b) There is no material violation of ERISA with respect to the filing of applicable reports, documents and notices regarding the Benefit Plans with the Secretary of the Treasury or the furnishing of such documents to the participants and beneficiaries of the Benefit Plans, and with respect to each Qualified Benefit Plan, all other reports required under ERISA or the IRC to be filed with any Governmental Authority have been duly filed and all such reports are true and correct in all material respects as of the dates given. (c) Each Benefit Plan that is intended to be “qualified” within the meaning of section 401(a) of the IRC is, and has been during the period from its adoption to date, so qualified, both as to form and operation and all necessary governmental approvals, including either (A) has received a favorable determination from as to the Internal Revenue Service applicable to qualification under the IRC of each such Qualified Benefit Plan’s current remedial amendment cycle (, as defined in Revenue Procedure 2007-44 amended, has been obtained or “2007-44” for short), (B) has timely filed application for a favorable determination will be filed prior to the applicable filing deadlines or (B) reliance upon a favorable prototype opinion letter from the Internal Revenue Service during its staggered remedial amendment cycle (as defined in 2007-44) and such application is currently being processed by the Internal Revenue Service, (C) had filed for a determination letter prior to its “GUST remedial amendment period” qualification. Each trust created under any such Benefit Plan intended to be qualified within the meaning of section 401(a) of the IRC is exempt from federal income taxation under section 501(a) of the IRC and has been so exempt during the period from creation to date. No Benefit Plan is funded through a trust that is intended to be exempt from federal income taxation pursuant to section 501(c)(9) of the IRC. (as defined d) The Company has no pending or, to the best of the Company’s Knowledge, threatened claims, lawsuits or actions (other than routine claims for benefits in 2007-44the ordinary course) and received such determination letter asserted or instituted against, and the staggered remedial amendment cycle first following Company has no Knowledge of any threatened litigation or claims against, the GUST remedial amendment period for such Qualified assets of any Benefit Plan has not yet expired, or (D) is maintained under its related trust or against any fiduciary of a prototype plan and may rely upon a favorable opinion letter issued by the Internal Revenue Service Benefit Plan with respect to the operation of such prototype planBenefit Plan. To Neither the best knowledge of the Borrower, nothing has occurred which would cause the loss Company nor any of its reliance on each Qualified Plan’s favorable determination letter Subsidiaries has received notice of any pending investigations, inquiries or opinion letter. (ii) With respect to any Benefit Arrangement that is a retiree welfare benefit arrangement, all amounts have been accrued on the applicable ERISA Group’s financial statements in accordance with FASB ASC 715. (iii) Except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: (i) no ERISA Event has occurred or is expected to occur; (ii) there are no pending, or to the knowledge of a Responsible Officer of the Borrower, threatened, claims, actions or lawsuits or other action by any Governmental Authority, plan participant or beneficiary with respect to a Benefit Arrangement; (iii) there are no violations of the fiduciary responsibility rules audits with respect to any Benefit ArrangementPlan by any regulatory agency. Neither the Company nor any of its Subsidiaries and, to the Knowledge of the Company no other person has engaged in any prohibited transactions, within the meaning of section 406 of ERISA or section 4975 of the IRC, in connection with any Benefit Plan. To the Company’s Knowledge, no fiduciary has any liability for breach of fiduciary duty or any other failure to act or comply with the requirements of ERISA, the IRC or any other applicable Laws in connection with the administration or investment of the assets of any Benefit Plan. (e) Except as set disclosed in Section 7.14 of the Disclosure Schedule, neither the Company nor any of its Subsidiaries maintains or has established any Benefit Plan which is a welfare benefit plan within the meaning of section 3(1) of ERISA which provides for retiree medical liabilities or continuing benefits or coverage for any participant or any beneficiary of any participant after such participant’s termination of employment except as may be required by the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) and the regulations thereunder, and at the expense of the participant or the beneficiary of the participant. Each of the Company and any of its Subsidiaries that maintains a Benefit Plan that is a welfare benefit plan within the meaning of section 3(1) of ERISA has complied with any applicable notice and continuation requirements of COBRA and the regulations thereunder. Neither the Company nor any of its Subsidiaries maintains, has established, or has ever participated in, a multiple employer welfare benefit arrangement within the meaning of section 3(40)(A) of ERISA. (f) No individual who has performed services for the Company or a Subsidiary has been improperly included or excluded from participation in any Benefit Plan. The Company has delivered or made available to Investor with respect to each Benefit Plan, to the extent applicable: (i) all documents constituting the Benefit Plan and all amendments thereto; (ii) any related trust agreement or other funding instrument and all other material contracts currently in effect with respect to such Benefit Plan (including all administrative agreements, group insurance contracts and group annuity contracts); (iii) the most recent IRS determination or opinion letter; (iv) the most recent summary plan description, summary of material modifications and any other material written communication (or a written description of any oral communications) provided to participants and beneficiaries concerning the extent of the benefits provided under a Benefit Plan; (v) the three most recent (A) Forms 5500 and attached schedules, (B) audited financial statements and (C) actuarial valuation reports; and (vi) for the last three years, all correspondence with the IRS, the Department of Labor and any other governmental entity regarding the operation or the administration of any Benefit Plan. (g) To the Company’s Knowledge, the Company and its Subsidiaries have maintained all data necessary to administer each Benefit Plan, including all data required to be maintained under sections 107 and 209 of ERISA, and such data is true and correct and maintained in usable form. Neither the Company nor any Subsidiary or ERISA Affiliates or organizations to which the Company or an ERISA Affiliate is a successor or parent corporation, within the meaning of Section 4069(b) of ERISA, has engaged in any transaction described in Sections 4069 or 4212(c) of ERISA. (h) Except as disclosed in Section7.12 of the Disclosure Schedule, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (either alone or in combination with another event) (i) result in any payment becoming due, or increase the amount of any compensation due, to any current or former officer, director, employee, leased employee, consultant or agent (or their respective beneficiaries) of the Company or a Subsidiary; (ii) increase any benefits otherwise payable under any Benefit Plan; (iii) result in the acceleration of the time of payment or vesting of any compensation or benefits; (iv) no member of the ERISA Group has engaged result in a non-exempt “prohibited transaction,” as defined in within the meaning of Section 406 of ERISA and Section 4975 of the Internal Revenue Code, in connection with any Plan, that would subject any member of the ERISA Group to a tax on prohibited transactions imposed by Section 502(i) of ERISA or Section 4975 of the Internal Revenue CodeIRC or (v) result in the payment of any amount that could, individually or in combination with any other such payment, constitute an “excess parachute payment,” as defined in Section 280G of the IRC. No current or former officer, director, employee, leased employee, consultant or agent (or their respective beneficiaries) of the Company or a Subsidiary will receive a gross-up payment from the Company or a Subsidiary with respect to any Tax that may be imposed upon such individual pursuant to Section 409A of the IRC, Section 4999 of the IRC or otherwise. All Benefit Plans that are subject to Section 409A of the IRC are in compliance with the requirements of such IRC section and regulations and other guidance thereunder. No Common Stock or other security of the Company or a Subsidiary and no real property is held in trust or otherwise set aside for funding benefit obligations under any Benefit Plan.

ERISA. (i) Except as could not reasonably be expecteddescribed in the Registration Statement, the Disclosure Package and the Prospectus or except as would not, individually or in the aggregate, reasonably be likely to have a Material Adverse Effect, each Benefit Arrangement is (i) the Partnership Entities will be in compliance in all material respects with the all presently applicable provisions of the Employee Retirement Income Security Act of 1974, as amended, including the regulations and published governmental interpretations thereunder (“ERISA”); (ii) no “reportable event” (as defined in Section 4043(c) ERISA) will have occurred with respect to any “pension plan” (as defined in Section 3(2) of ERISA) for which any Partnership Entities would have any liability, excluding any reportable event for which a waiver could apply; (iii) no Partnership Entity will have incurred, nor will any such entity expect to incur, liability under (a) Title IV of ERISA with respect to termination of, or withdrawal from, any “pension plan” or (b) Sections 412 or 4971 of the Internal Revenue Code of 1986, as amended, including the regulations and other Applicable Laws. Except published governmental interpretations thereunder (the “Code”) with respect to Multiemployer Plans, any “pension plan”; (iv) each Qualified Plan (A“pension plan” for which any Partnership Entity would have any liability that is intended to be qualified under Section 401(a) has received of the Code will be the subject of a favorable determination from the Internal Revenue Service applicable to such Qualified Plan’s current remedial amendment cycle (as defined in Revenue Procedure 2007-44 or “2007-44” for short), (B) has timely filed for a favorable determination opinion letter from the Internal Revenue Service during its staggered remedial amendment cycle (as defined in 2007-44) and such application to the effect that it is currently being processed by so qualified and, to the Internal Revenue Service, (C) had filed for a determination letter prior to its “GUST remedial amendment period” (as defined in 2007-44) and received such determination letter and the staggered remedial amendment cycle first following the GUST remedial amendment period for such Qualified Plan has not yet expired, or (D) is maintained under a prototype plan and may rely upon a favorable opinion letter issued by the Internal Revenue Service with respect to such prototype plan. To the best knowledge of the BorrowerPartnership Entities, nothing has occurred will have occurred, whether by action or by failure to act, which would could reasonably be expected to cause the loss of its reliance on each Qualified Plan’s favorable determination letter or opinion letter. (ii) With respect to any Benefit Arrangement that is a retiree welfare benefit arrangement, all amounts have been accrued on the applicable ERISA Group’s financial statements in accordance with FASB ASC 715. (iii) Except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: (i) no ERISA Event has occurred or is expected to occur; (ii) there are no pending, or to the knowledge of a Responsible Officer of the Borrower, threatened, claims, actions or lawsuits or other action by any Governmental Authority, plan participant or beneficiary with respect to a Benefit Arrangement; (iii) there are no violations of the fiduciary responsibility rules with respect to any Benefit Arrangementsuch qualification; and (ivv) no member Partnership Entities have incurred any unpaid liability to the Pension Benefit Guaranty Corporation (other than for payment of premiums in the ERISA Group has engaged in a non-exempt “prohibited transaction,” as defined in Section 406 ordinary course of ERISA and Section 4975 of the Internal Revenue Code, in connection with business) for which any Plan, that Partnership Entity would subject any member of the ERISA Group reasonably be expected to a tax on prohibited transactions imposed by Section 502(i) of ERISA or Section 4975 of the Internal Revenue Codebe liable.

ERISA. (i) Except as could not reasonably be expected, individually or in To the aggregate, to have a Material Adverse Effectknowledge of Borrower, each Benefit Arrangement Plan is in compliance in all material respects with the its terms and all applicable provisions of ERISA, the Internal Revenue Code and other Applicable Laws. Except with respect to Multiemployer Plans, each Qualified Plan (A) has received a favorable determination from the Internal Revenue Service applicable to such Qualified Plan’s current remedial amendment cycle (as defined in Revenue Procedure 2007-44 or “2007-44” for short), (B) has timely filed for a favorable determination letter from the Internal Revenue Service during its staggered remedial amendment cycle (as defined in 2007-44) and such application is currently being processed by the Internal Revenue Service, (C) had filed for a determination letter prior to its “GUST remedial amendment period” (as defined in 2007-44) and received such determination letter and the staggered remedial amendment cycle first following the GUST remedial amendment period for such Qualified Plan has not yet expired, or (D) is maintained under a prototype plan and may rely upon a favorable opinion letter issued by the Internal Revenue Service with respect to such prototype plan. To the best knowledge of the Borrower, nothing No Prohibited Transaction has occurred which would cause the loss of its reliance on each Qualified Plan’s favorable determination letter or opinion letter. (ii) With respect to any Benefit Arrangement that is a retiree welfare benefit arrangement, all amounts have been accrued on the applicable ERISA Group’s financial statements in accordance with FASB ASC 715. (iii) Except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: (i) no ERISA Event has occurred or is expected to occur; (ii) there are no pending, or to the knowledge of a Responsible Officer of the Borrower, threatened, claims, actions or lawsuits or other action by any Governmental Authority, plan participant or beneficiary with respect to a Benefit Arrangement; (iii) there are no violations of the fiduciary responsibility rules with respect to any Benefit Arrangement; and (iv) no member Plan that could subject Borrower, any of the its Subsidiaries, General Partner or any ERISA Group has engaged in Affiliate to a non-exempt “prohibited transaction,” as defined in Section 406 of ERISA and tax or penalty imposed under Section 4975 of the Internal Revenue Code, in connection with any Plan, that would subject any member of the ERISA Group to a tax on prohibited transactions imposed by Code or Section 502(i) of ERISA in an amount that is in excess of $250,000; except as would not likely result in a Material Adverse Change, no Reportable Event has occurred with respect to any Plan within the last six (6) years; except as would not likely result in a Material Adverse Change, no notice of intent to terminate a Plan has been filed nor has any Plan been terminated within the past five (5) years; except as would not likely result in a Material Adverse Change, no Multiemployer Plan has been determined to be in “endangered status” or “critical status”; except as would not likely result in a Material Adverse Change, none of Borrower, its Subsidiaries, General Partner or ERISA Affiliate has partially or completely withdrawn from a Multiemployer Plan or incurred any liablity with respect to a Multiemployer Plan under Section 4975 4201 of ERISA (or received notice under Section 4219 of ERISA of withdrawal liability with respect to Multiemployer Plan); except as would not likely result in a Material Adverse Change, there has been no filing of a notice of reorganization, insolvency or termination, or treatment of a plan amendment as termination, under 4041A of ERISA; to the knowledge of Borrower, there are no circumstances which constitute grounds under Section 4042 of ERISA entitling the PBGC to institute proceedings to terminate, or appoint a trustee to administer, a Plan, nor has the PBGC instituted any such proceedings; except as would not likely result in a Material Adverse Change, Borrower, its Subsidiaries, General Partner and the ERISA Affiliates have met the minimum funding requirements of Section 412 of the Internal Revenue Code and Section 302 of ERISA of each with respect to the Plans of each and except as disclosed in the most recent General Partner’s Consolidated Financial Statements there was no Unfunded Current Liability with respect to any Plan established or maintained by each as of the last day of the most recent plan year of each Plan; and except as would not likely result in a Material Adverse Change, Borrower, its Subsidiaries, General Partner and the ERISA Affiliates have not incurred any liability to the PBGC under ERISA (other than for the payment of premiums under Section 4007 of ERISA) which is due and payable for more than 45 days and has not been reserved against. None of the assets of Borrower its Subsidiaries or General Partner under this Agreement constitute “plan assets” of any “employee benefit plan” within the meaning of ERISA or of any “plan” within the meaning of Section 4975(e)(1) of the Code, as interpreted by the IRS and the U.S. Department of Labor in rules, regulations, releases or bulletins or as interpreted under applicable case law.

ERISA. (i) Except There are no Unfunded Liabilities in excess of the Threshold Amount (A) with respect to any member of the Group Companies and (B) except as could would not reasonably be expected, individually or in the aggregate, expected to have a Material Adverse Effect, each Benefit Arrangement is in compliance with the applicable provisions of ERISA, the Internal Revenue Code and other Applicable Laws. Except with respect to Multiemployer Plansany ERISA Affiliate; PROVIDED that for purposes of this SECTION 5.12(a)(i)(B) only, each Qualified Plan Unfunded Liabilities shall mean the amount (Aif any) has received a favorable determination from by which the Internal Revenue Service applicable to such Qualified Plan’s current remedial amendment cycle (projected benefit obligation exceeds the value of the plan's assets as defined in Revenue Procedure 2007-44 or “2007-44” for short), (B) has timely filed for a favorable determination letter from of its last valuation date using the Internal Revenue Service during its staggered remedial amendment cycle (as defined in 2007-44) actuarial assumptions and such application is currently methods being processed used by the Internal Revenue Service, (C) had filed plans' actuaries for a determination letter prior to its “GUST remedial amendment period” (as defined in 2007-44) and received making such determination letter and the staggered remedial amendment cycle first following the GUST remedial amendment period for such Qualified Plan has not yet expired, or (D) is maintained under a prototype plan and may rely upon a favorable opinion letter issued by the Internal Revenue Service with respect to such prototype plan. To the best knowledge of the Borrower, nothing has occurred which would cause the loss of its reliance on each Qualified Plan’s favorable determination letter or opinion letter.determination (ii) With Each Plan, other than a Multiemployer Plan, complies in all respects with the applicable requirements of ERISA and the Code, and each Group Company complies in all respects with the applicable requirements of ERISA and the Code with respect to any Benefit Arrangement all Multiemployer Plans to which it contributes, except to the extent that is the failure to comply therewith would not reasonably be expected to have a retiree welfare benefit arrangement, all amounts have been accrued on the applicable ERISA Group’s financial statements in accordance with FASB ASC 715Material Adverse Effect. (iii) Except as could would not reasonably be expectedexpected to have a Material Adverse Effect with respect to clauses (iv) and (viii) of the definition of ERISA Event, individually or in no ERISA Event has occurred or, subject to the aggregatepassage of time, is reasonably expected to occur with respect to any Plan maintained by any member of the Group Companies and, except to the extent that such ERISA Event would not reasonably be expected to have a Material Adverse Effect: (i) , no ERISA Event has occurred or or, subject to the passage of time, is reasonably expected to occur; (ii) there are no pending, or to the knowledge of a Responsible Officer of the Borrower, threatened, claims, actions or lawsuits or other action by any Governmental Authority, plan participant or beneficiary with respect to a Benefit Arrangement; (iii) there are no violations of the fiduciary responsibility rules occur with respect to any Benefit Arrangement; and Plan maintained by an ERISA Affiliate. (iv) no member No Group Company: (A) is or has been within the last six years a party to any Multiemployer Plan; or (B) has completely or partially withdrawn from any Multiemployer Plan. (v) If any Group Company or any ERISA Affiliate were to incur a complete withdrawal (as described in Section 4203 of ERISA) from any Multiemployer Plan as of the ERISA Group has engaged in a non-exempt “prohibited transaction,” Closing Date, the aggregate withdrawal liability, as defined in determined under Section 4201 of ERISA, with respect to all such Multiemployer Plans would not exceed the Threshold Amount. (vi) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereunder will not involve any transaction that is subject to the prohibitions of Section 406 of ERISA and Section 4975 of the Internal Revenue Code, or in connection with any Plan, that would subject any member which taxes could be imposed pursuant to Section 4975(c)(1)(A)-(D) of the Code, for which an exemption under ERISA does not apply, except as would not reasonably be expected to result in a material liability. (vii) No Group Company has any contingent liability with respect to any post-retirement benefit under a tax on prohibited transactions imposed by Section 502(i) of ERISA or Section 4975 of the Internal Revenue CodeWelfare Plan that could reasonably be expected to have a Material Adverse Effect.

ERISA. (i) Prior to the consummation of the Offer, the Company will deliver to Parent a complete and accurate list of each Company Plan and each Company Multiemployer Plan. Except as could to matters which would not reasonably be expected, individually or in the aggregate, to have a Material Adverse EffectEffect on the Company, each Benefit Arrangement is in compliance Company Plan complies with the applicable provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and the Internal Revenue Code and all other Applicable Laws. Except applicable statutes and governmental rules and regulations, and (i) no "reportable event" (within the meaning of Section 4043 of ERISA) has occurred with respect to any Company Plan, (ii) neither the Company nor any of its ERISA Affiliates has withdrawn, completely or partially, from any Company Multiemployer Plans, each Qualified Plan (Aas hereinafter defined in this Section 4.16) or instituted, or is currently considering taking, any action to do so, and (iii) no action has received a favorable determination from been taken, or is currently being considered other than as contemplated by this Agreement, to terminate any Company Plan subject to Title IV of ERISA. Except as provided in the Internal Revenue Service applicable to such Qualified Company Filed SEC Documents, no Company Plan’s current remedial amendment cycle , nor any trust created thereunder, has incurred any "accumulated funding deficiency" (as defined in Revenue Procedure 2007-44 or “2007-44” for shortSection 302 of ERISA), (B) has timely filed for a favorable determination letter from the Internal Revenue Service during its staggered remedial amendment cycle (as defined in 2007-44) and such application is currently being processed by the Internal Revenue Servicewhether or not waived, (C) had filed for a determination letter prior to its “GUST remedial amendment period” (as defined in 2007-44) and received such determination letter and the staggered remedial amendment cycle first following the GUST remedial amendment period for such Qualified Plan has not yet expired, or (D) is maintained under a prototype plan and may rely upon a favorable opinion letter issued by the Internal Revenue Service with respect to such prototype plan. To the best knowledge of the Borrower, nothing has occurred which would cause the loss of its reliance on each Qualified Plan’s favorable determination letter or opinion letter. (ii) With respect to any Benefit Arrangement that is a retiree welfare benefit arrangement, all amounts have been accrued on the applicable ERISA Group’s financial statements in accordance with FASB ASC 715. (iii) Except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: (i) no ERISA Event has occurred or is expected to occur; (ii) there Effect on the Company. There are no pendingactions, suits or claims pending or, to the knowledge of a Responsible Officer of the BorrowerCompany, threatened, claims, actions or lawsuits or threatened (other action by any Governmental Authority, plan participant or beneficiary with respect to a Benefit Arrangement; (iiithan routine claims for benefits) there are no violations of the fiduciary responsibility rules with respect to any Benefit Arrangement; and (iv) no member Company Plan which would have a Material Adverse Effect on the Company. Neither the Company nor any of its ERISA Affiliates has incurred or reasonably expects to incur any liability under or pursuant to Title IV of ERISA which would have a Material Adverse Effect on the ERISA Group has engaged in a non-exempt “Company. No prohibited transaction,” as defined transactions described in Section 406 of ERISA and Section 4975 of the Internal Revenue Code, in connection with any Plan, that would subject any member of the ERISA Group to a tax on prohibited transactions imposed by Section 502(i) of ERISA or Section 4975 of the Code have occurred which would have a Material Adverse Effect on the Company. All Company Plans that are intended to be qualified under Section 401(a) of the Code have been determined by the Internal Revenue Code.Service to be so qualified, and the Company is not aware of any reason why any Company Plan is not so qualified in operation. Neither the Company nor any of its ERISA Affiliates has been notified by any Company Multiemployer Plan that such Company Multiemployer Plan is currently in reorganization or insolvency under and within the meaning of Section 4241 or 4245 of ERISA or that such Company Multiemployer Plan intends to terminate or has been terminated under Section 4041A of ERISA. As used herein, (i) "Company Plan" means a "pension plan" (as defined in Section 3(2) of ERISA (other than a Company Multiemployer Plan)) or a "welfare plan" (as defined in Section 3(1) of ERISA) established or maintained by the Company or any of its ERISA Affiliates or as to which the Company or any of its ERISA Affiliates has contributed or otherwise may have any liability; (ii) "Company Multiemployer

ERISA. (ia) Except with respect to Multiemployer Plans, each Qualified Plan has received a determination or opinion letter from the IRS pursuant to which the IRS has determined or opined that such Qualified Plan is qualified under Section 401 of the IRC and that the trust created under such Qualified Plan is exempt from tax under the provisions of Section 501 of the IRC. To the knowledge of each Credit Party, nothing has occurred that would cause the loss of such qualification or tax-exempt status. Except as could would not reasonably be expected, individually or in the aggregate, to have result in a Material Adverse Effect, : (i) each Benefit Arrangement Plan is in compliance with the applicable provisions of ERISA and the IRC, including the timely filing of all reports required under the IRC or ERISA, including the Internal Revenue Code and other Applicable Laws. Except with respect to Multiemployer Plans, each Qualified Plan (A) has received a favorable determination from the Internal Revenue Service applicable to such Qualified Plan’s current remedial amendment cycle (as defined in Revenue Procedure 2007statement required by 29 CFR Section 2520.104-44 or “2007-44” for short), (B) has timely filed for a favorable determination letter from the Internal Revenue Service during its staggered remedial amendment cycle (as defined in 2007-44) and such application is currently being processed by the Internal Revenue Service, (C) had filed for a determination letter prior to its “GUST remedial amendment period” (as defined in 2007-44) and received such determination letter and the staggered remedial amendment cycle first following the GUST remedial amendment period for such Qualified Plan has not yet expired, or (D) is maintained under a prototype plan and may rely upon a favorable opinion letter issued by the Internal Revenue Service with respect to such prototype plan. To the best knowledge of the Borrower, nothing has occurred which would cause the loss of its reliance on each Qualified Plan’s favorable determination letter or opinion letter. (ii) With respect to any Benefit Arrangement that is a retiree welfare benefit arrangement, all amounts have been accrued on the applicable ERISA Group’s financial statements in accordance with FASB ASC 715. (iii) Except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: (i) no ERISA Event has occurred or is expected to occur23; (ii) there are no pending, neither any Credit Party nor ERISA Affiliate has failed to make any contribution or pay any amount due as required by either Section 412 of the IRC or Section 302 of ERISA or the terms of any such Plan and (iii) to the knowledge of a Responsible Officer of the Borrowereach Credit Party, threatened, claims, actions or lawsuits or other action by neither any Governmental Authority, plan participant or beneficiary with respect to a Benefit Arrangement; (iii) there are no violations of the fiduciary responsibility rules with respect to any Benefit Arrangement; and (iv) no member of the Credit Party nor ERISA Group Affiliate has engaged in a non-exempt “prohibited transaction,” as defined in Section 406 of ERISA and Section 4975 of the Internal Revenue CodeIRC, in connection with any Plan, that would subject any member of the ERISA Group Credit Party to a tax on prohibited transactions imposed by Section 502(i502(1) of ERISA or Section 4975 of the Internal Revenue CodeIRC. (b) Except as could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, (i) no Title IV Plan has any Unfunded Pension Liability; (ii) no ERISA Event or event described in Section 4062(e) of ERISA with respect to any Title IV Plan has occurred or could reasonably be expected to occur; (iii) there are no pending, or to the knowledge of Borrowers, threatened claims (other than claims for benefits in the normal course), sanctions, actions or lawsuits, asserted or instituted against any Plan or any Person as fiduciary or sponsor of any Plan; and (iv) within the last five years no Title IV Plan of any Credit Party or ERISA Affiliate has been terminated, whether or not in a “standard termination” as that term is used in Section 404(b)(1) of ERISA, nor has any Title IV Plan of any Credit Party or ERISA Affiliate (determined at any time within the past five years) with Unfunded Pension Liabilities been transferred outside of the “controlled group” (within the meaning of Section 4001(a)(14) of ERISA) of any Credit Party or ERISA Affiliate.

ERISA. (a) Mezzanine Borrower does not maintain or contribute to and is not required to contribute to, an “employee benefit plan” as defined by Section 3(3) of ERISA, which is subject to Title IV of ERISA (other than a “multiemployer plan” as defined by Section 3(37) of ERISA), and Mezzanine Borrower (i) Except as could not has no knowledge of any material liability which has been incurred or is expected to be incurred by Mezzanine Borrower which is reasonably likely to result in a Material Adverse Effect and is or remains unsatisfied for any taxes or penalties or unfunded contributions with respect to any “employee benefit plan” or any “plan,” within the meaning of Section 4975(e)(1) of the Internal Revenue Code or any other benefit plan (other than a “multiemployer plan”) maintained, contributed to, or required to be expectedcontributed to by Mezzanine Borrower or by any entity that is under common control with Mezzanine Borrower within the meaning Section 4001(a)(14) of ERISA (each, individually an “ERISA Affiliate”) (each, a “Plan”) or any plan that would be a Plan but for the fact that it is a multiemployer plan within the meaning of ERISA Section 3(37); and (ii) has made and shall continue to make when due all required contributions to all such Plans (other than Plans relating to ERISA Affiliates), if any, where the failure to so contribute is reasonably likely to result in the aggregate, to have a Material Adverse Effect. Each such Plan (other than Plans relating to ERISA Affiliates), each Benefit Arrangement is if any, has been and will be administered in material compliance with its terms and the applicable provisions of ERISA, the Internal Revenue Code Code, and any other Applicable Laws. Except with respect applicable federal or state law; and no action shall be taken or fail to Multiemployer Plans, each Qualified Plan (A) has received a favorable determination from be taken that would result in the Internal Revenue Service applicable to such Qualified Plan’s current remedial amendment cycle (as defined in Revenue Procedure 2007-44 disqualification or “2007-44” for short), (B) has timely filed for a favorable determination letter from the Internal Revenue Service during its staggered remedial amendment cycle (as defined in 2007-44) and such application is currently being processed by the Internal Revenue Service, (C) had filed for a determination letter prior to its “GUST remedial amendment period” (as defined in 2007-44) and received such determination letter and the staggered remedial amendment cycle first following the GUST remedial amendment period for such Qualified Plan has not yet expired, or (D) is maintained under a prototype plan and may rely upon a favorable opinion letter issued by the Internal Revenue Service with respect to such prototype plan. To the best knowledge of the Borrower, nothing has occurred which would cause the loss of its reliance on each Qualified Plan’s favorable determination letter or opinion letter.tax-exempt status of any such Plan intended to be qualified and/or tax exempt; and (iib) With respect to any Benefit Arrangement that is “multiemployer plan,” (i) Mezzanine Borrower has not, since September 26, 1980, made or suffered a retiree welfare benefit arrangement“complete withdrawal” or a “partial withdrawal,” as such terms are respectively defined in Sections 4203 and 4205 of ERISA, (ii) Mezzanine Borrower has made and shall continue to make when due all amounts have been accrued on the applicable ERISA Group’s financial statements in accordance with FASB ASC 715. required contributions to all such “multiemployer plans” and (iii) Except no ERISA Affiliate has, since September 26, 1980, made or suffered a “complete withdrawal” or a “partial withdrawal,” as could not such terms are respectively defined in Sections 4203 and 4205 of ERISA which withdrawal is reasonably be expected, individually or in the aggregate, expected to have a Material Adverse Effect: . (ic) no ERISA Event has occurred or Mezzanine Borrower is expected to occur; (ii) there are no pendingnot an employee benefit plan, or to the knowledge of a Responsible Officer of the Borrower, threatened, claims, actions or lawsuits or other action by any Governmental Authority, plan participant or beneficiary with respect to a Benefit Arrangement; (iii) there are no violations of the fiduciary responsibility rules with respect to any Benefit Arrangement; and (iv) no member of the ERISA Group has engaged in a non-exempt “prohibited transaction,” as defined in Section 406 3(3) of ERISA and Section 4975 ERISA, whether or not subject to Title I of ERISA, none of the Internal Revenue Codeassets of Mezzanine Borrower, in connection Guarantor or Mortgage Borrower constitutes or will constitute plan assets of one or more such plans within the meaning of 29 C.F.R. Section 2510.3-101 and transactions by or with any Planof Mezzanine Borrower, that would Guarantor, and Mortgage Borrower are not subject any member to similar laws regulating investment of, and fiduciary obligations with respect to, plans similar to the provisions of the ERISA Group to a tax on prohibited transactions imposed by Section 502(i) 406 of ERISA or Section 4975 of the Internal Revenue CodeCode currently in effect which prohibit or otherwise restrict the transactions contemplated by this Agreement.

ERISA. (i) Except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, each Each Benefit Arrangement is in compliance with the applicable provisions of ERISA, the Internal Revenue Code and other Applicable LawsLaws in all material respects. Except with respect to Multiemployer Plans, each Qualified Plan (A) has received a favorable determination from the Internal Revenue Service applicable to such Qualified Plan’s current remedial amendment cycle (as defined in Revenue Procedure 2007-44 or “2007-44” for short), (B) has timely filed for a favorable determination letter from the Internal Revenue Service during its staggered remedial amendment cycle (as defined in 2007-44) and such application is currently being processed by the Internal Revenue Service, or (C) had filed for a determination letter prior to its “GUST remedial amendment period” (as defined in 2007-44) and received such determination letter and the staggered remedial amendment cycle first following the GUST remedial amendment period for such Qualified Plan has not yet expired, or (D) is maintained under a prototype plan and may rely upon a favorable opinion letter issued by the Internal Revenue Service with respect to such prototype plan. To the best knowledge of the Borrower, nothing has occurred which would cause the loss of its reliance on each Qualified Plan’s favorable determination letter or opinion letter. (ii) With respect to any Benefit Arrangement that is a retiree welfare benefit arrangement, all amounts have been accrued on the applicable ERISA Group’s financial statements in accordance with FASB ASC 715. The “benefit obligation” of all Plans does not exceed the “fair market value of plan assets” for such Plans by more than $10,000,000 all as determined by and with such terms defined in accordance with FASB ASC 715. (iii) Except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: (i) no ERISA Event has occurred or is expected to occur; (ii) there are no pending, or to the best knowledge of a Responsible Officer of the Borrower, threatened, claims, actions or lawsuits or other action by any Governmental Authority, plan participant or beneficiary with respect to a Benefit Arrangement; (iii) there are no violations of the fiduciary responsibility rules with respect to any Benefit Arrangement; and (iv) no member of the ERISA Group has engaged in a non-exempt “prohibited transaction,” as defined in Section 406 of ERISA and Section 4975 of the Internal Revenue Code, in connection with any Plan, that would subject any member of the ERISA Group to a tax on prohibited transactions imposed by Section 502(i) of ERISA or Section 4975 of the Internal Revenue Code.

ERISA. The Borrower shall not and shall not permit any ERISA Affiliate to: (ia) Except as could not do any of the following, which in the aggregate would reasonably be expected, individually or in the aggregate, expected to have a Material Adverse Effect, each Benefit Arrangement is : (i) engage in compliance with the applicable provisions any transaction which it knows or has reason to know could result in a civil penalty assessed pursuant to Section 502(i) of ERISA, the Internal Revenue Code and other Applicable Laws. Except with respect to Multiemployer Plans, each Qualified Plan (A) has received ERISA or a favorable determination from the Internal Revenue Service applicable to such Qualified Plan’s current remedial amendment cycle (as defined in Revenue Procedure 2007-44 or “2007-44” for short), (B) has timely filed for a favorable determination letter from the Internal Revenue Service during its staggered remedial amendment cycle (as defined in 2007-44) and such application is currently being processed tax imposed by the Internal Revenue Service, (C) had filed for a determination letter prior to its “GUST remedial amendment period” (as defined in 2007-44) and received such determination letter and the staggered remedial amendment cycle first following the GUST remedial amendment period for such Qualified Plan has not yet expired, or (D) is maintained under a prototype plan and may rely upon a favorable opinion letter issued by the Internal Revenue Service with respect to such prototype plan. To the best knowledge Section 4975 of the Borrower, nothing has occurred which would cause the loss of its reliance on each Qualified Plan’s favorable determination letter or opinion letter.Code; (ii) With respect fail to make any payments when due to any Benefit Arrangement Multiemployer Plan that is a retiree welfare benefit arrangementthe Borrower or an ERISA Affiliate may be required to make under any agreement relating to such Multiemployer Plan, all amounts have been accrued on the applicable ERISA Group’s financial statements in accordance with FASB ASC 715.or any law pertaining thereto; (iii) Except incur withdrawal liability under ERISA to a Multiemployer Plan; (iv) voluntarily terminate or, in the case of a "substantial employer" as defined in Section 4001(a)(2) of ERISA, withdraw from any Plan if such termination or withdrawal could not result in the imposition of a Lien on the Borrower or an ERISA Affiliate under Section 4068 of ERISA; (v) fail to make any required contribution when due to any Plan subject to Section 412(n) of the Code that with the passage of time would likely result in a Lien upon the properties or assets of the Borrower or an ERISA Affiliate; (vi) adopt any amendment to a Plan the effect of which is to increase the "current liability" under the Plan as defined in Section 302(d)(7) of ERISA; (vii) act or fail to act, and, as a result thereof, an event similar to any of those referred to in clauses (i) to (vi) would likely occur under the applicable laws of a foreign country; or (b) permit the present value of all benefits (irrespective of whether vested) under all Plans that have assets less than benefits (irrespective of whether vested), to exceed the "current value" as defined in Section 3(26) of ERISA of the assets of such Plans by an aggregate amount of ten thousand dollars ($10,000.00); or (c) permit the adoption, implementation or amendment of any unfunded deferred compensation agreement or other arrangement of a similar nature irrespective of whether subject to the funding requirements of ERISA which could reasonably be expected, individually or in the aggregate, expected to have a Material Adverse Effect: (i) no ERISA Event has occurred or is expected to occur; (ii) there are no pending, or to the knowledge of a Responsible Officer of the Borrower, threatened, claims, actions or lawsuits or other action by any Governmental Authority, plan participant or beneficiary with respect to a Benefit Arrangement; (iii) there are no violations of the fiduciary responsibility rules with respect to any Benefit Arrangement; and (iv) no member of the ERISA Group has engaged in a non-exempt “prohibited transaction,” as defined in Section 406 of ERISA and Section 4975 of the Internal Revenue Code, in connection with any Plan, that would subject any member of the ERISA Group to a tax on prohibited transactions imposed by Section 502(i) of ERISA or Section 4975 of the Internal Revenue Code.

ERISA. (ia) No ERISA Event has occurred or is reasonably expected to occur that would reasonably be expected to result in a Material Adverse Effect. Each Plan is in compliance in form and operation with its terms and with the applicable provisions of ERISA, the Code and other applicable law, except for such non-compliance that would not reasonably be expected to have a Material Adverse Effect. Except as could would not reasonably be expected to result in a Material Adverse Effect, each Plan (and each related trust, if any) which is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service or is in the form of a prototype document that is the subject of a favorable opinion letter. (b) There exists no Unfunded Pension Liability with respect to any Plan, except as would not reasonably be expected to have a Material Adverse Effect. (c) If each of the Lead Borrower, each Restricted Subsidiary of the Lead Borrower and each ERISA Affiliate were to withdraw from all Multiemployer Plans in a complete withdrawal as of the date this assurance is given, the aggregate withdrawal liability that would be incurred would not reasonably be expected to have a Material Adverse Effect. (d) There are no actions, suits or claims pending against or involving a Plan (other than routine claims for benefits) or, to the knowledge of the Lead Borrower, any Restricted Subsidiary of the Lead Borrower or any ERISA Affiliate, threatened, which would reasonably be expected to be asserted successfully against any Plan and, if so asserted successfully, would reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect, each Benefit Arrangement is in compliance with the applicable provisions of ERISA, the Internal Revenue Code and other Applicable Laws. Except with respect to Multiemployer Plans, each Qualified Plan (A) has received a favorable determination from the Internal Revenue Service applicable to such Qualified Plan’s current remedial amendment cycle (as defined in Revenue Procedure 2007-44 or “2007-44” for short), (B) has timely filed for a favorable determination letter from the Internal Revenue Service during its staggered remedial amendment cycle (as defined in 2007-44) and such application is currently being processed by the Internal Revenue Service, (C) had filed for a determination letter prior to its “GUST remedial amendment period” (as defined in 2007-44) and received such determination letter and the staggered remedial amendment cycle first following the GUST remedial amendment period for such Qualified Plan has not yet expired, or (D) is maintained under a prototype plan and may rely upon a favorable opinion letter issued by the Internal Revenue Service with respect to such prototype plan. To the best knowledge of the Borrower, nothing has occurred which would cause the loss of its reliance on each Qualified Plan’s favorable determination letter or opinion letter. (iie) With respect The Lead Borrower, any Restricted Subsidiary of the Lead Borrower and any ERISA Affiliate have made all material contributions to any Benefit Arrangement that is a retiree welfare benefit arrangement, all amounts have been accrued on or under each Plan and Multiemployer Plan required by law within the applicable ERISA Group’s financial statements in accordance with FASB ASC 715. (iii) Except as could not reasonably be expectedtime limits prescribed thereby, the terms of such Plan or Multiemployer Plan, respectively, or any contract or agreement requiring contributions to a Plan or Multiemployer Plan except where any failure to comply, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. (f) Except as would not reasonably be expected to have a Material Adverse Effect: (i) no ERISA Event each Foreign Pension Plan has occurred or is expected to occurbeen maintained in substantial compliance with its terms and with the requirements of any and all applicable laws, statutes, rules, regulations and orders and has been maintained, where required, in good standing with applicable regulatory authorities; (ii) there are no pending, or all contributions required to the knowledge of a Responsible Officer of the Borrower, threatened, claims, actions or lawsuits or other action by any Governmental Authority, plan participant or beneficiary be made with respect to a Benefit ArrangementForeign Pension Plan have been timely made; and (iii) there are no violations neither the Lead Borrower nor any of the fiduciary responsibility rules with respect to its Restricted Subsidiaries has incurred any Benefit Arrangement; and (iv) no member of the ERISA Group has engaged in a non-exempt “prohibited transaction,” as defined in Section 406 of ERISA and Section 4975 of the Internal Revenue Code, obligation in connection with the termination of, or withdrawal from, any Foreign Pension Plan, that would subject any member of the ERISA Group to a tax on prohibited transactions imposed by Section 502(i) of ERISA or Section 4975 of the Internal Revenue Code.

ERISA. (ia) Except as could Each Plan is in compliance in form and operation with its terms and with ERISA and the Code and all other applicable laws and regulations, except where any failure to comply would not reasonably be expectedexpected to result in a Material Adverse Effect. Except as would not reasonably be expected to result in a Material Adverse Effect, each Plan (and each related trust, if any) which is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the IRS to the effect that it meets the requirements of Sections 401(a) and 501(a) of the Code, as applicable, or is comprised of a master or prototype plan that has received a favorable opinion letter from the IRS, and, nothing has occurred since the date of such determination that would adversely affect such determination (or, in the case of a Plan with no determination, nothing has occurred that would materially adversely affect the issuance of a favorable determination letter or otherwise materially adversely affect such qualification). No ERISA Event or Non-U.S. Plan Event has occurred or is reasonably expected to occur, other than as would not, individually or in the aggregate, have a Material Adverse Effect. (b) Except as would not have a Material Adverse Effect, the excess of each Pension Plan’s benefit liabilities under Section 4001(a)(16) of ERISA did not exceed the current value of such Pension Plan’s assets, determined in accordance with the assumptions for funding by the Plan pursuant to Section 412 of the Code for the most recently completed plan year. (c) If each of the Obligors and its Subsidiaries and the ERISA Affiliates were to withdraw in a complete withdrawal from each Multiemployer Plan as of the date this assurance is given, the Withdrawal Liability that would be incurred to the Multiemployer Plans would not reasonably be expected to have a Material Adverse Effect. (d) There are no actions, each Benefit Arrangement is in compliance with the applicable provisions of ERISA, the Internal Revenue Code and other Applicable Laws. Except with respect to Multiemployer Plans, each Qualified suits or claims pending against or involving a Plan (Aother than routine claims for benefits) has received a favorable determination from or, to the Internal Revenue Service applicable to such Qualified Plan’s current remedial amendment cycle (as defined in Revenue Procedure 2007-44 or “2007-44” for short), (B) has timely filed for a favorable determination letter from the Internal Revenue Service during its staggered remedial amendment cycle (as defined in 2007-44) and such application is currently being processed by the Internal Revenue Service, (C) had filed for a determination letter prior to its “GUST remedial amendment period” (as defined in 2007-44) and received such determination letter and the staggered remedial amendment cycle first following the GUST remedial amendment period for such Qualified Plan has not yet expired, or (D) is maintained under a prototype plan and may rely upon a favorable opinion letter issued by the Internal Revenue Service with respect to such prototype plan. To the best knowledge of the BorrowerObligors, nothing has occurred threatened, which would cause the loss of its reliance on each Qualified Plan’s favorable determination letter or opinion letter. (ii) With respect to any Benefit Arrangement that is a retiree welfare benefit arrangement, all amounts have been accrued on the applicable ERISA Group’s financial statements in accordance with FASB ASC 715. (iii) Except as could not reasonably be expectedexpected to be asserted successfully against any Plan and, individually if so asserted successfully, would reasonably be expected either singly or in the aggregate, aggregate to have result in a Material Adverse Effect: . (ie) no ERISA Event Each Non-U.S. Plan has occurred or is been maintained in compliance with its terms and with the requirements of any and all applicable laws, statutes, rules, regulations and orders and has been maintained, where required, in good standing with applicable regulatory authorities, except as would not reasonably be expected to occur; result in a Material Adverse Effect. (iif) there are no pending, or to the knowledge of a Responsible Officer None of the Borrowerassets of any Obligor (x) are or will be “plan assets” (within the meaning of 29 C.F.R. Section 2510.3-101, threatened, claims, actions or lawsuits or other action by any Governmental Authority, plan participant or beneficiary with respect to a Benefit Arrangement; (iii) there are no violations of the fiduciary responsibility rules with respect to any Benefit Arrangement; and (iv) no member of the ERISA Group has engaged in a non-exempt “prohibited transaction,” as defined in Section 406 of ERISA and Section 4975 of the Internal Revenue Code, in connection with any Plan, that would subject any member of the ERISA Group to a tax on prohibited transactions imposed modified by Section 502(i3(42) of ERISA or Section 4975 of the Internal Revenue Codeotherwise) or (y) are or will be subject to any state or other statute, regulation or other restriction regulating investments of, or fiduciary obligations with respect to, governmental plans.

ERISA. (i) Except There are no Unfunded Liabilities in excess of the Threshold Amount (A) with respect to any member of the Group Companies and (B) except as could would not reasonably be expected, individually or in the aggregate, expected to have a Material Adverse Effect, each Benefit Arrangement is in compliance with the applicable provisions of ERISA, the Internal Revenue Code and other Applicable Laws. Except with respect to Multiemployer Plans, each Qualified Plan (A) has received a favorable determination from the Internal Revenue Service applicable to such Qualified Plan’s current remedial amendment cycle (as defined in Revenue Procedure 2007-44 or “2007-44” for short), (B) has timely filed for a favorable determination letter from the Internal Revenue Service during its staggered remedial amendment cycle (as defined in 2007-44) and such application is currently being processed by the Internal Revenue Service, (C) had filed for a determination letter prior to its “GUST remedial amendment period” (as defined in 2007-44) and received such determination letter and the staggered remedial amendment cycle first following the GUST remedial amendment period for such Qualified Plan has not yet expired, or (D) is maintained under a prototype plan and may rely upon a favorable opinion letter issued by the Internal Revenue Service with respect to such prototype plan. To the best knowledge of the Borrower, nothing has occurred which would cause the loss of its reliance on each Qualified Plan’s favorable determination letter or opinion letterany ERISA Affiliate. (ii) With Each Plan, other than a Multiemployer Plan, complies in all respects with the applicable requirements of ERISA and the Code, and each Group Company complies in all respects with the applicable requirements of ERISA and the Code with respect to any all Multiemployer Plans to which it contributes and all Employee Benefit Arrangement Arrangements, except to the extent that is the failure to comply therewith would not reasonably be expected to have a retiree welfare benefit arrangement, all amounts have been accrued on the applicable ERISA Group’s financial statements in accordance with FASB ASC 715Material Adverse Effect. (iii) Except as could would not reasonably be expected, individually or in the aggregate, expected to have a Material Adverse Effect: (i) , no ERISA Event has occurred or or, subject to the passage of time, is reasonably expected to occur; (ii) there are no pending, or to the knowledge of a Responsible Officer of the Borrower, threatened, claims, actions or lawsuits or other action by any Governmental Authority, plan participant or beneficiary with respect to a Benefit Arrangement; (iii) there are no violations of the fiduciary responsibility rules occur with respect to any Benefit Arrangement; and (iv) no member of the ERISA Group has engaged in a non-exempt “prohibited transaction,” as defined in Section 406 of ERISA and Section 4975 of the Internal Revenue Code, in connection with any Plan, that would subject Plan maintained by any member of the Group Companies and, except to the extent that such ERISA Event would not reasonably be expected to have a Material Adverse Effect, no ERISA Event has occurred or, subject to the passage of time, is reasonably expected to occur with respect to any Plan maintained by an ERISA Affiliate. (iv) Except as would not reasonably be expected to have a Material Adverse Effect, no Group Company: (A) is or has been within the last six years a party to any Multiemployer Plan; or (B) has completely or partially withdrawn from any Multiemployer Plan. (v) If any Group Company or any ERISA Affiliate were to incur a tax on prohibited transactions imposed by complete withdrawal (as described in Section 502(i4203 of ERISA) of ERISA or Section 4975 from any Multiemployer Plan as of the Internal Revenue CodeClosing Date, the aggregate withdrawal liability, as determined under Section 4201 of ERISA, with respect to all such Multiemployer Plans would not exceed an amount that would reasonably be expected to have a Material Adverse Effect. (vi) No Group Company has any contingent liability with respect to any postretirement benefit under a Welfare Plan that would reasonably be expected to have a Material Adverse Effect.

ERISA. (i) Except as could not reasonably be expectedPromptly, individually and in any event within five (5) Business Days, upon becoming aware of the occurrence of or in forthcoming occurrence of any ERISA Event, a written notice specifying the aggregatenature thereof, to have a Material Adverse Effect, each Benefit Arrangement is in compliance with what action the applicable provisions of ERISABorrower or ERISA Affiliate has taken, the Internal Revenue Code and other Applicable Laws. Except is taking or proposes to take with respect to Multiemployer Plansthereto and, each Qualified Plan (A) has received a favorable determination from the Internal Revenue Service applicable to such Qualified Plan’s current remedial amendment cycle (as defined when known, any action taken or threatened in Revenue Procedure 2007-44 or “2007-44” for short), (B) has timely filed for a favorable determination letter from the Internal Revenue Service during its staggered remedial amendment cycle (as defined in 2007-44) and such application is currently being processed writing by the Internal Revenue Service, the Department of Labor or the PBGC with respect thereto; (Cii) had with reasonable promptness, copies of (1) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed for a determination letter prior to its “GUST remedial amendment period” (as defined in 2007-44) and received such determination letter and the staggered remedial amendment cycle first following the GUST remedial amendment period for such Qualified Plan has not yet expired, by any Borrower or (D) is maintained under a prototype plan and may rely upon a favorable opinion letter issued by any ERISA Affiliates with the Internal Revenue Service with respect to each Benefit Plan; (2) all notices received by any Borrower or any ERISA Affiliate from a Multiemployer Plan sponsor concerning an ERISA Event; and (3) copies of such prototype plan. To the best knowledge of the Borrower, nothing has occurred which would cause the loss of its reliance on each Qualified Plan’s favorable determination letter other documents or opinion letter. (ii) With respect governmental reports or filings relating to any Benefit Arrangement that is a retiree welfare benefit arrangement, all amounts have been accrued on Plan as the applicable ERISA Group’s financial statements in accordance with FASB ASC 715. Administrative Agent shall reasonably request; and (iii) Except as could soon as practicable but not reasonably be expectedless than four Business Days following (A) the failure of any Borrower or any ERISA Affiliate to make full payment in all material amounts on or before the due date (including extensions) thereof of all amounts which such Borrower or ERISA Affiliate is required to contribute to each Benefit Plan pursuant to its terms or, individually as required to meet the minimum funding standard set forth in ERISA and the Tax Code with respect thereto or (B) any change in the aggregate, to funding status of any Benefit Plan that could have a Material Adverse Effect: (i) no ERISA Event , a written description of any such event or condition or a copy of any such notice and a statement briefly setting forth the details regarding such event, condition or notice, and the action, if any, which has occurred been taken, is being taken or is expected proposed to occur; (ii) there are no pending, be taken by such Borrower or to the knowledge of a Responsible Officer of the Borrower, threatened, claims, actions or lawsuits or other action by any Governmental Authority, plan participant or beneficiary with respect to a Benefit Arrangement; (iii) there are no violations of the fiduciary responsibility rules with respect to any Benefit Arrangement; and (iv) no member of the such ERISA Group has engaged in a non-exempt “prohibited transaction,” as defined in Section 406 of ERISA and Section 4975 of the Internal Revenue Code, in connection with any Plan, that would subject any member of the ERISA Group to a tax on prohibited transactions imposed by Section 502(i) of ERISA or Section 4975 of the Internal Revenue Code.Affiliate;

ERISA. (a) With respect to each DIMON Plan (as hereinafter defined), DIMON has made (or as soon as practicable will make) available to the Company a true and correct copy of (i) Except as could not reasonably the three most recent annual reports (Form 5500) filed with the IRS, (ii) such DIMON Plan, (iii) each trust agreement, insurance contract or administration agreement relating to such DIMON Plan, (iv) the most recent summary plan description of each DIMON Plan for which a summary plan description is required, (v) the most recent actuarial report or valuation relating to a DIMON Plan subject to Title IV of ERISA and (vi) the most recent determination letter, if any, issued by the IRS with respect to any DIMON Plan intended to be expectedqualified under Section 401(a) of the Code. Except, in each case, for events or actions that would not, individually or in the aggregate, to have a Material Adverse Effect, (i) each Benefit Arrangement DIMON Plan complies with all applicable statutes and governmental rules and regulations, including but not limited to ERISA, the Code and COBRA, (ii) no “reportable event” (within the meaning of Section 4043 of ERISA) has occurred with respect to any DIMON Plan, (iii) neither DIMON nor any of its ERISA Affiliates has withdrawn from any DIMON Multiemployer Plan (as hereinafter defined), or instituted, or is in compliance with the applicable provisions currently considering taking, any action to do so, and (iv) no action has been taken, or is currently being considered, to terminate any DIMON Plan subject to Title IV of ERISA, and (v) DIMON and its ERISA Affiliates have complied with the Internal Revenue Code and other Applicable Lawscontinued medical coverage requirements of COBRA. Except with respect to Multiemployer Plans, each Qualified Plan (A) has received a favorable determination from the Internal Revenue Service applicable to such Qualified Plan’s current remedial amendment cycle (as defined in Revenue Procedure 2007-44 or “2007-44” for short), (B) has timely filed for a favorable determination letter from the Internal Revenue Service during its staggered remedial amendment cycle (as defined in 2007-44) and such application is currently being processed by the Internal Revenue Service, (C) had filed for a determination letter prior to its “GUST remedial amendment period” (as defined in 2007-44) and received such determination letter and the staggered remedial amendment cycle first following the GUST remedial amendment period for such Qualified Plan has not yet expired, or (D) is maintained under a prototype plan and may rely upon a favorable opinion letter issued by the Internal Revenue Service with respect to such prototype plan. To the best knowledge of the Borrower, nothing has occurred which would cause the loss of its reliance on each Qualified Plan’s favorable determination letter or opinion letter. (ii) With respect to any Benefit Arrangement that is a retiree welfare benefit arrangement, all amounts have been accrued on the applicable ERISA Group’s financial statements in accordance with FASB ASC 715. (iii) Except as could not reasonably be expectednot, individually or in the aggregate, to have a Material Adverse Effect: , no DIMON Plan, nor any trust created thereunder, has incurred any “accumulated funding deficiency” (ias defined in Section 302 of ERISA), whether or not waived. Except as disclosed in Section 4.14 of the DIMON Schedule of Exceptions, with respect to any DIMON Plan which is subject to Title IV of ERISA, the present value of accrued benefit obligations, as determined in accordance with FAS 87 in accordance with the actuarial assumptions used to prepare the most recent reports of such DIMON Plan, did not exceed the fair market value of the Plan assets as of the most recent valuation date for which an actuarial report has been prepared and DIMON has no knowledge of any material adverse change to such status. (b) With respect to the DIMON Plans, no ERISA Event event has occurred in connection with which DIMON or any ERISA Affiliate would be subject to any liability under the terms of such DIMON Plans, ERISA, the Code or any other applicable law which would have a Material Adverse Effect. Except as disclosed in the DIMON SEC Reports filed prior to the date hereof or set forth in Section 4.14(b) of the DIMON Schedule of Exceptions, with respect to any current or former employee or contractor of DIMON or its Subsidiaries, consummation of the transactions contemplated by this Agreement shall not result in the payment or provision of additional compensation or benefits or accelerate the vesting, payment or funding of any compensation or benefits. Except as disclosed in the DIMON SEC Reports filed prior to the date hereof or set forth in Section 4.14 of the DIMON Schedule of Exceptions, no amounts payable or provided by DIMON or its Subsidiaries related to the transactions contemplated by this Agreement will constitute “excess parachute payments” within the meaning of Section 280G of the Code. Each DIMON Plan that is expected intended to occur; (iibe qualified under Section 401(a) there are no pendingof the Code has been determined by the IRS to be so qualified, or a timely application for such determination is now pending or it is a prototype or volume submitter plan document that has been pre-approved by the IRS as is evidenced by a letter from the IRS, and, to the knowledge of a Responsible Officer DIMON, there is no reason why any DIMON Plan is not so qualified in operation. Neither DIMON nor any of the Borrower, threatened, claims, actions or lawsuits or other action its ERISA Affiliates has been notified by any Governmental Authority, plan participant DIMON Multiemployer Plan that such DIMON Multiemployer Plan is currently in reorganization or beneficiary with respect to a Benefit Arrangement; (iii) there are no violations insolvency under and within the meaning of the fiduciary responsibility rules with respect to any Benefit Arrangement; and (iv) no member of the ERISA Group has engaged in a non-exempt “prohibited transaction,” as defined in Section 406 of ERISA and Section 4975 of the Internal Revenue Code, in connection with any Plan, that would subject any member of the ERISA Group to a tax on prohibited transactions imposed by Section 502(i) 4241 or 4245 of ERISA or that such DIMON Multiemployer Plan intends to terminate or has been terminated under Section 4975 4041A of ERISA. Except as disclosed in the DIMON SEC Reports filed prior to the date hereof or set forth in Section 4.14 of the Internal Revenue Code.DIMON Schedule of Exceptions, neither DIMON nor any of its ERISA Affiliates has any liability or obligation under any welfare plan to provide benefits after termination of employment to any employee or dependent other than as required by ERISA. There are no pending or, to the knowledge of DIMON, threatened claims, suits, audits or investigations related to any DIMON Plan other than claims for benefits in the ordinary course

ERISA. (i) Except as could would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, each Benefit Arrangement is in compliance with the applicable provisions of ERISA, the Internal Revenue Code and other Applicable Laws. Except with respect to Multiemployer Plans, each Qualified Plan (A) has received a favorable determination from the Internal Revenue Service applicable to such Qualified Plan’s current remedial amendment cycle (as defined in Revenue Procedure 2007-44 or “2007-44” for short), (B) has timely filed for a favorable determination letter from the Internal Revenue Service during its staggered remedial amendment cycle (as defined in 2007-44) and such application is currently being processed by the Internal Revenue Service, (C) had filed for a determination letter prior to its “GUST remedial amendment period” (as defined in 2007-44) and received such determination letter and the staggered remedial amendment cycle first following the GUST remedial amendment period for such Qualified Plan has not yet expired, IRS or (D) is maintained under a prototype plan and may rely upon a favorable opinion letter issued by the Internal Revenue Service IRS with respect to such prototype plan, or an application for such a letter is currently being processed by the IRS with respect thereto. To the best knowledge of the Borrower, nothing has occurred which would cause the loss of its reliance on each Qualified Plan’s favorable determination letter or opinion letterletter except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. (ii) With respect to any Benefit Arrangement that is a retiree welfare benefit arrangement, all amounts have been accrued on the applicable ERISA Group’s financial statements of the Borrower or any Subsidiary in accordance with FASB ASC 715. (iii) Except as could would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: (i) no ERISA Event has occurred or is expected to occur; (ii) there are no pending, or to the best knowledge of a Responsible Officer of the Borrower, threatened, claims, actions or lawsuits or other action against the Borrower by any Governmental Authority, plan participant or beneficiary with respect to a Benefit Arrangement; (iii) there are no violations of the fiduciary responsibility rules by the Borrower or, to the knowledge of the Borrower, any other fiduciary with respect to any Benefit Arrangement; and (iv) no member of the ERISA Group has engaged in a non-exempt “prohibited transaction,” as defined in Section 406 of ERISA and Section 4975 of the Internal Revenue Code, in connection with any Plan, that would reasonably be expected to subject any member of the ERISA Group Borrower or such Subsidiary to a tax on prohibited transactions imposed by Section 502(i) of ERISA or an excise tax imposed by Section 4975 of the Internal Revenue Code.

ERISA. (ia) Except Borrowers have previously delivered or made available to Agent all Pension Plans (including Title IV Plans and Multiemployer Plans) and all Retiree Welfare Plans, as could not reasonably be expected, individually or now in the aggregate, to have a Material Adverse Effect, each Benefit Arrangement is in compliance with the applicable provisions of ERISA, the Internal Revenue Code and other Applicable Lawseffect. Except with respect to Multiemployer Plans, each Qualified Plan (A) has either received a favorable determination from the Internal Revenue Service applicable to such Qualified Plan’s current remedial amendment cycle (as defined in Revenue Procedure 2007-44 or “2007-44” for short), (B) has timely filed for a favorable determination letter from the Internal Revenue Service during its staggered remedial amendment cycle (as defined in 2007-44) and such application is currently being processed by the Internal Revenue Service, (C) had filed for a determination letter prior to its “GUST remedial amendment period” (as defined in 2007-44) and received such determination letter and the staggered remedial amendment cycle first following the GUST remedial amendment period for such Qualified Plan has not yet expired, IRS or (D) is maintained under a prototype plan and may rely upon on a favorable opinion letter issued by the Internal Revenue Service with respect IRS, and to such prototype plan. To the best knowledge of the Borrower, any Credit Party nothing has occurred which that would be reasonably expected to cause the loss of its reliance on each Qualified Plan’s favorable determination letter such qualification or opinion letter. (ii) With respect to any Benefit Arrangement that tax-exempt status. Each Plan is a retiree welfare benefit arrangement, in compliance in all amounts have been accrued on material respects with the applicable ERISA Group’s financial statements in accordance with FASB ASC 715. (iii) provisions of ERISA, the IRC and its terms, including the timely filing of all reports required under the IRC or ERISA. Except as has not resulted, or could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: (i) no ERISA Event has occurred or is expected to occur; result, in an ERISA Lien (ii) there are no pendingwhether or not perfected), neither any Credit Party nor ERISA Affiliate has failed to make any material contribution or to the knowledge of a Responsible Officer pay any material amount due as required by either Section 412 of the Borrower, threatened, claims, actions IRC or lawsuits Section 302 of ERISA or other action by the terms of any Governmental Authority, plan participant or beneficiary with respect to a Benefit Arrangement; (iii) there are no violations of the fiduciary responsibility rules with respect to any Benefit Arrangement; and (iv) no member of the ERISA Group has engaged in a non-exempt such Plan. No “prohibited transaction,” as defined in Section 406 of ERISA and Section 4975 of the Internal Revenue CodeIRC, in connection has occurred with respect to any Plan, Plan that would subject any member of the ERISA Group Credit Party to a material tax on prohibited transactions imposed by Section 502(i) of ERISA or Section 4975 of the Internal Revenue CodeIRC. (b) Except as could not reasonably be expected to have a Material Adverse Effect: (i) no Title IV Plan or Foreign Plan has any material Unfunded Pension Liability; (ii) no ERISA Event has occurred or to the knowledge of any Credit Party is reasonably expected to occur; (iii) there are no pending, or to the knowledge of any Credit Party, threatened material claims (other than claims for benefits in the normal course), sanctions, actions or lawsuits, asserted or instituted against any Plan or any Person as fiduciary or sponsor of any Plan; (iv) no Credit Party or ERISA Affiliate has incurred or reasonably expects to incur any material liability as a result of a complete or partial withdrawal from a Multiemployer Plan; and (v) within the last five years no Title IV Plan of any Credit Party or ERISA Affiliate has been terminated, whether or not in a “standard termination” as that term is used in Section 4041 of ERISA, nor has any Title IV Plan of any Credit Party or any ERISA Affiliate (determined at any time within the last five years) with material Unfunded Pension Liabilities been transferred outside of the “controlled group” (within the meaning of Section 4001(a)(14) of ERISA) of any Credit Party or ERISA Affiliate (determined at such time). (c) Each Foreign Plan has been maintained in compliance with its terms and with the requirements of any and all applicable requirements of applicable law and has been maintained, where required, in good standing with applicable regulatory authorities, except for any noncompliance which could not reasonably be expected to result in a Material Adverse Effect. Neither any Borrower nor any Restricted Subsidiary has incurred any obligation in connection with the termination of or withdrawal from any Foreign Plan, except as could not reasonably be expected to result in a Material Adverse Effect.

ERISA. On the Closing Date and each settlement date, (i) Except as each Domestic Oiltanking Entity, to the extent to which any such Domestic Oiltanking Entity could not reasonably be expectedexpected to have liability, will be in compliance in all material respects with all presently applicable provisions of the Employee Retirement Income Security Act of 1974, as amended, including the regulations and published interpretations thereunder (“ERISA”), except for any failure to comply that would not individually or in the aggregate, have a Material Adverse Effect; (ii) no “reportable event” (as defined in Section 4043(c) of ERISA) has occurred with respect to any “pension plan” (as defined in Section 3(2) of ERISA) for which any Domestic Oiltanking Entity (after giving effect to the Transactions) would have any liability, excluding any reportable event for which a waiver could apply; (iii) no Domestic Oiltanking Entity (after giving effect to the Transactions) has incurred, nor does any such entity reasonably expect to incur, liability that will, individually or in the aggregate, to have result in a Material Adverse EffectEffect either under (a) Title IV of ERISA with respect to termination of, each Benefit Arrangement is in compliance with the applicable provisions or withdrawal from, any “pension plan” or (b) Sections 412 or 4971 of ERISA, the Internal Revenue Code of 1986, as amended, including the regulations and other Applicable Laws. Except with respect published interpretations thereunder (the “Code”); (iv) each “pension plan” for which any Domestic Oiltanking Entity would have any liability that is intended to Multiemployer Plans, each Qualified Plan (Abe qualified under Section 401(a) has received of the Code is the subject of a favorable determination from the Internal Revenue Service applicable to such Qualified Plan’s current remedial amendment cycle (as defined in Revenue Procedure 2007-44 or “2007-44” for short), (B) has timely filed for a favorable determination opinion letter from the Internal Revenue Service during its staggered remedial amendment cycle (as defined in 2007-44) and such application to the effect that it is currently being processed by so qualified and, to the Internal Revenue Service, (C) had filed for a determination letter prior to its “GUST remedial amendment period” (as defined in 2007-44) and received such determination letter and the staggered remedial amendment cycle first following the GUST remedial amendment period for such Qualified Plan has not yet expired, or (D) is maintained under a prototype plan and may rely upon a favorable opinion letter issued by the Internal Revenue Service with respect to such prototype plan. To the best knowledge of the BorrowerDomestic Oiltanking Entities, nothing has occurred occurred, whether by action or by failure to act, which would could reasonably be expected to cause the loss of its reliance on each Qualified Plan’s favorable determination letter such qualification, except for any action or opinion letter. (ii) With respect failure to any Benefit Arrangement act that is a retiree welfare benefit arrangement, all amounts have been accrued on the applicable ERISA Group’s financial statements in accordance with FASB ASC 715. (iii) Except as could not reasonably be expectedwould not, individually or in the aggregate, to have a Material Adverse Effect: (i) no ERISA Event has occurred or is expected to occur; (ii) there are no pending, or to the knowledge of a Responsible Officer of the Borrower, threatened, claims, actions or lawsuits or other action by any Governmental Authority, plan participant or beneficiary with respect to a Benefit Arrangement; (iii) there are no violations of the fiduciary responsibility rules with respect to any Benefit Arrangement; and (ivv) no member Partnership Party has incurred any material unpaid liability to the Pension Benefit Guaranty Corporation (other than for payment of premiums in the ERISA Group has engaged in a non-exempt “prohibited transaction,” as defined in Section 406 ordinary course of ERISA and Section 4975 of the Internal Revenue Code, in connection with any Plan, that would subject any member of the ERISA Group to a tax on prohibited transactions imposed by Section 502(i) of ERISA or Section 4975 of the Internal Revenue Codebusiness).

ERISA. (ia) Except as could not reasonably be expected, individually or in the aggregate, expected to have a Material Adverse Effect, each Benefit Arrangement is of the Credit Parties and their Subsidiaries are in compliance with the all applicable provisions and requirements of ERISA, ERISA and the Internal Revenue Code and other Applicable Laws. Except the regulations and published interpretations thereunder with respect to Multiemployer Plansits Pension Plan, and have performed all their obligations under each Qualified Pension Plan in all material respects, (Ab) each Pension Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination from letter or is the Internal Revenue Service applicable to such Qualified Plan’s current remedial amendment cycle (as defined in Revenue Procedure 2007-44 or “2007-44” for short), (B) has timely filed for subject of a favorable determination opinion letter from the Internal Revenue Service during its staggered remedial amendment cycle (as defined in 2007-44) and indicating that such application Pension Plan is currently being processed by the Internal Revenue Serviceso qualified and, (C) had filed for a determination letter prior to its “GUST remedial amendment period” (as defined in 2007-44) and received such determination letter and the staggered remedial amendment cycle first following the GUST remedial amendment period for such Qualified Plan has not yet expired, or (D) is maintained under a prototype plan and may rely upon a favorable opinion letter issued by the Internal Revenue Service with respect to such prototype plan. To the best knowledge of the BorrowerCredit Parties, nothing has occurred subsequent to the issuance of such determination letter which would cause the loss of such Pension Plan to lose its reliance on each Qualified Plan’s favorable determination letter or opinion letter. qualified status except where such event could not reasonably be expected to result in a Material Adverse Effect, (iic) With respect to any Benefit Arrangement that is a retiree welfare benefit arrangement, all amounts have been accrued on the applicable ERISA Group’s financial statements in accordance with FASB ASC 715. (iii) Except except as could not reasonably be expected, individually or in the aggregate, expected to have a Material Adverse Effect: , no liability to the PBGC (iother than required premium payments), the Internal Revenue Service, any Pension Plan (other than for routine claims and required funding obligations in the ordinary course) or any trust established under Title IV of ERISA has been incurred by any Credit Party, any of its Subsidiaries or any of their ERISA Affiliates, (d) except as would not reasonably be expected to result in liability to any Credit Party or any of its Subsidiaries in excess of $1,000,000, no ERISA Event has occurred or is expected to occur; occurred, and (iie) there are no pending, or except to the knowledge of a Responsible Officer of the Borrower, threatened, claims, actions or lawsuits or other action by any Governmental Authority, plan participant or beneficiary with respect to a Benefit Arrangement; (iii) there are no violations of the fiduciary responsibility rules with respect to any Benefit Arrangement; and (iv) no member of the ERISA Group has engaged in a non-exempt “prohibited transaction,” as defined in extent required under Section 406 of ERISA and Section 4975 4980B of the Internal Revenue CodeCode and Section 601 et seq. of ERISA or similar state laws and except as could not reasonably be expected to have a Material Adverse Effect, no Pension Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of any Credit Party or any of its Subsidiaries. As of the Effective Date, no Credit Party nor any of its Subsidiaries are, and will not be, a Benefit Plan. The Borrower represents and warrants as of the Effective Date that the Borrower is not and will not be using “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA) of one or more Benefit Plans in connection with any Planthe Loans, that would subject any member the Letters of Credit or the ERISA Group to a tax on prohibited transactions imposed by Section 502(i) of ERISA or Section 4975 of the Internal Revenue CodeCommitments.

ERISA. (ia) Except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, each Benefit Arrangement is in compliance with the applicable provisions The fair market value of ERISA, the Internal Revenue Code and other Applicable Laws. Except with respect to Multiemployer Plans, each Qualified Plan (A) has received a favorable determination from the Internal Revenue Service applicable to such Qualified Plan’s current remedial amendment cycle (as defined in Revenue Procedure 2007-44 or all assets under all “2007-44” for short), (B) has timely filed for a favorable determination letter from the Internal Revenue Service during its staggered remedial amendment cycle (as defined in 2007-44) and such application is currently being processed by the Internal Revenue Service, (C) had filed for a determination letter prior to its “GUST remedial amendment periodemployee pension benefit plans” (as such term is defined in 2007-44Section 3(2) and received such determination letter and the staggered remedial amendment cycle first following the GUST remedial amendment period for such Qualified Plan has not yet expiredof ERISA), or (D) is maintained under a prototype plan and may rely upon a favorable opinion letter issued by the Internal Revenue Service with respect Company, as from time to such prototype plan. To time in effect, as of December 31, 2005, the best knowledge last annual valuation date, was exceeded by the actuarial present value of all benefits vested under the Borrower, nothing has occurred which would cause the loss of its reliance on each Qualified Plan’s favorable determination letter or opinion letterPlans by $7,400,000. (iib) With respect to Neither any Benefit Arrangement that is a retiree welfare benefit arrangement, all amounts have been accrued on the applicable ERISA Group’s financial statements in accordance with FASB ASC 715. (iii) Except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: (i) no ERISA Event has occurred or is expected to occur; (ii) there are no pending, or to the knowledge of a Responsible Officer of the Borrower, threatened, claims, actions or lawsuits or other action by Plans nor any Governmental Authority, plan participant or beneficiary with respect to a Benefit Arrangement; (iii) there are no violations of the fiduciary responsibility rules with respect to trusts created thereunder, nor any Benefit Arrangement; and (iv) no member of the ERISA Group trustee or administrator thereof, has engaged in a non-exempt “prohibited transaction,” as such term is defined in Section 406 of ERISA and Section 4975 of the Internal Revenue CodeCode which could subject the Plans or any of them, in connection any such trust, or any trustee or administrator thereof, or any disqualified person with any Plan, that would subject any member of respect to the ERISA Group Plans to a the tax or penalty on prohibited transactions imposed by said Section 502(i4975, except that, with respect to any actions or omissions of administrators, trustees, other fiduciaries, parties in interest or disqualified persons of or in respect to the Plans (other than employees of the Company), the Company has no knowledge that any of such persons has committed a prohibited transaction, nor has the Company participated knowingly in or knowingly undertaken to conceal a prohibited transaction with or by any of such persons nor enabled any of them to commit a prohibited transaction. (c) Neither any of the Plans subject to Title IV of ERISA nor any trusts related to such plans have been terminated, nor have there been any Reportable Events, as that term is defined in Section 4043 of ERISA (as modified by the regulations thereunder), in respect of those plans since the effective date of ERISA. (d) Neither any of the Plans which are subject to Section 302 of ERISA nor any trusts related to such plans have incurred any “accumulated funding deficiency,” as such term is defined in said Section 302 (whether or not waived), since the effective date of ERISA. (e) The consummation of the transactions provided for in the Thirteenth Supplement and compliance by the Company with the provisions thereof and the Series O Notes issued thereunder will not involve any prohibited transaction within the meaning of ERISA or Section 4975 of the Internal Revenue Code.

ERISA. (ia) Except as could would not reasonably be expected, individually or in the aggregate, expected to have a Material Adverse Effect, each Benefit Arrangement is in compliance with neither any Loan Party nor any member of the applicable provisions of ERISA, the Internal Revenue Code and other Applicable Laws. Except with respect to Multiemployer Plans, each Qualified Plan (A) has received a favorable determination from the Internal Revenue Service applicable to such Qualified Plan’s current remedial amendment cycle (as defined in Revenue Procedure 2007-44 or “2007-44” for short), (B) has timely filed for a favorable determination letter from the Internal Revenue Service during its staggered remedial amendment cycle (as defined in 2007-44) and such application is currently being processed by the Internal Revenue Service, (C) had filed for a determination letter prior to its “GUST remedial amendment period” (as defined in 2007-44) and received such determination letter and the staggered remedial amendment cycle first following the GUST remedial amendment period for such Qualified Plan has not yet expiredControlled Group maintains, or (D) is maintained under a prototype plan and may rely upon a favorable opinion letter issued by the Internal Revenue Service with respect obligated to such prototype plan. To the best knowledge of the Borrowercontribute to, nothing any Multiemployer Plan or has occurred which would cause the loss of its reliance on each Qualified Plan’s favorable determination letter incurred, or opinion letter. (ii) With respect is reasonably expected to incur, any withdrawal liability to any Benefit Arrangement that is a retiree welfare benefit arrangementMultiemployer Plan. Each Plan complies in all material respects with its terms and with all applicable requirements of law and regulations, all amounts have been accrued on the applicable ERISA Group’s financial statements in accordance with FASB ASC 715. (iii) Except as could except if failure to comply would not reasonably be expected, individually or in the aggregate, expected to have a Material Adverse Effect: . Neither any Loan Party nor any member of the Controlled Group has, with respect to any Plan, failed to make any contribution or pay any amount required under Section 412 of the Code or Section 302 of ERISA or the terms of such Plan which would reasonably be expected to have a Material Adverse Effect. There are no pending or, to the knowledge of any officer of a Loan Party, threatened claims, actions, investigations or lawsuits against any Plan, any fiduciary thereof, or such Loan Party or any member of the Controlled Group with respect to a Plan which would reasonably be expected to have a Material Adverse Effect. Neither any Loan Party nor any member of the Controlled Group has engaged in any prohibited transaction (ias defined in Section 4975 of the Code or Section 406 of ERISA) no ERISA in connection with any Plan which would reasonably be expected to have a Material Adverse Effect. No Termination Event has occurred or is reasonably expected to occur; (ii) there are no pending, or to the knowledge of a Responsible Officer of the Borrower, threatened, claims, actions or lawsuits or other action by any Governmental Authority, plan participant or beneficiary with respect to a Benefit Arrangement; (iii) there are no violations of the fiduciary responsibility rules occur with respect to any Benefit Arrangement; and Plan which would reasonably be expected to have a Material Adverse Effect. (ivb) no member As of the ERISA Group has engaged in Closing Date, no Borrower is nor will be (1) an employee benefit plan subject to Title I of ERISA, (2) a non-exempt “prohibited transaction,” as defined in Section 406 of ERISA and plan or account subject to Section 4975 of the Internal Revenue Code, in connection with ; (3) an entity deemed to hold “plan assets” of any Plan, that would subject any member of the ERISA Group to a tax on prohibited transactions imposed by Section 502(i) such plans or accounts for purposes of ERISA or Section 4975 the Code; or (4) a “governmental plan” within the meaning of ERISA, in each case, except as would not reasonably be expected to have a Material Adverse Effect. (c) Except as would not reasonably be expected to have a Material Adverse Effect, neither the Parent nor any Subsidiary as of the Internal Revenue CodeClosing Date is, or has at any time in the six years prior to the Closing Date been, (i) an employer (for the purposes of Sections 38 to 51 of the Pensions Act 2004) of any occupational pension scheme which is not a money purchase scheme (as both such terms are defined in the Pension Schemes Act 1993), is not a Permitted UK Defined Benefit Pension Plan and is not a scheme within Section 38(1)(b) of the Pensions Act 2004 or (ii) “connected” with or an “associate” (as those terms are used in Sections 38 and 43 of the Pensions Act 2004) of such an employer (except in relation to any Permitted UK Defined Benefit Pension Plan). The present value of all accumulated benefit obligations under each Permitted UK Defined Benefit Pension Plan (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not exceed the fair market value of the assets of such Permitted UK Defined Benefit Pension Plan, in each case as of the date of the most recent financial statements prior to the Closing Date reflecting such amounts, except where any underfunding of the Permitted UK Defined Benefit Pension Plans (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) as of such date would not reasonably be expected to have a Material Adverse Effect. As of the Closing Date, neither the Parent nor any Subsidiary has been issued with a contribution notice or financial support direction by the UK Pensions Regulator or received any warning notice from the UK Pensions Regulator relating to the issue of a contribution notice or financial support direction, in each case, except as would not reasonably be expected to have a Material Adverse Effect.

ERISA. The occurrence of any of the following events: (ia) Except any Loan Party or ERISA Affiliate fails to make full payment when due of all amounts which any Loan Party or ERISA Affiliate is required to pay as contributions, installments, or otherwise to or with respect to a Pension Plan or Multiemployer Plan, and such failure could not reasonably be expectedexpected to result in liability in excess of $150,000, (b) an accumulated funding deficiency or funding shortfall in excess of $150,000 occurs or exists, whether or not waived, with respect to any Pension Plan, individually or in the aggregate, (c) a Notification Event, which could reasonably be expected to result in liability in excess of $150,000, either individually or in the aggregate, (d) any Loan Party or ERISA Affiliate completely or partially withdraws from one or more Multiemployer Plans and incurs Withdrawal Liability in excess of $150,000 in the aggregate, or fails to make any Withdrawal Liability payment when due, (e) any Loan hereunder shall, for any purpose of Section 406 of ERISA or Section 4975 of the IRC, be found to be a direct or indirect loan or other transaction between Agent or any of the Lenders and the ESOT which, if it is assumed that Agent and the Lenders are “parties in interest” and “disqualified persons” (as defined in Section 3(14) of ERISA and Section 4975 of the IRC), is a non-exempt prohibited transaction described in Section 406 of ERISA or Section 4975 of the Code, (f) there shall be a finding, holding, ruling or other determination not subject to cure made by any court or Governmental Authority, or an assertion by the ESOP Fiduciary or the ESOT Trustee, concerning any matter with respect to the ESOP or the ESOT contrary to or inconsistent with any representation, warranty or covenant set forth herein, which holding, ruling, determination or assertion could reasonably be expected to have a Material Adverse Effect, each Benefit Arrangement is in compliance with the applicable provisions of ERISA, the Internal Revenue Code and other Applicable Laws. Except with respect to Multiemployer Plans, each Qualified Plan (Ag) has received a favorable determination from the Internal Revenue Service applicable shall notify Borrower in writing that it has made a final determination not subject to such Qualified Plan’s current remedial amendment cycle (as defined in Revenue Procedure 2007-44 or “2007-44” for shortcure that the ESOP is not a qualified plan and an employee stock ownership plan within the meanings of Section 401(a) and 4975(e)(7), (B) has timely filed for a favorable determination letter from the Internal Revenue Service during its staggered remedial amendment cycle (as defined in 2007-44) and such application is currently being processed by the Internal Revenue Servicerespectively, (C) had filed for a determination letter prior to its “GUST remedial amendment period” (as defined in 2007-44) and received such determination letter and the staggered remedial amendment cycle first following the GUST remedial amendment period for such Qualified Plan has not yet expired, or (D) is maintained under a prototype plan and may rely upon a favorable opinion letter issued by the Internal Revenue Service with respect to such prototype plan. To the best knowledge of the Borrower, nothing has occurred which would cause the loss of its reliance on each Qualified Plan’s favorable determination letter or opinion letterIRC. (ii) With respect to any Benefit Arrangement that is a retiree welfare benefit arrangement, all amounts have been accrued on the applicable ERISA Group’s financial statements in accordance with FASB ASC 715. (iii) Except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: (i) no ERISA Event has occurred or is expected to occur; (ii) there are no pending, or to the knowledge of a Responsible Officer of the Borrower, threatened, claims, actions or lawsuits or other action by any Governmental Authority, plan participant or beneficiary with respect to a Benefit Arrangement; (iii) there are no violations of the fiduciary responsibility rules with respect to any Benefit Arrangement; and (iv) no member of the ERISA Group has engaged in a non-exempt “prohibited transaction,” as defined in Section 406 of ERISA and Section 4975 of the Internal Revenue Code, in connection with any Plan, that would subject any member of the ERISA Group to a tax on prohibited transactions imposed by Section 502(i) of ERISA or Section 4975 of the Internal Revenue Code.

ERISA. (ia) Except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, each Benefit Arrangement is in compliance with the applicable provisions of ERISA, the Internal Revenue Code and other Applicable Laws. Except with respect to Multiemployer Plans, each Qualified Plan (A) has received a favorable determination from the Internal Revenue Service applicable to such Qualified Plan’s current remedial amendment cycle (as defined in Revenue Procedure 2007-44 or “2007-44” for short), (B) has timely filed for a favorable determination letter from the Internal Revenue Service during its staggered remedial amendment cycle (as defined in 2007-44) and such application is currently being processed by the Internal Revenue Service, (C) had filed for a determination letter prior to its “GUST remedial amendment period” (as defined in 2007-44) and received such determination letter and the staggered remedial amendment cycle first following the GUST remedial amendment period for such Qualified Plan has not yet expired, or (D) is maintained under a prototype plan and may rely upon a favorable opinion letter issued by the Internal Revenue Service with respect to such prototype plan. To the best knowledge of the Borrower, nothing has occurred which would cause the loss of its reliance on each Qualified Plan’s favorable determination letter or opinion letter. (ii) With respect to any Benefit Arrangement that is a retiree welfare benefit arrangement, all amounts have been accrued on the applicable ERISA Group’s financial statements in accordance with FASB ASC 715. (iii) Except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: (i) no No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other ERISA Events for which liability is reasonably expected to occur; , could reasonably be expected to result in a Material Adverse Effect. The present value of all accumulated benefit obligations of all underfunded Plans, other than the portion of the underfunding of any Plan described in Section 4063 of ERISA that is attributable to contributing sponsors under such Plan that are not under common control with the Company or any Subsidiary (based on an allocation of such liability consistent with the procedures set forth in Section 4063(b) of ERISA) (based on the assumptions used for purposes of FASB ASC Topic 715) did not, as of the date of the most recent financial statements of the Company reflecting such amounts, exceed by more than $50,000,000 the fair market value of the assets of all such underfunded Plans. The Company and each Subsidiary has complied in all material respects with all applicable laws and regulations relating to employee benefit plans. (b) Except as set forth in Schedule 3.10(b) and except as could not reasonably be expected to result in a Material Adverse Effect, with respect to each employee benefit plan, program, or other arrangement providing compensation or benefits to any employee or former employee of the Company, any of its Subsidiaries or any Affiliate, which is subject to the laws of any jurisdiction outside of the United States (the “Foreign Plans”): (i) such Foreign Plan has been and will be maintained in all respects in accordance with all applicable requirements and all applicable laws, (ii) there are no pendingif intended to qualify for special tax treatment, or to the knowledge of a Responsible Officer of the Borrowersuch Foreign Plan meets and will meet all requirements for such treatment, threatened, claims, actions or lawsuits or other action by any Governmental Authority, plan participant or beneficiary with respect to a Benefit Arrangement; (iii) there are no violations of the fiduciary responsibility rules with respect if intended or required to any Benefit Arrangement; be funded and/or book-reserved, such Foreign Plan is and will be fully funded and/or book-reserved, as appropriate, based upon reasonable actuarial assumptions, and (iv) no member liability exists, shall exist or reasonably could be imposed, upon the assets of the ERISA Group has engaged in a non-exempt “prohibited transaction,” as defined in Section 406 Company, any of ERISA and Section 4975 its Subsidiaries or any Affiliate by reason of the Internal Revenue Code, in connection with any such Foreign Plan, that would subject any member of the ERISA Group to a tax on prohibited transactions imposed by Section 502(i) of ERISA or Section 4975 of the Internal Revenue Code.

ERISA. (i) Except Except, in each case, as could not reasonably be expectednot, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectresult in liability to the Borrower and its Subsidiaries in an aggregate amount exceeding $7,500,000, each Benefit Arrangement Plan is in substantial compliance in form and operation with its terms and with ERISA and the Code (including, without limitation, the Code provisions compliance with the which is necessary for any intended favorable tax treatment) and all other applicable provisions of ERISA, the Internal Revenue Code laws and other Applicable Lawsregulations. Except with respect to Multiemployer Plans, each Qualified Each Plan (Aand each related trust, if any) which is intended to be qualified under Section 401(a) of the Code has received a favorable determination from the Internal Revenue Service applicable to such Qualified Plan’s current remedial amendment cycle (as defined in Revenue Procedure 2007-44 or “2007-44” for short), (B) has timely filed for a favorable determination letter from the Internal Revenue Service during its staggered remedial amendment cycle (as defined in 2007-44IRS to the effect that it meets the requirements of Sections 401(a) and such application is currently being processed by 501(a) of the Internal Revenue Service, (C) had filed for a determination letter prior to its “GUST remedial amendment period” (as defined in 2007-44) and received such determination letter and the staggered remedial amendment cycle first following the GUST remedial amendment period for such Qualified Plan has not yet expiredCode covering all applicable tax law changes, or (D) is maintained under comprised of a master or prototype plan and may rely upon that has received a favorable opinion letter issued by from the Internal Revenue Service IRS, and nothing has occurred since the date of such determination that would adversely affect such determination (or, in the case of a Plan with respect to such prototype plan. To the best knowledge of the Borrowerno determination, nothing has occurred which that would cause adversely affect the loss issuance of its reliance on each Qualified Plan’s a favorable determination letter or opinion letter. (ii) With respect to any Benefit Arrangement that is a retiree welfare benefit arrangement, all amounts have been accrued on the applicable ERISA Group’s financial statements in accordance with FASB ASC 715. (iii) Except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: (i) no otherwise adversely affect such qualification). No ERISA Event has occurred or is reasonably expected to occur; . There exists no Unfunded Pension Liability with respect to any Plan. None of the Borrower, any of its Subsidiaries or any ERISA Affiliate is making or accruing an obligation to make contributions, or has, within any of the five (ii5) there calendar years immediately preceding the date this assurance is given or deemed given, made or accrued an obligation to make, contributions to any Multiemployer Plan. There are no pendingactions, suits or claims pending against or involving a Plan (other than routine claims for benefits) or, to the knowledge of the Borrower, any of its Subsidiaries or any ERISA Affiliate, threatened, which would reasonably be expected to be asserted successfully against any Plan and, if so asserted successfully, would reasonably be expected either singly or in the aggregate to result in liability to any Borrower or any of their Subsidiaries. The Borrower, each of its Subsidiaries and each ERISA Affiliate have made all contributions to or under each Plan and Multiemployer Plan required by law within the applicable time limits prescribed thereby, by the terms of such Plan or Multiemployer Plan, respectively, or by any contract or agreement requiring contributions to a Responsible Officer Plan or Multiemployer Plan. No Plan which is subject to Section 412 of the Code or Section 302 of ERISA has applied for or received an extension of any amortization period within the meaning of Section 412 of the Code or Section 303 or 304 of ERISA. None of the Borrower, threatenedany of its Subsidiaries or any ERISA Affiliate have ceased operations at a facility so as to become subject to the provisions of Section 4068(a) of ERISA, claimswithdrawn as a substantial employer so as to become subject to the provisions of Section 4063 of ERISA or ceased making contributions to any Plan subject to Section 4064(a) of ERISA to which it made contributions. Each Non-U.S. Plan has been maintained in compliance with its terms and with the requirements of any and all applicable laws, actions statutes, rules, regulations and orders and has been maintained, where required, in good standing with applicable regulatory authorities, except as would not reasonably be expected to result in liability to the Borrower or lawsuits or other action by any Governmental Authority, plan participant or beneficiary of its Subsidiaries. All contributions required to be made with respect to a Benefit Arrangement; (iii) there are no violations Non-U.S. Plan have been timely made. Neither the Borrower nor any of the fiduciary responsibility rules with respect to its Subsidiaries has incurred any Benefit Arrangement; and (iv) no member of the ERISA Group has engaged in a non-exempt “prohibited transaction,” as defined in Section 406 of ERISA and Section 4975 of the Internal Revenue Code, obligation in connection with the termination of, or withdrawal from, any Non-U.S. Plan. The present value of the accrued benefit liabilities (whether or not vested) under each Non-U.S. Plan, that would subject any member determined as of the ERISA Group to a tax on prohibited transactions imposed by Section 502(i) of ERISA or Section 4975 end of the Internal Revenue CodeBorrower’s most recently ended Fiscal Year on the basis of reasonable actuarial assumptions, did not exceed the current value of the assets of such Non-U.S. Plan allocable to such benefit liabilities.

ERISA. (i) Except as could not reasonably be expectedwould not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (A) each Benefit Arrangement “employee benefit plan” (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) for which the ▇▇▇▇ Entities or any member of their “Controlled Group” (defined as any organization which is in compliance with a member of a controlled group of corporations within the applicable provisions meaning of ERISA, Section 414 of the Internal Revenue Code and other Applicable Laws. Except with respect to Multiemployer Plansof 1986, as amended (the “Code”)) would have any liability (each Qualified Plan (Aa “Plan”) has received a favorable determination from been maintained in material compliance with its terms and with the Internal Revenue Service applicable to such Qualified Plan’s current remedial amendment cycle (as defined in Revenue Procedure 2007-44 or “2007-44” for short), requirements of ERISA and the Code including the regulations and published governmental interpretations thereunder; (B) has timely filed for a favorable determination letter from the Internal Revenue Service during its staggered remedial amendment cycle (as defined in 2007-44) and such application is currently being processed by the Internal Revenue Service, (C) had filed for a determination letter prior to its no “GUST remedial amendment periodreportable event” (as defined in 2007-44Section 4043(c) and received such determination letter and the staggered remedial amendment cycle first following the GUST remedial amendment period for such Qualified Plan has not yet expired, or (DERISA) is maintained under a prototype plan and may rely upon a favorable opinion letter issued by the Internal Revenue Service with respect to such prototype plan. To the best knowledge of the Borrower, nothing has occurred which would cause the loss of its reliance on each Qualified Plan’s favorable determination letter or opinion letter. (ii) With respect to any Benefit Arrangement that is a retiree welfare benefit arrangement, all amounts have been accrued on the applicable ERISA Group’s financial statements in accordance with FASB ASC 715. (iii) Except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: (i) no ERISA Event has occurred or is expected to occur; (ii) there are no pending, or to the knowledge of a Responsible Officer of the Borrower, threatened, claims, actions or lawsuits or other action by any Governmental Authority, plan participant or beneficiary with respect to a Benefit Arrangement; (iii) there are no violations of the fiduciary responsibility rules with respect to any Benefit ArrangementPlan subject to Title IV of ERISA for which any Partnership Entity would have any liability, excluding any reportable event for which a waiver could apply; and (ivC) no member of the ERISA Group has engaged in a non-exempt “prohibited transaction,” as defined in , within the meaning of Section 406 of ERISA and Section 4975 of the Internal Revenue Code, in connection with any Plan, that would subject any member of the ERISA Group to a tax on prohibited transactions imposed by Section 502(i) of ERISA or Section 4975 of the Code, has occurred with respect to any Plan, excluding transactions effected pursuant to a statutory or administrative exemption; (D) no Partnership Entity has incurred, nor does any such entity reasonably expect to incur, liability under (1) Title IV of ERISA with respect to termination of, or withdrawal from, any Plan subject to Title IV of ERISA or (2) Sections 412 or 4971 of the Code, with respect to any Plan subject to Title IV of ERISA; (E) each Plan for which any Partnership Entity would have any liability that is intended to be qualified under Section 401(a) of the Code is the subject of a favorable determination or opinion letter from the Internal Revenue CodeService to the effect that it is so qualified, to knowledge of the ▇▇▇▇ Entities, and nothing has occurred, whether by action or by failure to act, which could reasonably be expected to cause the loss of such qualification; and (F) no Partnership Entity has incurred any unpaid liability to the Pension Benefit Guaranty Corporation (other than for payment of premiums in the ordinary course of business).

ERISA. (ia) Except as could not reasonably Each Plan which is intended to be expected, individually or in qualified under Section 401(a) of the aggregate, to have a Material Adverse Effect, each Benefit Arrangement is in compliance with the applicable provisions of ERISA, the Internal Revenue Code and other Applicable Laws. Except with respect to Multiemployer Plans, each Qualified Plan (A) has received a favorable determination from the Internal Revenue Service applicable to such Qualified Plan’s current remedial amendment cycle (as defined in Revenue Procedure 2007-44 or “2007-44” for short), (B) has timely filed for a favorable determination letter from the Internal Revenue Service during its staggered remedial amendment cycle (as defined in 2007-44IRS to the effect that it meets the requirements of Section 401(a) and such application is currently being processed by of the Internal Revenue Service, (C) had filed for a determination letter prior to its “GUST remedial amendment period” (as defined in 2007-44) and received such determination letter and the staggered remedial amendment cycle first following the GUST remedial amendment period for such Qualified Plan has not yet expiredCode, or (D) is maintained under comprised of a master or prototype plan and may rely upon that has received a favorable opinion letter issued by from the Internal Revenue Service with respect IRS and, to such prototype plan. To the best knowledge of Holdings or the Borrower, nothing has occurred which would cause since the loss date of its reliance on each Qualified Plan’s favorable such determination letter or opinion letter. (ii) With respect to any Benefit Arrangement letter that is a retiree welfare benefit arrangement, all amounts have been accrued on the applicable ERISA Group’s financial statements in accordance with FASB ASC 715. (iii) would adversely affect such qualification. Except as could would not reasonably be expected, individually or expected to result in the aggregate, to have a Material Adverse Effect: , (i) each Plan is in compliance in form and operation with its terms and with ERISA and the Code (including, without limitation, the Code provisions compliance with which is necessary for any intended favorable tax treatment) and all other applicable laws and regulations, (ii) no ERISA Event has occurred or, to the knowledge of Holdings or the Borrower, is reasonably expected to occur; (iiiii) there exists no Unfunded Pension Liability with respect to any Plan; (iv) there are no pendingactions, suits or claims pending against or involving a Plan (other than routine claims for benefits) or, to the knowledge of a Responsible Officer of Holdings, the Borrower, any of their respective Subsidiaries or any ERISA Affiliate, threatened; and (v) none of Holdings, claimsany of its Subsidiaries or any ERISA Affiliate has, actions within the past five (5) calendar years, ceased operations at a facility so as to become subject to the provisions of Section 4068(a) of ERISA, withdrawn as a substantial employer so as to become subject to the provisions of Section 4063 of ERISA or lawsuits ceased making contributions to any Plan subject to Section 4064(a) of ERISA to which it made contributions. None of Holdings, any of its Subsidiaries or other action by any Governmental AuthorityERISA Affiliate is, plan participant has or beneficiary had, within any of the five (5) calendar years immediately preceding the date this assurance is given or deemed given, made or been required to make contributions to any Multiemployer Plan. (b) Except as would not reasonably be expected to result in a Material Adverse Effect, (i) each Non-U.S. Plan has been maintained in compliance with respect to a Benefit Arrangementits terms and with the requirements of any and all applicable laws, statutes, rules, regulations and orders and has been maintained, where required, in good standing with applicable regulatory authorities; (ii) neither Holdings nor any of its Subsidiaries has incurred any obligation in connection with the termination of, or withdrawal from, any Non-U.S. Plan; and (iii) there are no violations the present value of the fiduciary responsibility rules with respect to any Benefit Arrangement; and accrued benefit liabilities (ivwhether or not vested) no member under each Non-U.S. Plan, determined as of the ERISA Group has engaged in a non-exempt “prohibited transaction,” as defined in Section 406 end of ERISA and Section 4975 Holdings’ most recently ended fiscal year on the basis of reasonable actuarial assumptions, did not exceed the current value of the Internal Revenue Code, in connection with any Plan, that would subject any member assets of the ERISA Group such Non-U.S. Plan allocable to a tax on prohibited transactions imposed by Section 502(i) of ERISA or Section 4975 of the Internal Revenue Codesuch benefit liabilities.

ERISA. (a) Neither Iron Mountain nor any Iron Mountain Subsidiary (which for purposes of this Section 4.10 shall include any ERISA Affiliate with respect to any Plan subject to Title IV of ERISA) contributes to any Plan or sponsors any Plan or Benefit Arrangement or, within the past five years, has contributed to or sponsored any Plan intended to comply with Section 401 of the Code, except as set forth in Section 4.10(a) of the Iron Mountain Disclosure Schedule. As to all Plans and Benefit Arrangements listed in Section 4.10(a) of the Iron Mountain Disclosure Schedule, and except as disclosed in such Section 4.10(a) of the Iron Mountain Disclosure Schedule: (i) Except as could not reasonably be expected, individually or all such Plans and Benefit Arrangements substantially comply and have been administered in the aggregate, to have a Material Adverse Effect, each Benefit Arrangement is all material respects in compliance form and in operation with the applicable provisions of ERISA, the Internal Revenue Code and other all Applicable Laws. Except , all required returns (including without limitation information returns) have been prepared in all material respects in accordance with all Applicable Laws and have been timely filed with any Authority with respect to Multiemployer Plansany such Plan or Benefit Arrangement, each Qualified Plan (A) and neither Iron Mountain nor any Iron Mountain Subsidiary has received any outstanding written notice from any Authority questioning or challenging such compliance; (ii) except as described in Section 4.10(a)(ii) of the Iron Mountain Disclosure Schedule, all such Plans maintained or previously maintained by Iron Mountain or any Iron Mountain Subsidiary that are or were intended to comply with Section 401 of the Code comply and complied in all material respects in form and in operation with all applicable requirements of such Section, a favorable determination letter has been received from the Internal Revenue Service applicable with respect to each such Qualified Plan’s current remedial amendment cycle (as defined in Revenue Procedure 2007-44 Plan or “2007-44” for short), (B) has timely filed for a favorable determination letter from the Internal Revenue Service during its staggered remedial amendment cycle (as defined in 2007-44) and such application sponsor of the Plan is currently being processed by the Internal Revenue Service, (C) had filed for a determination letter prior entitled to its “GUST remedial amendment period” (as defined in 2007-44) and received such determination letter and the staggered remedial amendment cycle first following the GUST remedial amendment period for such Qualified Plan has not yet expired, or (D) is maintained under a prototype plan and may rely upon on a favorable opinion letter issued to the prototype sponsor by the Internal Revenue Service with respect to each such prototype plan. To Plan or an application for a favorable determination letter is pending with the best knowledge of the BorrowerInternal Revenue Service, nothing and no event has occurred which will or would cause reasonably be expected to give rise to disqualification of any such Plan under such Section or to a tax under Section 511 of the loss of its reliance on each Qualified Plan’s favorable determination letter or opinion letter. (ii) With respect to any Benefit Arrangement that is a retiree welfare benefit arrangement, all amounts have been accrued on the applicable ERISA Group’s financial statements in accordance with FASB ASC 715.Code; (iii) Except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: (i) no ERISA Event has occurred or is expected to occur; (ii) there are no pending, or to the knowledge of a Responsible Officer none of the Borrower, threatened, claims, actions assets of any such Plan are invested in employer securities or lawsuits or other action by any Governmental Authority, plan participant or beneficiary with respect to a Benefit Arrangement; (iii) there are no violations of the fiduciary responsibility rules with respect to any Benefit Arrangement; and employer real property; (iv) no member neither Iron Mountain nor any of the ERISA Group its Subsidiaries has engaged in a any non-exempt “prohibited transaction,” transactions (as defined described in Section 406 of ERISA and Section 4975 of the Internal Revenue Code, in connection with any Plan, that would subject any member of the ERISA Group to a tax on prohibited transactions imposed by Section 502(i) of ERISA or Section 4975 of the Internal Revenue Code) with respect to any such Plan; (v) there have been no acts or omissions by Iron Mountain or any Iron Mountain Subsidiary which have given rise to or would reasonably be expected to give rise to material fines, penalties, taxes or related charges under Sections 502(c), 502(i) or 4071 of ERISA or Chapter 43 of the Code for which Iron Mountain or any Iron Mountain Subsidiary may be liable; (vi) there are no material Claims (other than routine claims for benefits) pending or, to Iron Mountain's knowledge, threatened in writing involving such Plans or the assets of such Plans, except as set forth on Section 4.10(a)(vi) of the Iron Mountain Disclosure Schedule; (vii) except as described in Section 4.10(a)(vii) of the Iron Mountain Disclosure Schedule, no such Plan is subject to Title IV of ERISA, or if subject, there have been no "reportable events" (as described in Section 4043 of ERISA) as to which there is any material risk of termination of such Plan, and no steps have been taken to terminate any such Plan; (viii) neither Iron Mountain nor, to Iron Mountain's knowledge, any Iron Mountain Subsidiary nor any of their respective directors, officers, employees or any other fiduciary has committed any material breach of fiduciary responsibility imposed by ERISA that would subject Iron Mountain or any Iron Mountain Subsidiary or any of their respective directors, officers or employees to liability under ERISA; (ix) no such Plan which is subject to Part 3 of Subtitle B of Title I of ERISA or Section 412 of the Code had an accumulated funding deficiency (as defined in Section 302 of ERISA and Section 412 of the Code), whether or not waived, as of the last day of the most recently completed fiscal year of such Plan; (x) no material liability to the PBGC has been or is expected by Iron Mountain or any Iron Mountain Subsidiary to be incurred by Iron Mountain or any Iron Mountain Subsidiary with respect to any such Plan, and there has been no event or condition which presents a material risk of termination of any such Plan by the PBGC; and (xi) except as set forth in Section 4.10(a)(xi) of the Iron Mountain Disclosure Schedule (which entry, if applicable, shall indicate the present value of accumulated plan liabilities calculated in a manner consistent with FAS 106 and actual annual expense for such benefits for each of the last two (2) years) or pursuant to the provisions of COBRA, which provisions have been complied with in all material respects, neither Iron Mountain nor any Iron Mountain Subsidiary maintains any Plan that provides benefits described in Section 3(1) of ERISA to any former employees or retirees of Iron Mountain or any of its Subsidiaries. (b) Except as disclosed in Section 4.10(b) of the Iron Mountain Disclosure Schedule, neither Iron Mountain nor any Iron Mountain Subsidiary is or ever has been a party to any Multiemployer Plan or made contributions to any such plan.

ERISA. (i) Except as could not reasonably be expectedAll Company Benefit Plans have been administered in accordance, individually or and are in the aggregatecompliance, to have a Material Adverse Effect, each Benefit Arrangement is in compliance with the applicable provisions of ERISA, except where such failures to administer or comply would not have a Company Material Adverse Effect. Each of the Internal Revenue Company Benefit Plans which is intended to meet the requirements of Section 401(a) of the Code and other Applicable Laws. Except with respect to Multiemployer Plans, each Qualified Plan (A) has received a favorable determination from the Internal Revenue Service applicable to such Qualified Plan’s current remedial amendment cycle (as defined in Revenue Procedure 2007-44 or “2007-44” for short), (B) has timely filed for a favorable determination letter from the Internal Revenue Service during its staggered remedial amendment cycle (as defined in 2007-44) and such application is currently being processed by the Internal Revenue Service, (C) had filed for a determination letter prior to its “GUST remedial amendment period” (as defined in 2007-44) and received such determination letter and the staggered remedial amendment cycle first following the GUST remedial amendment period for such Qualified Plan has not yet expired, or (D) is maintained under a prototype plan and may rely upon a favorable opinion letter issued been determined by the Internal Revenue Service with respect to be "qualified," within the meaning of such prototype section of the Code, and the Company knows of no fact which is likely to have an adverse effect on the qualified status of such plans. None of the Company Benefit Plans which are defined benefit pension plans have incurred any "accumulated funding deficiency" (whether or not waived) as that term is defined in Section 412 of the Code and the fair market value of the assets of each such plan equal or exceed the accrued liabilities of such plan. To the best knowledge of the BorrowerCompany, nothing has occurred which would cause the loss of its reliance on each Qualified Plan’s favorable determination letter or opinion letter. (ii) With respect to any Benefit Arrangement that is a retiree welfare benefit arrangement, all amounts have been accrued on the applicable ERISA Group’s financial statements in accordance with FASB ASC 715. (iii) Except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: (i) no ERISA Event has occurred or is expected to occur; (ii) there are no pending, or to the knowledge of a Responsible Officer of the Borrower, threatened, claims, actions or lawsuits or other action by not now nor have there been any Governmental Authority, plan participant or beneficiary with respect to a Benefit Arrangement; (iii) there are no violations of the fiduciary responsibility rules with respect to any Benefit Arrangement; and (iv) no member of the ERISA Group has engaged in a non-exempt “"prohibited transactiontransactions,” " as such term is defined in Section 406 of ERISA and Section 4975 of the Internal Revenue CodeCode or Section 406 of ERISA, in connection with any Planinvolving the Company's Benefit Plans which could subject the Company, that would subject any member of its subsidiaries or Parent to the ERISA Group to a penalty or tax on prohibited transactions imposed by under Section 502(i) of ERISA or Section 4975 of the Internal Revenue Code. No Company Benefit Plan which is subject to Title IV of ERISA has been completely or partially terminated; no proceedings to completely or partially terminate any Company Benefit Plan have been instituted within the meaning of Subtitle C of said Title IV of ERISA; and no reportable event within the meaning of Section 4043(c) of said Subtitle C for which the 30-day notice requirement has been waived of ERISA has occurred with respect to any Company Benefit Plan. Neither the Company nor any of its subsidiaries has made a complete or partial withdrawal, within the meaning of Section 4201 of ERISA, from any multiemployer plan which has resulted in, or is reasonably expected to result in, any withdrawal liability to the Company or any of its subsidiaries except for any such liability which would not have a Company Material Adverse Effect. Neither the Company nor any of its subsidiaries has engaged in any transaction described in Section 4069 of ERISA within the last five years except for any such transaction which would not have a Company Material Adverse Effect.

ERISA. (ia) Except as No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could not reasonably be expected, individually expected to result in a liability in excess of the Threshold Amount. There is no Lien in favor of a Plan under Section 430(k) of the Code or in the aggregate, to have a Material Adverse Effect, each Section 303(k) of ERISA. (b) Each Employee Benefit Arrangement Plan is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other requirements of Applicable LawsLaw. Except with respect to Multiemployer Plans, each Qualified Plan (AI) has received a favorable determination from the Internal Revenue Service IRS applicable to such the Qualified Plan’s current remedial amendment cycle (as defined described in Revenue Procedure 2007-44 or “2007-44” for short), (BII) has timely filed for a favorable determination letter from the Internal Revenue Service IRS during its staggered remedial amendment cycle (as defined in 2007-44) and such application is currently being processed by the Internal Revenue ServiceIRS, (CIII) had has filed for a determination letter prior to its “GUST remedial amendment period” (as defined in 2007-44) and received such determination letter and the staggered remedial amendment cycle first following the GUST remedial amendment period for such Qualified Plan has not yet expired, expired or (DIV) is maintained under a prototype or volume submitter plan and may rely upon a favorable opinion or advisory letter issued by the Internal Revenue Service IRS with respect to such prototype or volume submitter plan. To the best knowledge of the Borrower, nothing No event has occurred which would cause the loss of its the Borrower’s or any ERISA Affiliate’s reliance on each the Qualified Plan’s favorable determination letter or opinion or advisory letter. (ii) With respect to any Benefit Arrangement that is a retiree welfare benefit arrangement, all amounts have been accrued on the applicable ERISA Group’s financial statements in accordance with FASB ASC 715. (iiic) Except as could would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: (i) no ERISA Event has occurred or is expected to occur; (ii) , there are no pending, pending or to the knowledge of a Responsible Officer best of the Borrower’s knowledge, threatened, threatened claims, actions or lawsuits or other action by any Governmental Authority, plan participant or beneficiary with respect to a Employee Benefit Arrangement; Plan. (iiid) Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, (i) there are no violations of the fiduciary responsibility rules with respect to any Employee Benefit Arrangement; Plan and (iv) no member of neither the Borrower nor ERISA Group Affiliate has engaged in a material non-exempt “prohibited transaction,” as defined in Section 406 of ERISA and Section 4975 of the Internal Revenue Code, Code in connection with any Employee Benefit Plan and (ii) no liability has been incurred by the Borrower or any ERISA Affiliate which remains unsatisfied for any taxes or penalties with respect to any Employee Benefit Plan or any Multiemployer Plan, that would subject any member of the ERISA Group to a tax on prohibited transactions imposed by Section 502(i) of ERISA or Section 4975 of the Internal Revenue Code.

ERISA. Each Plan and, to the best of the Company's knowledge, each Multiemployer Plan, complies in all material respects with all Requirements of Law and, (ia) Except as no Reportable Event for which the PBGC has not waived the 30-day notice requirement has occurred with respect to any Plan or, to the best of the Company's knowledge, any Multiemployer Plan; (b) no steps have been taken to terminate any Plan which could not result in the Company's making a contribution, or incurring a liability or obligation, to such Plan in excess of $10,000,000; no steps have been taken to appoint a receiver to administer any such Plan; to the best of the Company's knowledge, no steps have been taken to terminate or appoint a receiver to administer any Multiemployer Plan which could result in the Company's making a contribution, or incurring a liability or obligation, to such Multiemployer Plan in excess of $10,000,000; and neither the Company nor any Related Person has withdrawn from any such Multiemployer Plan or initiated steps to do so; (c) There is no Unfunded Vested Liability with respect to any Plan or, to the best of the Company's knowledge, any Multiemployer Plan, that would reasonably be expectedexpected to have, individually or in the aggregateevent of termination of such Plan or withdrawal from such Multiemployer Plan, a Material Adverse Effect; and (d) no contribution failure has occurred with respect to any Plan sufficient to give rise to a Lien under Section 302(f) of ERISA; no condition exists or event or transaction has occurred with respect to any Plan which would reasonably be expected to have a Material Adverse Effect; and neither the Company nor any of its Subsidiaries has any contingent liability with respect to any post-retirement benefit under a Welfare Plan, each Benefit Arrangement is other than liability for continuation coverage described in compliance with the applicable provisions Part 6 of Title I of ERISA, the Internal Revenue Code and other Applicable Laws. Except with respect to Multiemployer Plans, each Qualified Plan (A) has received a favorable determination from the Internal Revenue Service applicable to such Qualified Plan’s current remedial amendment cycle (as defined in Revenue Procedure 2007-44 or “2007-44” for short), (B) has timely filed for a favorable determination letter from the Internal Revenue Service during its staggered remedial amendment cycle (as defined in 2007-44) and such application is currently being processed by the Internal Revenue Service, (C) had filed for a determination letter prior to its “GUST remedial amendment period” (as defined in 2007-44) and received such determination letter and the staggered remedial amendment cycle first following the GUST remedial amendment period for such Qualified Plan has not yet expired, or (D) is maintained under a prototype plan and may rely upon a favorable opinion letter issued by the Internal Revenue Service with respect to such prototype plan. To the best knowledge of the Borrower, nothing has occurred which that would cause the loss of its reliance on each Qualified Plan’s favorable determination letter or opinion letter. (ii) With respect to any Benefit Arrangement that is a retiree welfare benefit arrangement, all amounts have been accrued on the applicable ERISA Group’s financial statements in accordance with FASB ASC 715. (iii) Except as could not reasonably be expected, individually or in the aggregate, expected to have a Material Adverse Effect: (i) no ERISA Event has occurred or is expected to occur; (ii) there are no pending, or to the knowledge of a Responsible Officer of the Borrower, threatened, claims, actions or lawsuits or other action by any Governmental Authority, plan participant or beneficiary with respect to a Benefit Arrangement; (iii) there are no violations of the fiduciary responsibility rules with respect to any Benefit Arrangement; and (iv) no member of the ERISA Group has engaged in a non-exempt “prohibited transaction,” as defined in Section 406 of ERISA and Section 4975 of the Internal Revenue Code, in connection with any Plan, that would subject any member of the ERISA Group to a tax on prohibited transactions imposed by Section 502(i) of ERISA or Section 4975 of the Internal Revenue Code.

ERISA. No Benefit Plan has incurred any material Accumulated Funding Deficiency whether or not waived. Neither the Company nor any member of the Controlled Group has incurred any material liability to the PBGC which remains outstanding other than the payment of premiums. Neither the Company nor any member of the Controlled Group has (i) Except as failed to make a required contribution or payment to a Multiemployer Plan of a material amount or (ii) incurred a material complete or partial withdrawal under Section 4203 or Section 4205 of ERISA from a Multiemployer Plan. Neither the Company nor any member of the Controlled Group has failed to make an installment or any other payment of a material amount required under Section 412 of the Code on or before the due date for such installment or other payment. There have been no and there is no Prohibited Transaction with respect to any Plan for which a statutory or administrative exemption does not exist which could not reasonably be expectedexpected to subject the Borrower or any of is Subsidiaries to material liability. Neither the Company nor any member of the Controlled Group has taken or failed to take any action which would constitute or result in a Termination Event, which action or inaction could reasonably be expected to subject the Company or any of its Subsidiaries to material liability. Neither the Company nor any member of the Controlled Group is subject to any material liability under, or has any potential material liability under, Section 4063, 4064, 4069, 4204 or 4212(c) of ERISA. With respect to any Foreign Employee Benefit Plan other than a Foreign Pension Plan, reasonable reserves have been established in accordance with prudent business practice or where required by ordinary accounting practices in the jurisdiction in which such plan is maintained. For purposes of this Section 6.9, "material" means any amount, noncompliance or other basis for liability which could reasonably be expected to subject the Company or any of its Subsidiaries to liability, individually or in the aggregate, to have a Material Adverse Effect, aggregate with each Benefit Arrangement is in compliance with the applicable provisions of ERISA, the Internal Revenue Code and other Applicable Laws. Except with respect to Multiemployer Plans, each Qualified Plan (A) has received a favorable determination from the Internal Revenue Service applicable to such Qualified Plan’s current remedial amendment cycle (as defined in Revenue Procedure 2007-44 or “2007-44” basis for short), (B) has timely filed for a favorable determination letter from the Internal Revenue Service during its staggered remedial amendment cycle (as defined in 2007-44) and such application is currently being processed by the Internal Revenue Service, (C) had filed for a determination letter prior to its “GUST remedial amendment period” (as defined in 2007-44) and received such determination letter and the staggered remedial amendment cycle first following the GUST remedial amendment period for such Qualified Plan has not yet expired, or (D) is maintained liability under a prototype plan and may rely upon a favorable opinion letter issued by the Internal Revenue Service with respect to such prototype plan. To the best knowledge of the Borrower, nothing has occurred which would cause the loss of its reliance on each Qualified Plan’s favorable determination letter or opinion letter. (ii) With respect to any Benefit Arrangement that is a retiree welfare benefit arrangement, all amounts have been accrued on the applicable ERISA Group’s financial statements in accordance with FASB ASC 715. (iii) Except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: (i) no ERISA Event has occurred or is expected to occur; (ii) there are no pending, or to the knowledge of a Responsible Officer of the Borrower, threatened, claims, actions or lawsuits or other action by any Governmental Authority, plan participant or beneficiary with respect to a Benefit Arrangement; (iii) there are no violations of the fiduciary responsibility rules with respect to any Benefit Arrangement; and (iv) no member of the ERISA Group has engaged in a non-exempt “prohibited transaction,” as defined in this Section 406 of ERISA and Section 4975 of the Internal Revenue Code6.9, in connection with any Plan, that would subject any member excess of the ERISA Group to a tax on prohibited transactions imposed by Section 502(i) of ERISA or Section 4975 of the Internal Revenue Code$25,000,000.

ERISA. (ia) Except as No ERISA Event has occurred or is reasonably expected to occur with respect to any Single Employer Plan, and each Plan is in compliance in form and operation with its terms and the applicable provisions of ERISA and the Code, except where such ERISA Event or non-compliance could not reasonably be expected, individually or in the aggregate, expected to have a Material Adverse Effect. Except as would not reasonably be expected to have a Material Adverse Effect, each Benefit Arrangement is in compliance with the applicable provisions of ERISA, the Internal Revenue Code and other Applicable Laws. Except with respect to Multiemployer Plans, each Qualified Plan (Aand each related trust, if any) which is intended to be qualified under Section 401(a) of the Code has received a favorable determination from the Internal Revenue Service applicable to such Qualified Plan’s current remedial amendment cycle (as defined in Revenue Procedure 2007-44 or “2007-44” for short), (B) has timely filed for a favorable determination letter from the Internal Revenue Service during its staggered remedial amendment cycle (as defined in 2007-44IRS to the effect that it meets the requirements of Sections 401(a) and such application 501(a) of the Code or is currently being processed by the Internal Revenue Service, (C) had filed for comprised of a determination letter prior to its “GUST remedial amendment period” (as defined in 2007-44) and received such determination letter and the staggered remedial amendment cycle first following the GUST remedial amendment period for such Qualified Plan has not yet expired, master or (D) is maintained under a prototype plan and may rely upon that has received a favorable opinion letter issued by from the Internal Revenue Service with respect to such prototype plan. To the best knowledge of the BorrowerIRS, and, nothing has occurred which since the date of such determination that would cause adversely affect such determination (or, in the loss case of its reliance on each Qualified Plan’s a Plan with no determination, nothing has occurred that would materially adversely affect the issuance of a favorable determination letter or opinion letterotherwise materially adversely affect such qualification). (ii) With respect to any Benefit Arrangement that is a retiree welfare benefit arrangement, all amounts have been accrued on the applicable ERISA Group’s financial statements in accordance with FASB ASC 715. (iiib) Except as could would not reasonably be expected, individually or in the aggregate, expected to have a Material Adverse Effect: , no (i1) no ERISA Event termination of a Single Employer Plan has occurred or is reasonably expected to occur, and no Lien against Holdings, the Borrower or any Commonly Controlled Entity in favor of the PBGC or a Single Employer Plan or a Multiemployer Plan has arisen during the past five years or is likely to arise; (ii2) there Single Employer Plan has applied for or received an extension of any amortization period, within the meaning of Section 412 of the Code or Section 303 or 304 of ERISA; (3) Group Member nor any Commonly Controlled Entity has ceased operations at a facility so as to become subject to the provisions of Section 4068(a) of ERISA, withdrawn as a substantial employer so as to become subject to the provisions of Section 4063 of ERISA or ceased making contributions to any Plan subject to Section 4064(a) of ERISA to which it made contributions; or (4) Group Member nor any Commonly Controlled Entity has any material liability under Section 4069 or 4212(c) of ERISA. (c) Except as would not reasonably be expected to result in a Material Adverse Effect, the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits. (d) No Group Member nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Group Member or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. (e) There are no pendingactions, suits or claims pending against or involving a Plan (other than routine claims for benefits) or, to the knowledge of a Responsible Officer of the Borrowerany Group Member or any Commonly Controlled Entity, threatened, claimswhich would reasonably be expected to be asserted successfully against any Plan and, actions if so asserted successfully, would reasonably be expected either singly or lawsuits in the aggregate to have a Material Adverse Effect. (f) Each Non-U.S. Pension Plans has been established, operated, administered and maintained in compliance with its terms and with the requirements of any and all laws, regulations and orders applicable thereto 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. All premiums, contributions, and any other amounts required by applicable Non-U.S. Pension Plan documents or other action by applicable laws have been paid or accrued as required, except for premiums, contributions and amounts that, in the aggregate for all such obligations, could not reasonably be expected to have a Material Adverse Effect. No Group Member has incurred any Governmental Authority, plan participant or beneficiary with respect to a Benefit Arrangement; (iii) there are no violations of the fiduciary responsibility rules with respect to any Benefit Arrangement; and (iv) no member of the ERISA Group has engaged in a non-exempt “prohibited transaction,” as defined in Section 406 of ERISA and Section 4975 of the Internal Revenue Code, obligation in connection with the termination of, or withdrawal from, any Non-U.S. Pension Plan except for obligations that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect. Except as would not be expected to result in a Material Adverse Effect, the present value of all accrued benefits under each Non-U.S. Pension Plan(based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits by more a material amount. (g) No Group Member is a Benefit Plan, that would subject any member and no Group Member will use “plan assets” (within the meaning of the ERISA Group to a tax on prohibited transactions imposed 29 CFR Section 2510.3-101, as modified by Section 502(i3(42) of ERISA ERISA, or Section 4975 otherwise) of one or more Benefit Plans in connection with the Internal Revenue Codetransactions contemplated hereby, the Loan Documents or otherwise.

ERISA. (i) Except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, each Benefit Arrangement is in compliance with the applicable provisions of ERISA, the Internal Revenue Code and other Applicable Laws. Except with respect to Multiemployer Plans, (i) each Qualified Plan (A) has received obtained a favorable determination from the Internal Revenue Service applicable to such Qualified Plan’s current remedial amendment cycle (as defined in Revenue Procedure 2007-44 or “2007-44” for short), (B) has timely filed for a favorable determination letter from the Internal Revenue Service during its staggered remedial amendment cycle (as defined in 2007-44) and such application is currently being processed issued by the Internal Revenue Service, (C) had filed for a determination letter prior to its “GUST remedial amendment period” (as defined in 2007-44) and received such determination letter and the staggered remedial amendment cycle first following the GUST remedial amendment period for such Qualified Plan has not yet expired, or (DB) is maintained under entitled to rely on a prototype plan and may rely upon a current, favorable opinion letter issued by the Internal Revenue Service Service, or (C) has a remedial amendment period that has not yet expired during which the Qualified Plan may be filed for a favorable determination letter with respect to all provisions of such prototype plan. To Qualified Plan, and (ii) to the best knowledge of the each Borrower, nothing has occurred which would could reasonably cause the loss of its reliance on each Qualified Plan’s favorable determination letter or opinion letter, except in the case of a compliance failure with respect to the Qualified Plan that is reasonably likely to result in a material liability to any of the Borrowers. (ii) With respect to any Benefit Arrangement that is a retiree welfare benefit arrangement, all amounts have been accrued on the applicable ERISA Group’s financial statements in accordance with FASB ASC 715. The “benefit obligation” of all Plans does not exceed the “fair market value of plan assets” for such Plans by more than $25,000,000 all as determined by and with such terms defined in accordance with FASB ASC 715. (iii) Except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: (i) no ERISA Event has occurred or is reasonably expected to occur; (ii) there are no pending, or to the best knowledge of a Responsible Officer of the each Borrower, threatened, claims, actions or lawsuits or other action by any Governmental Authority, plan participant or beneficiary with respect to a Benefit Arrangement; (iii) there are no violations of the fiduciary responsibility rules with respect to any Benefit Arrangement; and (iv) no member of the ERISA Group has engaged in a non-exempt “prohibited transaction,” as defined in Section 406 of ERISA and Section 4975 of the Internal Revenue Code, in connection with any Plan, that would subject any member of the ERISA Group to a tax on prohibited transactions imposed by Section 502(i) of ERISA or Section 4975 of the Internal Revenue Code.

ERISA. No Benefit Plan has failed to satisfy the “minimum funding standard” (ias defined in Sections 302(a)(2) Except as of ERISA and 412(a) of the Code) whether or not waived. Neither the Borrower nor any member of the Controlled Group has incurred any material liability to the PBGC which remains outstanding other than the payment of premiums. As of the last day of the most recent prior plan year, the market value of assets under each Benefit Plan, other than any Multiemployer Plan, was not less than the present value of benefit liabilities thereunder (determined in accordance with the actuarial valuation assumptions described therein) by an amount which could not reasonably be expected, individually or in the aggregate, expected to have a Material Adverse Effect, each Benefit Arrangement is in compliance with . Neither the applicable provisions Borrower nor any member of ERISA, the Internal Revenue Controlled Group has (a) failed to make a required contribution or payment to a Multiemployer Plan of a material amount or (b) incurred a material complete or partial withdrawal under Section 4203 or Section 4205 of ERISA from a Multiemployer Plan. Neither the Borrower nor any member of the Controlled Group has failed to make an installment or any other payment of a material amount required under Section 412 of the Code and other Applicable Laws. Except with respect to Multiemployer Plans, each Qualified Plan (A) has received a favorable determination from on or before the Internal Revenue Service applicable to such Qualified Plan’s current remedial amendment cycle (as defined in Revenue Procedure 2007-44 or “2007-44” for short), (B) has timely filed for a favorable determination letter from the Internal Revenue Service during its staggered remedial amendment cycle (as defined in 2007-44) and such application is currently being processed by the Internal Revenue Service, (C) had filed for a determination letter prior to its “GUST remedial amendment period” (as defined in 2007-44) and received such determination letter and the staggered remedial amendment cycle first following the GUST remedial amendment period due date for such Qualified Plan has not yet expired, installment or (D) is maintained under a prototype plan and may rely upon a favorable opinion letter issued by the Internal Revenue Service with respect to such prototype plan. To the best knowledge of the Borrower, nothing has occurred which would cause the loss of its reliance on each Qualified Plan’s favorable determination letter or opinion letterother payment. (iib) With respect to any Each Plan, Foreign Employee Benefit Arrangement that is a retiree welfare benefit arrangementPlan and Non-ERISA Commitment complies in all material respects in form, and has been administered in all amounts have been accrued on the applicable ERISA Group’s financial statements material respects in accordance with FASB ASC 715. (iii) Except as could its terms and, in accordance with all applicable laws and regulations, including but not reasonably be expected, individually limited to ERISA and the Code. There have been no and there is no prohibited transaction described in Sections 406 of ERISA or in the aggregate, to have a Material Adverse Effect: (i) no ERISA Event has occurred or is expected to occur; (ii) there are no pending, or to the knowledge of a Responsible Officer 4975 of the Borrower, threatened, claims, actions or lawsuits or other action by any Governmental Authority, plan participant or beneficiary with respect to a Benefit Arrangement; (iii) there are no violations of the fiduciary responsibility rules Code with respect to any Benefit Arrangement; and (iv) no member Plan for which a statutory or administrative exemption does not exist which could reasonably be expected to subject the Borrower or any of its Restricted Subsidiaries to material liability. Neither the ERISA Group has engaged in a non-exempt “prohibited transaction,” as defined in Section 406 of ERISA and Section 4975 of the Internal Revenue Code, in connection with any Plan, that would subject Borrower nor any member of the ERISA Controlled Group has taken or failed to take any action which would constitute or result in a tax on prohibited transactions imposed by Section 502(i) Termination Event, which action or inaction could reasonably be expected to subject the Borrower or any of ERISA or Section 4975 its Restricted Subsidiaries to material liability. Neither the Borrower nor any member of the Internal Revenue Code.Controlled Group is subject to any material liability under, or has any potential material liability under, Section 4063, 4064, 4069, 4204 or 4212(c)

ERISA. (ia) Except as With respect to each Employee Benefit Plan, including multiemployer plans within the meaning of ERISA Section 3(37) and all stock purchase, stock option, severance, employment, change-in-control, fringe benefit, collective bargaining, bonus, incentive, deferred compensation and other material employee benefit plans, agreements, programs, policies or other arrangements, whether or not subject to ERISA, whether formal or informal, under which any Company Employee has any present or future right to benefits, or which is maintained or contributed to by the Company or any of its Subsidiaries, or under which the Company or any of its Subsidiaries otherwise has any present or future liability (the “Company Benefit Plans”), individually and in the aggregate, no event has occurred and, to the Knowledge of the Company, there exists no condition or set of circumstances, in connection with which the Company or any of its Subsidiaries could not be subject to any liability that would reasonably be expectedexpected to have, individually or in the aggregate, to have a Material Adverse Effect, each Benefit Arrangement is in compliance with Effect on the applicable provisions of Company under ERISA, the Internal Revenue Code or any other applicable Law and other Applicable Laws. Except with respect to Multiemployer Plans, each Qualified Plan (A) has received a favorable determination from the Internal Revenue Service applicable to such Qualified Plan’s current remedial amendment cycle (as defined in Revenue Procedure 2007-44 or no nonexempt “2007-44” for short), (B) has timely filed for a favorable determination letter from the Internal Revenue Service during its staggered remedial amendment cycle (as defined in 2007-44) and such application is currently being processed by the Internal Revenue Service, (C) had filed for a determination letter prior to its “GUST remedial amendment periodprohibited transaction” (as defined in 2007-44) and received such determination letter and the staggered remedial amendment cycle first following the GUST remedial amendment period for such Qualified Plan has not yet expired, or (D) term is maintained under a prototype plan and may rely upon a favorable opinion letter issued by the Internal Revenue Service with respect to such prototype plan. To the best knowledge of the Borrower, nothing has occurred which would cause the loss of its reliance on each Qualified Plan’s favorable determination letter or opinion letter. (ii) With respect to any Benefit Arrangement that is a retiree welfare benefit arrangement, all amounts have been accrued on the applicable ERISA Group’s financial statements in accordance with FASB ASC 715. (iii) Except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: (i) no ERISA Event has occurred or is expected to occur; (ii) there are no pending, or to the knowledge of a Responsible Officer of the Borrower, threatened, claims, actions or lawsuits or other action by any Governmental Authority, plan participant or beneficiary with respect to a Benefit Arrangement; (iii) there are no violations of the fiduciary responsibility rules with respect to any Benefit Arrangement; and (iv) no member of the ERISA Group has engaged in a non-exempt “prohibited transaction,” as defined in Section 406 of ERISA and Section 4975 of the Internal Revenue Code, ) or “accumulated funding deficiency” (as such term is defined in connection with any Plan, that would subject any member Section 302 of ERISA and Section 412 of the ERISA Group Code (whether or not waived)) has occurred with respect to any Company Benefit Plan which would reasonably be expected to have, individually or in the aggregate, a tax Material Adverse Effect on prohibited transactions imposed by the Company. Any Company Benefit Plan that is intended to be qualified under Section 502(i401(a) of the Code has received a favorable determination letter from the IRS or is reasonably expected to receive a favorable determination letter from the IRS covering all of the material provisions applicable to the Company Benefit Plan for which determination letters are currently available that the Company Benefit Plan is so qualified. With respect to each Company Benefit Plan that is subject to Title IV or Section 302 of ERISA or Section 4975 412 or 4971 of the Internal Revenue Code, as of the date hereof: (i) no reportable event within the meaning of Section 4043(c) of ERISA for which the 30-day notice requirement has not been waived has occurred in the past six years; (ii) all premiums to the Pension Benefit Guaranty Corporation (the “PBGC”) have been timely paid in full; (iii) no material liability (other than for premiums to the PBGC) under Title IV of ERISA has been or is expected to be incurred by the Company or any of its Subsidiaries, and (iv) the PBGC has not instituted Proceedings to terminate any such Company Benefit Plan. (b) No Company Benefit Plan or Company Stock Plan exists that could (i) result in the payment to any Company Employee of any money or other property, (ii) accelerate or provide any other rights or benefits (including funding of compensation or benefits through a trust or otherwise) to any Company Employee, or (iii) limit or restrict the ability of the Company or its Subsidiaries to merge, amend or terminate any Company Benefit Plan, in each case, as a result of the execution of this Agreement or otherwise related in any way to the transactions contemplated by this Agreement; and no such payment would reasonably be expected to constitute a material parachute payment within the meaning of Code Section 280G. (c) Schedule 4.14(c) of the Company Disclosure Letter sets forth a list of (i) all material Company Benefit Plans and (ii) all Company Stock Plans. The Company has made available to Parent or its employees, consultants, agents, advisors, affiliates or other representatives true and complete copies of all material Company Benefit Plans and all Company Stock Plans. (d) All Company Options have been granted or assumed in accordance with the terms of the applicable Company Stock Plan and applicable Law (including, without limitation, Section 409A of the Code), with an exercise price at least equal to the fair market value of the underlying Common Stock on the date of any such grant, except for such failures, if any, to be so granted which would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect on the Company. (e) All contributions (including all employer contributions and employee salary reduction contributions) required to have been timely made under any of the Company Benefit Plans to any funds or trusts established thereunder or in connection therewith have been made by the due date thereof, other than a failure to make contributions that is not material. (f) None of the Company, its Subsidiaries or, to the Knowledge of the Company, any Company ERISA Affiliate is or has within the past six years been a participating or contributing employer in any “multiemployer plan” (as defined in Section 3(37) of ERISA), nor has the Company, any of its Subsidiaries or, to the Knowledge of the Company, any Company ERISA Affiliate incurred any withdrawal liability with respect to any multiemployer plan or any liability in connection with the termination or reorganization of any multiemployer plan.

ERISA. (ia) Except as No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could not reasonably be expectedexpected to result in a Material Adverse Effect. Except as, either individually or in the aggregate, has not had, and could not reasonably be expected to have result in, a Material Adverse Effect, the Borrower and its Subsidiaries and their ERISA Affiliates (i) have fulfilled their respective obligations under the minimum funding standards of ERISA and the Code with respect to each Benefit Arrangement is Plan and are in compliance with the applicable provisions of ERISAERISA and the Code, and (ii) have not incurred any liability to the Internal Revenue Code and other Applicable Laws. Except with respect to PBGC or any Plan or Multiemployer Plans, each Qualified Plan (A) has received a favorable determination from other than to make contributions in the Internal Revenue Service applicable to such Qualified Plan’s current remedial amendment cycle (as defined in Revenue Procedure 2007-44 or “2007-44” for shortordinary course of business), (B) has timely filed for a favorable determination letter from the Internal Revenue Service during its staggered remedial amendment cycle (as defined in 2007-44) and such application is currently being processed by the Internal Revenue Service, (C) had filed for a determination letter prior to its “GUST remedial amendment period” (as defined in 2007-44) and received such determination letter and the staggered remedial amendment cycle first following the GUST remedial amendment period for such Qualified Plan has not yet expired, or (D) is maintained under a prototype plan and may rely upon a favorable opinion letter issued by the Internal Revenue Service with respect to such prototype plan. To the best knowledge of the Borrower, nothing has occurred which would cause the loss of its reliance on each Qualified Plan’s favorable determination letter or opinion letter. (ii) With respect to any Benefit Arrangement that is a retiree welfare benefit arrangement, all amounts have been accrued on the applicable ERISA Group’s financial statements in accordance with FASB ASC 715. (iiib) Except as could not reasonably be expectedas, either individually or in the aggregate, has not had, and could not reasonably be expected to have result in, a Material Adverse Effect: , (i) no ERISA Event each Foreign Pension Plan has occurred or is expected to occur; been maintained in compliance with its terms and with the requirements of any and all applicable laws, statutes, rules, regulations and orders and has been maintained, where required, in good standing with applicable regulatory authorities, (ii) there are no pendingall contributions required to be made with respect to a Foreign Pension Plan have been timely made, (iii) neither the Borrower nor any of its Subsidiaries has incurred any obligation in connection with the termination of, or withdrawal from, any Foreign Pension Plan and (iv) the present value of the accrued benefit liabilities (whether or not vested) under each Foreign Pension Plan that is required to be funded, determined as of the end of the most recently ended Fiscal Year on the basis of actuarial assumptions, each of which is reasonable, did not exceed the current value of the assets of such Foreign Pension Plan allocable to such benefit liabilities. (c) None of the Borrower or any of its Subsidiaries is an entity deemed to hold “plan assets” (within the meaning of the Plan Asset Regulations), and to the knowledge of a Responsible Officer of the Borrower, threatened, claims, actions or lawsuits or other action by any Governmental Authority, plan participant or beneficiary with respect to a Benefit Arrangement; (iii) there are no violations none of the fiduciary responsibility rules with respect to any Benefit Arrangement; and (iv) no member execution, delivery or performance of the ERISA Group has engaged in transactions contemplated under this Agreement, including the making of any Loan and the issuance of any Letter of Credit hereunder, will give rise to a non-exempt “prohibited transaction,” as defined in transaction under Section 406 of ERISA and Section 4975 of the Internal Revenue Code, in connection with any Plan, that would subject any member of the ERISA Group to a tax on prohibited transactions imposed by Section 502(i) of ERISA or Section 4975 of the Internal Revenue Code.

ERISA. (i) Except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, each Each Benefit Arrangement is in compliance with the applicable provisions of ERISA, the Internal Revenue Code and other Applicable Laws, except where any failure to so comply could not reasonably be expected to have a Material Adverse Effect. Except with respect to Multiemployer Plans, each Qualified Plan (A) has received a favorable determination from the Internal Revenue Service applicable to such Qualified Plan’s current remedial amendment cycle (as defined in Revenue Procedure 2007-44 or “2007-44” for short), (B) has timely filed for a favorable determination letter from the Internal Revenue Service during its staggered remedial amendment cycle (as defined in 2007-44) and such application is currently being processed by the Internal Revenue Service, (C) had filed for a determination letter prior to its “GUST remedial amendment period” (as defined in 2007-44) and received such determination letter and the staggered remedial amendment cycle first following the GUST remedial amendment period for such Qualified Plan has not yet expired, or (D) is maintained under a prototype plan and may rely upon a favorable opinion letter issued by the Internal Revenue Service with respect to such prototype plan. To the best knowledge of PPI and the Borrower, nothing has occurred which would cause the loss of its reliance on each Qualified Plan’s favorable determination letter or opinion letter. (ii) With respect to any Benefit Arrangement that is a retiree welfare benefit arrangement, all material amounts have been accrued on the applicable ERISA Group’s financial statements in accordance with FASB ASC 715. The “benefit obligation” of all Plans does not exceed the “fair market value of plan assets” for such Plans by more than $10,000,000 all as determined by and with such terms defined in accordance with FASB ASC 715. (iii) Except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: (i) no ERISA Event has occurred or is expected to occur; (ii) there are no pending, or to the best knowledge of a Responsible Officer of PPI and the Borrower, threatened, claims, actions or lawsuits or other action by any Governmental Authority, plan participant or beneficiary with respect to a Benefit Arrangement; (iii) there are no violations of the fiduciary responsibility rules with respect to any Benefit Arrangement; and (iv) no member of the ERISA Group has engaged in a non-exempt “prohibited transaction,” as defined in Section 406 of ERISA and Section 4975 of the Internal Revenue Code, in connection with any Plan, that would subject any member of the ERISA Group to a tax on prohibited transactions imposed by Section 502(i) of ERISA or Section 4975 of the Internal Revenue Code.

ERISA. (i) Except No ERISA Plan Termination Event has occurred nor is reasonably expected to occur with respect to any ERISA Plan which would materially adversely affect the financial condition, properties, prospects or operations of the Borrower and its Subsidiaries taken as could not reasonably be expecteda whole, individually except as disclosed to the Lenders and consented to by the Majority Lenders in writing. Since the date of the most recent Schedule B (Actuarial Information) to the annual report of each such ERISA Plan (Form 5500 Series), there has been no material adverse change in the funding status of the ERISA Plans referred to therein, and no "prohibited transaction" (as defined in ERISA) has occurred with respect thereto that, singly or in the aggregateaggregate with all other "prohibited transactions" and after giving effect to all likely consequences thereof, would be reasonably expected to have a Material Adverse Effectmaterial adverse effect on the financial condition, properties, prospects or operations of the Borrower and its Subsidiaries taken as a whole. Neither the Borrower nor any of its ERISA Affiliates has incurred nor reasonably expects to incur any material withdrawal liability under ERISA to any ERISA Multiemployer Plan, except as disclosed to and consented by the Majority Lenders in writing. (ii) The Borrower and each Benefit Arrangement is member of the Controlled Group have fulfilled their obligations under the minimum funding standards of ERISA and the Code with respect to each Plan and are in compliance in all material respects with the applicable provisions of ERISA and the Code, and have not incurred any liability to the PBGC or a Plan under Title IV of ERISA, the Internal Revenue Code ; and other Applicable Laws. Except with respect to Multiemployer Plans, each Qualified Plan no "prohibited transaction" or "reportable event" (Aas such terms are defined in ERISA) has received a favorable determination from the Internal Revenue Service applicable to such Qualified Plan’s current remedial amendment cycle (as defined in Revenue Procedure 2007-44 or “2007-44” for short), (B) has timely filed for a favorable determination letter from the Internal Revenue Service during its staggered remedial amendment cycle (as defined in 2007-44) and such application is currently being processed by the Internal Revenue Service, (C) had filed for a determination letter prior to its “GUST remedial amendment period” (as defined in 2007-44) and received such determination letter and the staggered remedial amendment cycle first following the GUST remedial amendment period for such Qualified Plan has not yet expired, or (D) is maintained under a prototype plan and may rely upon a favorable opinion letter issued by the Internal Revenue Service with respect to such prototype plan. To the best knowledge of the Borrower, nothing has occurred which would cause the loss of its reliance on each Qualified Plan’s favorable determination letter or opinion letter. (ii) With respect to any Benefit Arrangement that is a retiree welfare benefit arrangement, all amounts have been accrued on the applicable ERISA Group’s financial statements in accordance with FASB ASC 715. (iii) Except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: (i) no ERISA Event has occurred or is expected to occur; (ii) there are no pending, or to the knowledge of a Responsible Officer of the Borrower, threatened, claims, actions or lawsuits or other action by any Governmental Authority, plan participant or beneficiary with respect to a Benefit Arrangement; (iii) there are no violations of the fiduciary responsibility rules with respect to any Benefit Arrangement; and (iv) no member of the ERISA Group has engaged in a non-exempt “prohibited transaction,” as defined in Section 406 of ERISA and Section 4975 of the Internal Revenue Code, in connection with any Plan, that would subject any member of the ERISA Group to a tax on prohibited transactions imposed by Section 502(i) of ERISA or Section 4975 of the Internal Revenue Code.

ERISA. (ia) Except as None of the employee benefit plans maintained at any time by the Company or the trusts created thereunder has engaged in a prohibited transaction which could not reasonably be expected, individually subject any such employee benefit plan or in the aggregate, trust to have a Material Adverse Effect, each Benefit Arrangement is in compliance with the applicable provisions of ERISA, the material tax or penalty on prohibited transactions imposed under Internal Revenue Code and other Applicable Laws. Except with respect to Multiemployer Plans, each Qualified Plan (A) has received a favorable determination from the Internal Revenue Service applicable to such Qualified Plan’s current remedial amendment cycle (as defined in Revenue Procedure 2007-44 Section 4975 or “2007-44” for short), (B) has timely filed for a favorable determination letter from the Internal Revenue Service during its staggered remedial amendment cycle (as defined in 2007-44) and such application is currently being processed by the Internal Revenue Service, (C) had filed for a determination letter prior to its “GUST remedial amendment period” (as defined in 2007-44) and received such determination letter and the staggered remedial amendment cycle first following the GUST remedial amendment period for such Qualified Plan has not yet expired, or (D) is maintained under a prototype plan and may rely upon a favorable opinion letter issued by the Internal Revenue Service with respect to such prototype plan. To the best knowledge of the Borrower, nothing has occurred which would cause the loss of its reliance on each Qualified Plan’s favorable determination letter or opinion letterERISA. (iib) With respect None of the employee benefit plans maintained at any time by the Company which are employee pension benefit plans and which are subject to Title IV of ERISA or the trusts created thereunder has been terminated so as to result in a material liability of the Company under ERISA nor has any such employee benefit plan of the Company incurred any material liability to the Pension Benefit Arrangement that is a retiree welfare benefit arrangementGuaranty Corporation established pursuant to ERISA, all amounts other than for required insurance premiums which have been accrued on paid or are not yet due and payable; the applicable ERISA Group’s financial statements in accordance with FASB ASC 715. (iii) Except as could Company has not reasonably be expected, individually withdrawn from or in the aggregate, caused a partial withdrawal to have a Material Adverse Effect: (i) no ERISA Event has occurred or is expected to occur; (ii) there are no pending, or to the knowledge of a Responsible Officer of the Borrower, threatened, claims, actions or lawsuits or other action by any Governmental Authority, plan participant or beneficiary with respect to a Benefit Arrangement; (iii) there are no violations of the fiduciary responsibility rules occur with respect to any Benefit ArrangementMulti-employer Plan resulting in any assessed and unpaid withdrawal liability; the Company has made or provided for all contributions to all such employee pension benefit plans which it maintains and (iv) no member which are required as of the ERISA Group end of the most recent fiscal year under each such plan; the Company has engaged not incurred any accumulated funding deficiency with respect to any such plan, whether or not waived; nor has there been (c) The present value of all vested accrued benefits under the employee pension benefit plans which are subject to Title IV or ERISA, maintained by the Company, did not, as of the most recent valuation date for each such plan, exceed the then current value of the assets of such employee benefit plans allocable to such benefits. (d) To the Company's knowledge, (i) each employee pension benefit plan subject to Title IV of ERISA, maintained by the Company, has been administered in a non-exempt “prohibited transaction,” as defined accordance with its terms in Section 406 all material respects and is in compliance in all material respects with all applicable requirements of ERISA and other applicable laws, regulations and rules, and (ii) the Company has filed in a timely manner with respect to all such plans those actuarial reports, annual reports and all other filings required by all such applicable requirements of ERISA and other applicable laws, regulations and rules, and the Company has delivered to BridgeStreet a copy of any such report filed since December 31, 1993. (e) As used in this Agreement, the terms "employee benefit plan", "employee pension benefit plan", "accumulated funding deficiency", "reportable event", and "accrued benefits" shall have the respective meanings assigned to them in ERISA, and the term "prohibited transactions" shall have the meaning assigned to it in Code Section 4975 and ERISA. (f) The Company has no liability not disclosed on any of the Internal Revenue CodeFinancial Statements, in connection with contingent or otherwise, under any Planplan or program or the equivalent for unfunded post-retirement benefits, that including pension, medical and death benefits, which liability would subject any member have a material adverse effect on the financial condition of the ERISA Group to a tax on prohibited transactions imposed by Section 502(i) of ERISA or Section 4975 of the Internal Revenue CodeCompany.

ERISA. The Parent shall not and shall not permit any ERISA Affiliate to: (ia) Except as could not do any of the following, which in the aggregate would reasonably be expected, individually or in the aggregate, expected to have a Material Adverse Effect: (i) engage in any transaction which it knows or has reason to know could result in a civil penalty assessed pursuant to Section 502(i) of ERISA or a tax imposed by Section 4975 of the Code; (ii) fail to make any payments when due to any Multiemployer Plan that the Parent or an ERISA Affiliate may be required to make under any agreement relating to such Multiemployer Plan, each Benefit Arrangement is or any law pertaining thereto; (iii) incur withdrawal liability under ERISA with respect to a Multiemployer Plan; (iv) voluntarily terminate or, in compliance with the applicable provisions case of a "substantial employer" as defined in Section 4001(a)(2) of ERISA, withdraw from any Plan if such termination or withdrawal could result in the Internal Revenue imposition of a Lien on the Parent or an ERISA Affiliate under Section 4068 of ERISA; (v) fail to make any required contribution when due to any Plan subject to Section 412(n) of the Code and other Applicable Laws. Except that with respect the passage of time would likely result in a Lien upon the properties or assets of the Parent or an ERISA Affiliate; (vi) adopt any amendment to Multiemployer Plansa Plan, each Qualified the effect of which is to increase the "current liability" under the Plan as defined in Section 302(d)(7) of ERISA; (Avii) has received act or fail to act, if, as a favorable determination from result thereof, an event similar to any of those referred to in clauses (i) to (vi) would likely occur under the Internal Revenue Service applicable laws of a foreign country; or (b) permit any Plan subject to such Qualified Plan’s current remedial amendment cycle Title IV of ERISA to have an accumulated funding deficiency (as defined in Revenue Procedure 2007-44 or “2007-44” for short), (BSection 302 of ERISA) has timely filed for a favorable determination letter from the Internal Revenue Service during its staggered remedial amendment cycle (as defined in 2007-44) and such application is currently being processed by the Internal Revenue Service, (C) had filed for a determination letter prior to its “GUST remedial amendment period” (as defined in 2007-44) and received such determination letter and the staggered remedial amendment cycle first following the GUST remedial amendment period for such Qualified Plan has not yet expired, or (D) is maintained under a prototype plan and may rely upon a favorable opinion letter issued by the Internal Revenue Service with respect to such prototype plan. To the best knowledge of the Borrower, nothing has occurred which would cause end of any Fiscal Year of the loss of its reliance on each Qualified Plan’s favorable determination letter or opinion letter.; or (iic) With respect permit the adoption, implementation or amendment of any unfunded deferred compensation agreement or other arrangement of a similar nature irrespective of whether subject to any Benefit Arrangement that is a retiree welfare benefit arrangement, all amounts have been accrued on the applicable funding requirements of ERISA Group’s financial statements in accordance with FASB ASC 715. (iii) Except as which could not reasonably be expected, individually or in the aggregate, expected to have a Material Adverse Effect: (i) no ERISA Event has occurred or is expected to occur; (ii) there are no pending, or to the knowledge of a Responsible Officer of the Borrower, threatened, claims, actions or lawsuits or other action by any Governmental Authority, plan participant or beneficiary with respect to a Benefit Arrangement; (iii) there are no violations of the fiduciary responsibility rules with respect to any Benefit Arrangement; and (iv) no member of the ERISA Group has engaged in a non-exempt “prohibited transaction,” as defined in Section 406 of ERISA and Section 4975 of the Internal Revenue Code, in connection with any Plan, that would subject any member of the ERISA Group to a tax on prohibited transactions imposed by Section 502(i) of ERISA or Section 4975 of the Internal Revenue Code.

ERISA. (ia) Except as could not reasonably be expected, individually or in Each of the aggregate, to have a Material Adverse Effect, each Benefit Arrangement Credit Parties and its ERISA Affiliates is in compliance with the applicable provisions of ERISA, and each Plan is and has been administered in compliance with all applicable Requirements of Law, including, without limitation, the applicable provisions of ERISA and the Internal Revenue Code and other Applicable Laws. Except with respect Code, except where the failure so to Multiemployer Plans, each Qualified Plan (A) has received a favorable determination from the Internal Revenue Service applicable to such Qualified Plan’s current remedial amendment cycle (as defined in Revenue Procedure 2007-44 or “2007-44” for short), (B) has timely filed for a favorable determination letter from the Internal Revenue Service during its staggered remedial amendment cycle (as defined in 2007-44) and such application is currently being processed by the Internal Revenue Service, (C) had filed for a determination letter prior to its “GUST remedial amendment period” (as defined in 2007-44) and received such determination letter and the staggered remedial amendment cycle first following the GUST remedial amendment period for such Qualified Plan has not yet expired, or (D) is maintained under a prototype plan and may rely upon a favorable opinion letter issued by the Internal Revenue Service with respect to such prototype plan. To the best knowledge of the Borrower, nothing has occurred which comply would cause the loss of its reliance on each Qualified Plan’s favorable determination letter or opinion letter. (ii) With respect to any Benefit Arrangement that is a retiree welfare benefit arrangement, all amounts have been accrued on the applicable ERISA Group’s financial statements in accordance with FASB ASC 715. (iii) Except as could not reasonably be expectednot, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect: . No ERISA Event (i) no ERISA Event has occurred or is expected within the five (5) year period prior to occur; the Closing Date, (ii) there are no pendinghas occurred and is continuing, or (iii) to the knowledge of a Responsible Officer of the Borrower, threatened, claims, actions or lawsuits or other action by any Governmental Authority, plan participant or beneficiary with respect is reasonably expected to a Benefit Arrangement; (iii) there are no violations of the fiduciary responsibility rules occur with respect to any Benefit Arrangement; and Plan, in each case under clauses (ivi) no member through (iii) above except to the extent the same would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect. No Plan has any Unfunded Pension Liability as of the most recent annual valuation date applicable thereto, and none of the Credit Parties nor any of their respective ERISA Group Affiliates has engaged in a non-exempt “prohibited transaction,” as defined transaction that could be subject to Section 4069 or 4212(c) of ERISA, other than any such liabilities or transactions that would not, individually or in Section 406 of ERISA and Section 4975 the aggregate, be reasonably likely to have a Material Adverse Effect. (b) None of the Internal Revenue Code, in connection with Credit Parties nor any of their respective ERISA Affiliates has had a complete or partial withdrawal from any Multiemployer Plan, that would subject any member and none of the Credit Parties nor any of their respective ERISA Group Affiliates would become subject to a tax on prohibited transactions imposed by Section 502(i) of any liability under ERISA if any such Credit Party or Section 4975 ERISA Affiliate were to withdraw completely from all Multiemployer Plans as of the Internal Revenue Codemost recent valuation date except where such withdrawal or liability would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect. No Multiemployer Plan is in “reorganization” or is “insolvent” within the meaning of such terms under ERISA except where such reorganization or insolvency would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect.

ERISA. (ia) Except as could not The Borrower and each of its ERISA Affiliates have operated the Employee Benefit Plans in compliance with their terms and with all applicable provisions and requirements of the Code, ERISA and all other Applicable Laws and have performed all their respective obligations under such plan. (b) Each Employee Benefit Plan has been determined by the IRS to be so qualified or is in the process of being submitted to the IRS for approval or will be so submitted during the applicable remedial amendment period, and, nothing has occurred since the date of such determination that would adversely affect such determination (or, in the case of an Employee Benefit Plan with no determination, nothing has occurred that would materially adversely affect such qualification). (c) There exists no Unfunded Pension Liabilities with respect to Employee Benefit Plans in the aggregate, taking into account only Employee Benefit Plans with positive Unfunded Pension Liabilities. (d) There are no Adverse Proceedings pending against or threatened involving an Employee Benefit Plan (other than routine claims for benefits) or, any Borrower Party or any ERISA Affiliate, which would reasonably be expected to be asserted successfully against any Employee Benefit Plan and, if so asserted successfully, would reasonably be expected, individually either singly or in the aggregate, to have a Material Adverse Effect, each Benefit Arrangement is in compliance with the applicable provisions of ERISA, the Internal Revenue Code and other Applicable Laws. Except with respect to Multiemployer Plans, each Qualified Plan (A) has received a favorable determination from the Internal Revenue Service applicable to such Qualified Plan’s current remedial amendment cycle (as defined in Revenue Procedure 2007-44 or “2007-44” for short), (B) has timely filed for a favorable determination letter from the Internal Revenue Service during its staggered remedial amendment cycle (as defined in 2007-44) and such application is currently being processed by the Internal Revenue Service, (C) had filed for a determination letter prior to its “GUST remedial amendment period” (as defined in 2007-44) and received such determination letter and the staggered remedial amendment cycle first following the GUST remedial amendment period for such Qualified Plan has not yet expired, or (D) is maintained under a prototype plan and may rely upon a favorable opinion letter issued by the Internal Revenue Service with respect to such prototype plan. To the best knowledge of the Borrower, nothing has occurred which would cause the loss of its reliance on each Qualified Plan’s favorable determination letter or opinion letter. (iie) With respect to any Benefit Arrangement that is a retiree welfare benefit arrangement, all amounts have been accrued on the applicable ERISA Group’s financial statements in accordance with FASB ASC 715. (iii) Except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: (i) no No ERISA Event has occurred or is reasonably expected to occur. (f) Except to the extent required under Section 4980B of the Code or comparable state law, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of the Borrower or any ERISA Affiliate. (g) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereunder (or the exercise by DOE of its rights under this Agreement) will not involve any non-exempt transaction that is subject to the prohibitions of Section 406 of ERISA or in connection with which taxes could be imposed pursuant to Section 4975(c)(1)(A)-(D) of the Code. (i) The assets of the Borrower do not and will not constitute: (A) “plan assets” within the meaning of Section 3(42) of ERISA and DOL Regulations set forth in 29 C.F.R. 2510.3-101; or (B) the assets of any governmental, church, non-U.S. or other plan (“Similar Law Plan”); and (ii) there transactions by or with the Borrower are no pending, or not and will not be subject to state statutes applicable to the knowledge Borrower regulating investments of a Responsible Officer of the Borrower, threatened, claims, actions or lawsuits or other action by any Governmental Authority, plan participant or beneficiary with respect to a Benefit Arrangement; (iii) there are no violations of the fiduciary responsibility rules fiduciaries with respect to any Benefit Arrangement; and Similar Law Plan. (ivi) no member Neither any Borrower Party nor any ERISA Affiliate has ceased operations at a facility so as to become subject to the provisions of Section 4068(a) of ERISA, withdrawn as a substantial employer so as to become subject to the ERISA Group has engaged in a non-exempt “prohibited transaction,” as defined in provisions of Section 406 4063 of ERISA and or ceased making contributions to any Employee Benefit Plan subject to Section 4975 of the Internal Revenue Code, in connection with any Plan, that would subject any member of the ERISA Group to a tax on prohibited transactions imposed by Section 502(i4064(a) of ERISA to which it made contributions. (j) Neither any Borrower Party nor any ERISA Affiliate has incurred or Section 4975 of reasonably expects to incur any liability to PBGC save for any liability for premiums due in the Internal Revenue Codeordinary course or other liability which would not reasonably be expected to have, either singly or in the aggregate, a Material Adverse Effect.

ERISA. (i) Except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, each Each Benefit Arrangement is in compliance with the applicable provisions of ERISA, the Internal Revenue Code and other Applicable LawsLaws in all material respects. Except with respect to Multiemployer Plans, each Qualified Plan (A) has received a favorable determination from the Internal Revenue Service applicable to such Qualified Plan’s current remedial amendment cycle (as defined in Revenue Procedure 2007-44 or “2007-44” for short)Service, (B) has timely filed for a favorable determination letter from the Internal Revenue Service during its staggered remedial amendment cycle (as defined in 2007-44) and such application is currently being processed by the Internal Revenue Service, (C) had filed for a determination letter prior to its “GUST remedial amendment period” (as defined in 2007-44) and received such determination letter and the staggered remedial amendment cycle first following the GUST remedial amendment period for such Qualified Plan has not yet expired, or (DC) is maintained under a prototype plan and may rely upon a favorable opinion letter issued by the Internal Revenue Service with respect to such prototype plan. To the best knowledge of the Borrower, nothing has occurred which would cause the loss of its reliance on each Qualified Plan’s favorable determination letter or opinion letter. (ii) With respect to any Benefit Arrangement that is a retiree welfare benefit arrangement, all amounts have been accrued on the applicable ERISA Group’s financial statements in accordance with FASB ASC 715. The “benefit obligation” of all Plans does not exceed the “fair market value of plan assets” for such Plans by more than $10,000,000 all as determined by and with such terms defined in accordance with FASB ASC 715. (iii) Except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: (iA) no ERISA Event has occurred or is expected to occur; (iiB) there are no pending, or to the best knowledge of a Responsible Officer of the Borrower, threatened, claims, actions or lawsuits or other action by any Governmental Authority, plan participant or beneficiary with respect to a Benefit Arrangement; (iiiC) there are no violations of the fiduciary responsibility rules with respect to any Benefit Arrangement; and (ivD) no member of the ERISA Group has engaged in a non-exempt “prohibited transaction,” as defined in Section 406 of ERISA and Section 4975 of the Internal Revenue Code, in connection with any Plan, that would subject any member of the ERISA Group to a tax on prohibited transactions imposed by Section 502(i) of ERISA or Section 4975 of the Internal Revenue Code; and (E) no assessment or tax has arisen under Section 4980H of the Internal Revenue Code.

ERISA. (ia) Except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, each Benefit Arrangement Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other Applicable LawsFederal or state laws. Except with respect Each Pension Plan that is intended to Multiemployer Plans, each Qualified Plan (Abe a qualified plan under Section 401(a) of the Code has received a favorable determination from the Internal Revenue Service applicable to such Qualified Plan’s current remedial amendment cycle (as defined in Revenue Procedure 2007-44 or “2007-44” for short), (B) has timely filed for a favorable determination letter from the Internal Revenue Service during its staggered remedial amendment cycle (as defined in 2007-44to the effect that the form of such Plan is qualified under Section 401(a) of the Code and the trust related thereto has been determined by the Internal Revenue Service to be exempt from federal income tax under Section 501(a) of the Code, or an application for such application a letter is currently being processed by the Internal Revenue Service, (C) had filed for a determination letter prior to its “GUST remedial amendment period” (as defined in 2007-44) and received such determination letter and the staggered remedial amendment cycle first following the GUST remedial amendment period for such Qualified Plan has not yet expired, or (D) is maintained under a prototype plan and may rely upon a favorable opinion letter issued by the Internal Revenue Service with respect to such prototype plan. To the best knowledge of the Borrower, nothing has occurred which that would prevent, or cause the loss of its reliance on each Qualified Plan’s favorable determination letter or opinion lettersuch tax-qualified status. (iib) With respect to any Benefit Arrangement that is a retiree welfare benefit arrangement, all amounts have been accrued on the applicable ERISA Group’s financial statements in accordance with FASB ASC 715. (iii) Except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: (i) no ERISA Event has occurred or is expected to occur; (ii) there There are no pendingpending or, or to the knowledge of a Responsible Officer of the Borrower, threatened, threatened claims, actions or lawsuits lawsuits, or other action by any Governmental Authority, plan participant or beneficiary with respect to a Benefit Arrangement; (iii) there are any Plan. There has been no violations material prohibited transaction or violation of the fiduciary responsibility rules with respect to any Benefit ArrangementPlan. (c) (i) No ERISA Event has occurred and neither the Borrower nor any ERISA Affiliate is aware of any fact, event, or circumstance that could reasonably be expected to constitute or result in an ERISA Event with respect to any Pension Plan; (ii) the Borrower and each ERISA Affiliate has met all applicable requirements under the Pension Funding Rules in respect of each Pension Plan, and no waiver of the minimum funding standards under the Pension Funding Rules has been applied for or obtained; (iii) as of the most recent valuation date for any Pension Plan, the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) is 60% or higher, and neither the Borrower nor any ERISA Affiliate knows of any facts or circumstances that could reasonably be expected to cause the funding target attainment percentage for any such plan to drop below 60% as of the most recent valuation date; (iv) neither the Borrower nor any ERISA Affiliate has incurred any liability to the PBGC other than for the payment of premiums, and there are no member of premium payments which have become due that are unpaid; (v) neither the Borrower nor any ERISA Group Affiliate has engaged in a non-exempt “prohibited transaction,” as defined in transaction that could be subject to Section 406 4069 or Section 4212(c) of ERISA; and (vi) no Pension Plan has been terminated by the plan administrator thereof nor by the PBGC, and no event or circumstance has occurred or exists that could reasonably be expected to cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Pension Plan. (d) Neither the Borrower nor any ERISA Affiliate maintains or contributes to, or has any unsatisfied obligation to contribute to, or liability under, any active or terminated Pension Plan other than on the Closing Date, those listed on Schedule 3.10 hereto. (e) With respect to any Foreign Plan, (i) all employer and Section 4975 employee contributions required by law or by the terms of the Internal Revenue CodeForeign Plan have been made, or, if applicable, accrued, in connection accordance with normal accounting practices; (ii) the fair market value of the assets of each funded Foreign Plan, the liability of each insurer for any Foreign Plan funded through insurance, or the book reserve established for any Foreign Plan, together with any Planaccrued contributions, that would subject any member of is sufficient to procure or provide for the ERISA Group accrued benefit obligations with respect to a tax on prohibited transactions imposed by Section 502(iall current and former participants in such Foreign Plan according to the actuarial assumptions and valuations most recently used to account for such obligations in accordance with applicable generally accepted accounting principles; and (iii) of ERISA or Section 4975 of the Internal Revenue Codeit has been registered as required and has been maintained in good standing with applicable regulatory authorities.

ERISA. (ia) Except as could not reasonably be expectedEach Pension Plan (and the related trusts and funding agreements) complies in form and in operation with, and has been administered in compliance with, the applicable requirements of ERISA and the Code in all respects, except where the failure to so comply, either individually or in the aggregate, would not reasonably be expected to have result in a Material Adverse Effect. Each Pension Plan which is intended to be qualified under Section 401(a) of the Code is so qualified, each Benefit Arrangement is in compliance with and the applicable provisions of ERISA, the Internal Revenue Code and other Applicable Laws. Except with respect to Multiemployer Plans, each Qualified Plan (A) has received a favorable determination from the U.S. Internal Revenue Service applicable to such Qualified Plan’s current remedial amendment cycle (as defined in Revenue Procedure 2007-44 or “2007-44” for short), (B) has timely filed for issued a favorable determination letter from the Internal Revenue Service during its staggered remedial amendment cycle (as defined in 2007-44) and such application is currently being processed by the Internal Revenue Service, (C) had filed for a determination letter prior to its “GUST remedial amendment period” (as defined in 2007-44) and received such determination letter and the staggered remedial amendment cycle first following the GUST remedial amendment period for such Qualified Plan has not yet expired, or (D) is maintained under a prototype plan and may rely upon a favorable opinion letter issued by the Internal Revenue Service with respect to each such prototype planPension Plan which may be relied on currently. To the best knowledge No Loan Party nor any of its Subsidiaries has incurred liability for any material excise tax under any of Sections 4971 through 5000 of the Borrower, nothing Code which has occurred which would cause the loss of its reliance on each Qualified Plan’s favorable determination letter or opinion letternot been satisfied in full. (iib) With respect During the 36 month period prior to the Effective Date or the making of any Benefit Arrangement that is a retiree welfare benefit arrangementCredit Extension, all amounts have been accrued on the applicable ERISA Group’s financial statements in accordance with FASB ASC 715. (iii) Except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: (i) no ERISA Event has occurred or is expected steps have been taken to occur; terminate any Pension Plan and (ii) there are no pending, or to the knowledge of a Responsible Officer of the Borrower, threatened, claims, actions or lawsuits or other action by any Governmental Authority, plan participant or beneficiary with respect to a Benefit Arrangement; (iii) there are no violations of the fiduciary responsibility rules contribution failure has occurred with respect to any Benefit Arrangement; and (iv) no member of the ERISA Group has engaged in a non-exempt “prohibited transaction,” as defined in Section 406 of ERISA and Section 4975 of the Internal Revenue Code, in connection with any Plan, that would subject any member of the ERISA Group Pension Plan sufficient to give rise to a tax on prohibited transactions imposed by Lien under Section 502(i303(k) of ERISA or Section 4975 430(k) of the Internal Revenue Code. No Loan Party nor any of its Subsidiaries has incurred liability to the PBGC (other than for current premiums) with respect to any Pension Plan which has not been satisfied in full. All contributions (if any) have been made on a timely basis to any Multiemployer Plan that are required to be made by any Loan Party or any Commonly Controlled Entity under the terms of the plan or of any collective bargaining agreement or by applicable Law; no Loan Party nor any member of any Commonly Controlled Entity has withdrawn or partially withdrawn from any Multiemployer Plan, incurred any withdrawal liability with respect to any such plan which has not been satisfied in full or received notice of any claim or demand for withdrawal liability or partial withdrawal liability from any such plan, and no condition has occurred which, if continued, could result in a withdrawal or partial withdrawal from any such plan, and no Loan Party nor any member of any Commonly Controlled Entity has received any notice that any Multiemployer Plan is in reorganization, that increased contributions may be required to avoid a reduction in plan benefits or the imposition of any excise tax, that any such plan is or has been funded at a rate less than that required under Section 412 of the Code, that any such plan is or may be terminated, or that any such plan is or may become insolvent.

ERISA. (i) Except as could would not reasonably be expectedexpected to have a Material Adverse Effect, individually the Borrower and each other member of its Controlled Group have made all required contributions to each Plan subject to Section 412 of the Code or in Section 302 of ERISA and each such Plan satisfies the aggregateminimum funding standard of such sections of the Code or ERISA to the extent applicable to its Plans and has not incurred any liability to the PBGC, or any Plan or Multiemployer Plan under Title IV of ERISA other than a liability to the PBGC for premiums under Section 4007 of ERISA. Except as would not reasonably be expected to have a Material Adverse Effect, each Benefit Arrangement Plan is in compliance with the applicable provisions of ERISA, ERISA and the Internal Revenue Code and other Applicable Laws. Except with respect if intended to Multiemployer Plans, each Qualified Plan (Abe qualified under Section 401(a) of the Code has received a favorable determination been determined by the IRS to be so qualified or is in the process of receiving approval from the Internal Revenue Service applicable to such Qualified Plan’s current remedial amendment cycle (as defined in Revenue Procedure 2007-44 or “2007-44” for short), (B) has timely filed for a favorable determination letter from IRS that the Internal Revenue Service during its staggered remedial amendment cycle (as defined in 2007-44) Plan is qualified and such application is currently being processed by the Internal Revenue Service, (C) had filed for a determination letter prior to its “GUST remedial amendment period” (as defined in 2007-44) and received such determination letter and the staggered remedial amendment cycle first following the GUST remedial amendment period for such Qualified Plan has not yet expired, or (D) is maintained under a prototype plan and may rely upon a favorable opinion letter issued by the Internal Revenue Service with respect to such prototype plan. To the best knowledge of the Borrower, nothing has occurred that would negatively affect its approval. There are no actions, suits or claims pending against or involving a Plan (other than routine claims for benefits) or, to the knowledge of Holdings, the Borrower or any member of the Controlled Group, threatened, which would cause reasonably be expected to be asserted successfully against any Plan, and if so asserted successfully, would reasonably be expected either singly or in the loss of its reliance on each Qualified Plan’s favorable determination letter or opinion letter. (ii) With respect aggregate to any Benefit Arrangement that is result in a retiree welfare benefit arrangement, all amounts have been accrued on the applicable ERISA Group’s financial statements in accordance with FASB ASC 715. (iii) Material Adverse Effect. Except as could would not reasonably be expected, individually or in the aggregate, expected to have a Material Adverse Effect: (ia) no ERISA Reportable Event has occurred occurred, (b) neither the Borrower, its Subsidiaries nor any member of the Controlled Group has received any notice from the PBGC of its intention to seek termination of any Plan or is expected appointment of a trustee therefor, (c) neither Holdings, the Borrower, its Subsidiaries nor any member of the Controlled Group has withdrawn from any Plan with two or more contributing sponsors or terminated any such Plan resulting in liability pursuant to occur; Sections 4063 or 4064 of ERISA, (iid) there are has been no pendingwithdrawal of Holdings, the Borrower, its Subsidiaries or any member of the Controlled Group in a complete or partial withdrawal (within the meaning of Sections 4203 and 4205 of ERISA) from any Multiemployer Plan, (e) no Plan is “at risk” within the meaning of Section 430 of the Code nor is any Multiemployer Plan in “endangered” or in “critical” status as defined in Section 432 of the Code, (f) no Plan has engaged in or to the knowledge of a Responsible Officer of Holdings, the Borrower, threatened, claims, actions its Subsidiaries or lawsuits or other action by any Governmental Authority, plan participant or beneficiary with respect to a Benefit Arrangement; (iii) there are no violations of the fiduciary responsibility rules with respect to any Benefit Arrangement; and (iv) no member of the ERISA Controlled Group has engaged in is currently engaging in, a non-exempt “prohibited transaction,” as defined in Section 406 of ERISA and Section 4975 of the Internal Revenue Code, in connection with any Plan, that would subject any member of the ERISA Group to a tax on prohibited transactions imposed by Section 502(i) of transaction under ERISA or Section 4975 of the Internal Revenue Code, and (g) no event has occurred that could increase the contingent liability of Holdings, the Borrower or any Subsidiary or any member of the Controlled Group for post-retirement benefits. Assuming none of the Lenders are using “plan assets” with respect to their entrance into, participation in, administration of and performance of the Term Loans or this Agreement, neither the assets of Holdings or the Borrower or the collateral are (a) treated as “plan assets” for purposes of Section 3(42) of ERISA as to which the entering into and performance of this Agreement and the transactions contemplated hereby would constitute a non-exempt prohibited transaction under ERISA or Section 4975 of the Code, or (b) assets of an “employee benefit plan” (as defined in Section 3(3) of ERISA that is subject to Similar Law and entering into and performance of this Agreement and the transactions contemplated hereby would constitute a violation of any Similar Law. Neither Holdings or the Borrower has taken, or omitted to take, any action which would result in any Collateral being treated as “plan assets” for purposes of Section 3(42) of ERISA or would otherwise subject the Collateral to Similar Law.

ERISA. Except as set forth in the Schedule of Exceptions, the Company does not have any (i) Except as could not reasonably be expected, individually or in the aggregate, labor agreement to have which it is a Material Adverse Effect, each Benefit Arrangement is in compliance with the applicable provisions of ERISA, the Internal Revenue Code and other Applicable Laws. Except with respect to Multiemployer Plans, each Qualified Plan (A) has received a favorable determination from the Internal Revenue Service applicable to such Qualified Plan’s current remedial amendment cycle (as defined in Revenue Procedure 2007-44 or “2007-44” for short), (B) has timely filed for a favorable determination letter from the Internal Revenue Service during its staggered remedial amendment cycle (as defined in 2007-44) and such application is currently being processed by the Internal Revenue Service, (C) had filed for a determination letter prior to its “GUST remedial amendment period” (as defined in 2007-44) and received such determination letter and the staggered remedial amendment cycle first following the GUST remedial amendment period for such Qualified Plan has not yet expiredparty, or (D) by which it is maintained under a prototype plan and may rely upon a favorable opinion letter issued by the Internal Revenue Service with respect to such prototype plan. To the best knowledge of the Borrowerbound, nothing has occurred which would cause the loss of its reliance on each Qualified Plan’s favorable determination letter or opinion letter. (ii) With respect to any Benefit Arrangement that is a retiree welfare including “employee pension benefit arrangement, all amounts have been accrued on the applicable ERISA Group’s financial statements in accordance with FASB ASC 715. (iii) Except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: (i) no ERISA Event has occurred or is expected to occur; (ii) there are no pending, or to the knowledge of a Responsible Officer of the Borrower, threatened, claims, actions or lawsuits or other action by any Governmental Authority, plan participant or beneficiary with respect to a Benefit Arrangement; (iii) there are no violations of the fiduciary responsibility rules with respect to any Benefit Arrangement; and (iv) no member of the ERISA Group has engaged in a non-exempt “prohibited transaction,plans” as defined in Section 406 3(2) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)(“ERISA Plans”); (ii) employment, profit sharing, deferred compensation, bonus, pension, retainer, consulting, retirement, welfare or incentive plan or contract to which it is a party, or by which it is bound; (iii) written or other formal personnel policies; or (iv) plan or agreement under which “fringe benefits” (including, but not limited to, vacation plans or programs, sick leave plans or programs, and related benefits) are afforded to its employees over and above those usual and customary in the Company’s industry (the agreements and plans referred to in clauses (i) through (iv) being referred to collectively as the “Benefit Plans”). True and correct copies of all such Benefit Plans have been made available to Investors. The Internal Revenue Service has issued a favorable determination or opinion letter, or the Company has time remaining to apply for such favorable determination or opinion letter, with respect to each ERISA and Plan intended to be qualified under Section 4975 401(a) of the Internal Revenue Code of 1986, as amended (the “Code”), in connection with which has not been revoked or modified, and the Company has no knowledge that anything has occurred or any Plan, that change or amendment has been made which would subject adversely effect the qualification of any member ERISA Plan under Section 401 of the Code or any of the trusts maintained pursuant thereto under Section 501 of the Code. All contributions required by law to have been made under each ERISA Group Plan prior to a tax on prohibited transactions imposed by the Closing Date have been made or accrued. No event of the type set forth in Section 502(i4043(b) of ERISA has occurred and is continuing with respect to any ERISA Plan other than as may result from the transactions contemplated hereby. There are no material claims, investigations or Section 4975 lawsuits which had been asserted or instituted against the assets of any of the Internal Revenue Codetrusts under any Benefit Plan, and no reasonable basis for any such claim or lawsuit exists. Each ERISA Plan has been maintained, operated and administered in all material respects, in accordance with its terms and all provisions of ERISA (including rules and regulations thereunder) and other applicable laws, and each Benefit Plan has been maintained, operated and administered in all material respects, in accordance with its terms.

ERISA. (ia) Except The fair market value of all assets under all "employee pension benefit plans" (as could not reasonably be expected, individually or such term is defined in the aggregate, to have a Material Adverse Effect, each Benefit Arrangement is in compliance with the applicable provisions Section 3(2) of ERISA), maintained by the Company, as from time to time in effect, exceeded as of December 31, 2001, the Internal Revenue Code and other Applicable Laws. Except with respect to Multiemployer Planslast annual valuation date, each Qualified Plan (A) has received a favorable determination from the Internal Revenue Service applicable to such Qualified Plan’s current remedial amendment cycle (as defined in Revenue Procedure 2007-44 or “2007-44” for short), (B) has timely filed for a favorable determination letter from actuarial present value of all benefits vested under the Internal Revenue Service during its staggered remedial amendment cycle (as defined in 2007-44) and such application is currently being processed Plans by the Internal Revenue Service, (C) had filed for a determination letter prior to its “GUST remedial amendment period” (as defined in 2007-44) and received such determination letter and the staggered remedial amendment cycle first following the GUST remedial amendment period for such Qualified Plan has not yet expired, or (D) is maintained under a prototype plan and may rely upon a favorable opinion letter issued by the Internal Revenue Service with respect to such prototype plan. To the best knowledge of the Borrower, nothing has occurred which would cause the loss of its reliance on each Qualified Plan’s favorable determination letter or opinion lettermore than $10,898,000. (iib) With respect to Neither any Benefit Arrangement that is a retiree welfare benefit arrangement, all amounts have been accrued on the applicable ERISA Group’s financial statements in accordance with FASB ASC 715. (iii) Except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: (i) no ERISA Event has occurred or is expected to occur; (ii) there are no pending, or to the knowledge of a Responsible Officer of the Borrower, threatened, claims, actions or lawsuits or other action by Plans nor any Governmental Authority, plan participant or beneficiary with respect to a Benefit Arrangement; (iii) there are no violations of the fiduciary responsibility rules with respect to trusts created thereunder, nor any Benefit Arrangement; and (iv) no member of the ERISA Group trustee or administrator thereof, has engaged in a non-exempt “"prohibited transaction,” " as such term is defined in Section 406 of ERISA and Section 4975 of the Internal Revenue CodeCode which could subject the Plans or any of them, in connection any such trust, or any trustee or administrator thereof, or any disqualified person with any Plan, that would subject any member of respect to the ERISA Group Plans to a the tax or penalty on prohibited transactions imposed by said Section 502(i4975, except that, with respect to any actions or omissions of administrators, trustees, other fiduciaries, parties in interest or disqualified persons of or in respect to the Plans (other than employees of the Company), the Company has no knowledge that any of such persons has committed a prohibited transaction, nor has the Company participated knowingly in or knowingly undertaken to conceal a prohibited transaction with or by any of such persons nor enabled any of them to commit a prohibited transaction. (c) Neither any of the Plans subject to Title IV of ERISA nor any trusts related to such plans have been terminated, nor have there been any Reportable Events, as that term is defined in Section 4043 of ERISA (as modified by the regulations thereunder), in respect of those plans since the effective date of ERISA. (d) Neither any of the Plans which are subject to Section 302 of ERISA nor any trusts related to such plans have incurred any "accumulated funding deficiency," as such term is defined in said Section 302 (whether or not waived), since the effective date of ERISA. (e) The consummation of the transactions provided for in the Fourth Supplement and compliance by the Company with the provisions thereof and the Series F Notes issued thereunder will not involve any prohibited transaction within the meaning of ERISA or Section 4975 of the Internal Revenue Code.

ERISA. (i) Except as could not reasonably be expectedexpected to result in a Material Adverse Effect, individually or the Company and each ERISA Affiliate (as defined below) has complied in all material respects with the aggregateEmployee Retirement Income Security Act of 1974, as amended from time to have time, (“ERISA”) and where applicable, the Internal Revenue Code of 1986, as amended from time to time, (the “Code”). (ii) Except as could not reasonably be expected to result in a Material Adverse Effect, each Benefit Arrangement is employee pension benefit plan, as defined in compliance with the applicable provisions Section 3(2) of ERISA, the Internal Revenue Code and (“Plan”), other Applicable Laws. Except with respect to Multiemployer Plans, each Qualified Plan (A) has received a favorable determination from the Internal Revenue Service applicable to such Qualified Plan’s current remedial amendment cycle (than any multiemployer plan as defined in Revenue Procedure 2007-44 or Section 4001(a) of ERISA (a “2007-44” for shortMultiemployer Plan”), (B) is and has timely filed for a favorable determination letter from been, maintained in substantial compliance with ERISA and, where applicable, the Internal Revenue Service during its staggered remedial amendment cycle (as defined in 2007-44) and such application is currently being processed by the Internal Revenue Service, (C) had filed for a determination letter prior to its “GUST remedial amendment period” (as defined in 2007-44) and received such determination letter and the staggered remedial amendment cycle first following the GUST remedial amendment period for such Qualified Plan has not yet expired, or (D) is maintained under a prototype plan and may rely upon a favorable opinion letter issued by the Internal Revenue Service with respect to such prototype plan. To the best knowledge of the Borrower, nothing has occurred which would cause the loss of its reliance on each Qualified Plan’s favorable determination letter or opinion letter. (ii) With respect to any Benefit Arrangement that is a retiree welfare benefit arrangement, all amounts have been accrued on the applicable ERISA Group’s financial statements in accordance with FASB ASC 715Code. (iii) Except as could not reasonably be expectedexpected to result in a material liability to the Company, individually each Plan that is intended to qualify under Section 401(a) of the Code has received a favorable determination letter or opinion letter, as applicable, from the Internal Revenue Service or an application for such letter is currently being processed by the Internal Revenue Service, and to the knowledge of the Company and its ERISA Affiliates, nothing has occurred to prevent, or cause the loss of, such qualification. (iv) Except as could not reasonably be expected to result in the aggregate, to have a Material Adverse Effect: , no liability to the Pension Benefit Guaranty Corporation (iother than for the payment of current premiums which are not past due) or the Internal Revenue Service by the Company or any ERISA Affiliate has been or is expected by the Company or any ERISA Affiliate to be incurred with respect to any Plan. (v) Except as could not reasonably be expected to result in a Material Adverse Effect, there are no actions, suits or claims pending (other than for routine benefits) against the Company, any ERISA Affiliate or a Plan, or with respect to a Plan asset. (vi) No ERISA Event (as defined below) has occurred or is reasonably expected to occur; (ii) there are no pending, or to the knowledge of a Responsible Officer of the Borrower, threatened, claims, actions or lawsuits or other action by any Governmental Authority, plan participant or beneficiary with respect to a Benefit Arrangement; (iii) there are no violations of the fiduciary responsibility rules occur with respect to any Benefit Arrangement; and Plan that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect. (ivvii) no member Except as could not reasonably be expected to result in a Material Adverse Effect, full payment when due has been made of all amounts which the Company or any ERISA Affiliate is required under the terms of each Plan or applicable law to have paid as contributions to such Plan as of the ERISA Group has engaged in a non-exempt “prohibited transaction,” date hereof, and no accumulated funding deficiency (as defined in Section 406 302 of ERISA and Section 4975 412 of the Internal Revenue Code), in connection whether or not waived, exists with respect to any Plan. (viii) Neither the Company nor, for the purposes of (i) and (ii) below, any ERISA Affiliate sponsors, maintains or contributes to, or has at any time in the six-year period preceding the date hereof sponsored, maintained or contributed to, any (i) Plan that would is subject to Title IV of ERISA, (ii) Multiemployer Plan, (iii) or any member of the ERISA Group to a tax on prohibited transactions imposed broad based plan that provides post-retirement health benefits (other than those required by Section 502(i) 601 of ERISA or Section 4975 4980B of the Internal Revenue Code). (ix) For purposes of this Agreement, the term “ERISA Affiliate” means any trade or business (whether or not incorporated) that, together with the Company, is treated as a single employer under Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.

ERISA. (a) Schedule 3.10(a) lists all of the employee benefit plans and programs, including, without limitation: (i) Except all retirement, savings and other pension plans; (ii) all health, severance, insurance, disability and other employee welfare plans; and (iii) all employment, incentive, vacation and other similar plans, whether or not subject to ERISA and whether covering one person or more than one person, that are maintained by Seller or any ERISA Affiliate with respect to Company Employees or to which Seller or any ERISA Affiliate contributes on behalf of Company Employees (hereafter “Employee Plans”). (b) All Employee Plans subject to ERISA and the Code comply with ERISA, the Code and, as could not reasonably be expectedapplicable, the Pregnancy Discrimination Act of 1978, the Age Discrimination in Employment Act, as amended, the Family and Medical Leave Act of 1993, and the Health Insurance Portability and Accountability Act, except such non-compliance as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, each Benefit Arrangement is in compliance with . (c) All Employee Plans contributed to by a Sale Entity or any ERISA Affiliate intended to be qualified under Section 401 of the applicable provisions of ERISA, the Internal Revenue Code and other Applicable Laws. Except have filed for or received favorable determination letters with respect to Multiemployer Plans, each Qualified Plan (A) has received a favorable determination such qualified status from the Internal Revenue Service applicable Service. The determination letter for each such Employee Plan remains in effect, and, to Seller’s Knowledge, any amendment made, or event relating to such Qualified Plan’s current remedial amendment cycle (as defined in Revenue Procedure 2007-44 or “2007-44” for short), (B) has timely filed for a favorable determination letter from an Employee Plan subsequent to the Internal Revenue Service during its staggered remedial amendment cycle (as defined in 2007-44) and such application is currently being processed by the Internal Revenue Service, (C) had filed for a determination letter prior to its “GUST remedial amendment period” (as defined in 2007-44) and received date of such determination letter and the staggered remedial amendment cycle first following the GUST remedial amendment period for such Qualified Plan letter, has not yet expired, or (D) is maintained under a prototype plan materially and may rely upon a favorable opinion letter issued by adversely affected the Internal Revenue Service with respect to such prototype plan. To the best knowledge qualified status of the BorrowerEmployee Plan. (d) No Employee Plan that is subject to Title IV of ERISA (a “Title IV Plan”) or Section 430 of the Code is considered “at-risk”, nothing within the meaning of Section 430(i)(4) of the Code, and to Seller’s Knowledge, no condition exists which would be expected to result in an Employee Plan becoming “at-risk” as of the last day of the current plan year of any Title IV Plan or other Employee Plan subject to Section 430 of the Code. The PBGC has not instituted proceedings to terminate any Title IV Plan, and no other event or condition has occurred which would cause might constitute grounds under Section 4042 of ERISA for the loss termination of, or the appointment of its reliance on each Qualified a trustee to administer, any such Title IV Plan’s favorable determination letter or opinion letter. (iie) With respect to any Benefit Arrangement that Other than the UWUA Health and Welfare Fund referenced in Section 5.6(b), no Employee Plan is a retiree welfare benefit arrangement, all amounts have been accrued on the applicable Multiemployer Plan and neither Seller nor any ERISA Group’s financial statements in accordance with FASB ASC 715Affiliate has incurred or reasonably expects to incur any liability for withdrawal from a Multiemployer Plan. (iii) Except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: (i) no ERISA Event has occurred or is expected to occur; (ii) there are no pending, or to the knowledge of a Responsible Officer of the Borrower, threatened, claims, actions or lawsuits or other action by any Governmental Authority, plan participant or beneficiary with respect to a Benefit Arrangement; (iii) there are no violations of the fiduciary responsibility rules with respect to any Benefit Arrangement; and (iv) no member of the ERISA Group has engaged in a non-exempt “prohibited transaction,” as defined in Section 406 of ERISA and Section 4975 of the Internal Revenue Code, in connection with any Plan, that would subject any member of the ERISA Group to a tax on prohibited transactions imposed by Section 502(i) of ERISA or Section 4975 of the Internal Revenue Code.

ERISA. Each of the Borrower, Holdings, and the other Members of the Consolidated Group will timely pay and discharge all obligations and liabilities arising under ERISA or otherwise with respect to each Plan or Foreign Plan of a character which if unpaid or unperformed might result in the imposition of a material Lien against any properties or assets of the Borrower, Holdings or any other material Member of the Consolidated Group, and will promptly notify the Administrative Agent upon an officer of the Borrower or Holdings becoming aware thereof, of (i) Except the occurrence of any reportable event (as defined in ERISA) relating to a Plan (other than a Multi-Employer Plan) so long as the event thereunder could not reasonably be expected, individually or in the aggregate, expected to have a Material Adverse Effect, each Benefit Arrangement is other than any such event with respect to which the PBGC has waived notice by regulation; (ii) receipt of any notice from PBGC of its intention to seek termination of any Plan or appointment of a trustee therefor; (iii) the intention of the Borrower or any other Member of the Consolidated Group to terminate or withdraw from any Plan if such termination or withdrawal would result in compliance with the applicable provisions liability under Title IV of ERISA, the Internal Revenue Code and other Applicable Laws. Except with respect to Multiemployer Plans, each Qualified Plan (A) has received a favorable determination from the Internal Revenue Service applicable to unless such Qualified Plan’s current remedial amendment cycle (as defined in Revenue Procedure 2007-44 termination or “2007-44” for short), (B) has timely filed for a favorable determination letter from the Internal Revenue Service during its staggered remedial amendment cycle (as defined in 2007-44) and such application is currently being processed by the Internal Revenue Service, (C) had filed for a determination letter prior to its “GUST remedial amendment period” (as defined in 2007-44) and received such determination letter and the staggered remedial amendment cycle first following the GUST remedial amendment period for such Qualified Plan has not yet expired, or (D) is maintained under a prototype plan and may rely upon a favorable opinion letter issued by the Internal Revenue Service with respect to such prototype plan. To the best knowledge of the Borrower, nothing has occurred which would cause the loss of its reliance on each Qualified Plan’s favorable determination letter or opinion letter. (ii) With respect to any Benefit Arrangement that is a retiree welfare benefit arrangement, all amounts have been accrued on the applicable ERISA Group’s financial statements in accordance with FASB ASC 715. (iii) Except as withdrawal could not reasonably be expected, individually or in the aggregate, expected to have a Material Adverse Effect: (i) no ERISA Event has occurred or is expected to occur; (ii) there are no pending, or to the knowledge of a Responsible Officer of the Borrower, threatened, claims, actions or lawsuits or other action by any Governmental Authority, plan participant or beneficiary with respect to a Benefit Arrangement; (iii) there are no violations of the fiduciary responsibility rules with respect to any Benefit Arrangement; and (iv) no member the receipt by the Borrower or any other Members of the ERISA Consolidated Group has engaged in a non-exempt “prohibited transaction,” as defined in Section 406 of ERISA and Section 4975 notice of the Internal Revenue Codeoccurrence of any event that could reasonably be expected to result in the incurrence of any liability (other than for benefits), fine or penalty to the Borrower or any other Members of the Consolidated Group, or any plan amendment that could reasonably be expected to increase the contingent liability of the Borrower and any other Members of the Consolidated Group, taken as a whole, in either case in connection with any Planpost-retirement benefit under a welfare plan (subject to ERISA), unless such event or amendment could not reasonably be expected to have a Material Adverse Effect. The Borrower will also promptly notify the Administrative Agent of (i) any material contributions to any Foreign Plan that would subject have not been made by the required due date for such contribution if such default could reasonably be expected to have a Material Adverse Effect; (ii) any member Foreign Plan that is not funded to the extent required by the law of the ERISA Group jurisdiction whose law governs such Foreign Plan based on the actuarial assumptions reasonably used at any time if such underfunding (together with any penalties likely to result) could reasonably be expected to have a tax on prohibited transactions imposed by Section 502(iMaterial Adverse Effect, and (iii) of ERISA or Section 4975 of the Internal Revenue Codeany material change anticipated to any Foreign Plan that could reasonably be expected to have a Material Adverse Effect.

ERISA. (A) Borrower does not maintain or contribute to and is not required to contribute to, an “employee benefit plan” as defined by Section 3(3) of ERISA, which is subject to Title IV of ERISA (other than a “multiemployer plan” as defined by Section 3(37) of ERISA), and Borrower (i) Except as could not has no knowledge of any material liability which has been incurred or is expected to be incurred by Borrower which is reasonably likely to result in a Material Adverse Effect and is or remains unsatisfied for any taxes or penalties or unfunded contributions with respect to any “employee benefit plan” or any “plan,” within the meaning of Section 4975(e)(1) of the Internal Revenue Code or any other benefit plan (other than a “multiemployer plan”) maintained, contributed to, or required to be expectedcontributed to by Borrower or by any entity that is under common control with Borrower within the meaning Section 4001(a)(14) of ERISA (each, individually an ERISA Affiliate) (each, a Plan) or any plan that would be a Plan but for the fact that it is a multiemployer plan within the meaning of ERISA Section 3(37); and (ii) has made and shall continue to make when due all required contributions to all such Plans (other than Plans relating to ERISA Affiliates), if any, where the failure to so contribute is reasonably likely to result in the aggregate, to have a Material Adverse Effect. Each such Plan (other than Plans relating to ERISA Affiliates), each Benefit Arrangement is if any, has been and will be administered in material compliance with its terms and the applicable provisions of ERISA, the Internal Revenue Code Code, and any other Applicable Laws. Except with respect applicable federal or state law; and no action shall be taken or fail to Multiemployer Plans, each Qualified be taken that would result in the disqualification or loss of tax-exempt status of any such Plan (A) has received a favorable determination from the Internal Revenue Service applicable intended to such Qualified Plan’s current remedial amendment cycle (as defined in Revenue Procedure 2007-44 or “2007-44” for short), be qualified and/or tax exempt; and (B) has timely filed for a favorable determination letter from the Internal Revenue Service during its staggered remedial amendment cycle (as defined in 2007-44) and such application is currently being processed by the Internal Revenue Service, (C) had filed for a determination letter prior to its “GUST remedial amendment period” (as defined in 2007-44) and received such determination letter and the staggered remedial amendment cycle first following the GUST remedial amendment period for such Qualified Plan has not yet expired, or (D) is maintained under a prototype plan and may rely upon a favorable opinion letter issued by the Internal Revenue Service with respect to such prototype plan. To the best knowledge of the Borrower, nothing has occurred which would cause the loss of its reliance on each Qualified Plan’s favorable determination letter or opinion letter. (ii) With respect to any Benefit Arrangement that is “multiemployer plan,” (i) Borrower has not, since September 26, 1980, made or suffered a retiree welfare benefit arrangement“complete withdrawal” or a “partial withdrawal,” as such terms are respectively defined in Sections 4203 and 4205 of ERISA, (ii) Borrower has made and shall continue to make when due all amounts have been accrued on the applicable ERISA Group’s financial statements in accordance with FASB ASC 715. required contributions to all such “multiemployer plans” and (iii) Except no ERISA Affiliate has, since September 26, 1980, made or suffered a “complete withdrawal” or a “partial withdrawal,” as could not such terms are respectively defined in Sections 4203 and 4205 of ERISA which withdrawal is reasonably be expected, individually or in the aggregate, expected to have a Material Adverse Effect: . (iC) no ERISA Event has occurred or Borrower is expected to occur; (ii) there are no pendingnot an employee benefit plan, or to the knowledge of a Responsible Officer of the Borrower, threatened, claims, actions or lawsuits or other action by any Governmental Authority, plan participant or beneficiary with respect to a Benefit Arrangement; (iii) there are no violations of the fiduciary responsibility rules with respect to any Benefit Arrangement; and (iv) no member of the ERISA Group has engaged in a non-exempt “prohibited transaction,” as defined in Section 406 3(3) of ERISA and Section 4975 ERISA, whether or not subject to Title I of ERISA, none of the Internal Revenue Codeassets of Borrower constitutes or will constitute plan assets of one or more such plans within the meaning of 29 C.F.R. Section 2510.3-101 and transactions by or with Borrower are not subject to similar laws regulating investment of, in connection and fiduciary obligations with any Planrespect to, that would subject any member plans similar to the provisions of the ERISA Group to a tax on prohibited transactions imposed by Section 502(i) 406 of ERISA or Section 4975 of the Internal Revenue CodeCode currently in effect (Similar Laws), which prohibit or otherwise restrict the transactions contemplated by this Agreement.

ERISA. (a) Each Plan which is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the IRS to the effect that it meets the requirements of Section 401(a) of the Code, or is comprised of a master or prototype plan that has received a favorable opinion letter from the IRS, and, to the knowledge of Holdings or the Issuer, nothing has occurred since the date of such determination or opinion letter that would adversely affect such qualification. Except as could not reasonably be expected to result in Material Adverse Effect, (i) each Plan is in compliance in form and operation with its terms and with ERISA and the Code (including, without limitation, the Code provisions compliance with which is necessary for any intended favorable tax treatment) and all other applicable laws and regulations, (ii) no ERISA Event has occurred or, to the knowledge of Holdings or the Issuer, is reasonably expected to occur; (iii) there exists no Unfunded Pension Liability with respect to any Plan; (iv) there are no actions, suits or claims pending against or involving a Plan (other than routine claims for benefits) or, to the knowledge of Holdings or the Issuer, any of their respective Subsidiaries or any ERISA Affiliate, threatened; and (v) none of Holdings, any of its Subsidiaries or any ERISA Affiliate have, within the past five calendar years, ceased operations at a facility so as to become subject to the provisions of Section 4068(a) of ERISA, withdrawn as a substantial employer so as to become subject to the provisions of Section 4063 of ERISA or ceased making contributions to any Plan subject to Section 4064(a) of ERISA to which it made contributions. None of Holdings, any of its Subsidiaries or any ERISA Affiliate is, has or had, within any of the five calendar years immediately preceding the date this assurance is given or deemed given, made or been required to make contributions to any Multiemployer Plan. (b) Except as could not reasonably be expected, individually or expected to result in the aggregate, to have a Material Adverse Effect, (i) each Benefit Arrangement is Non-U.S. Plan has been maintained in compliance with its terms and with the requirements of any and all applicable provisions of ERISAlaws, the Internal Revenue Code statutes, rules, regulations and other Applicable Laws. Except orders and has been maintained, where required, in good standing with respect to Multiemployer Plans, each Qualified Plan (A) has received a favorable determination from the Internal Revenue Service applicable to such Qualified Plan’s current remedial amendment cycle (as defined in Revenue Procedure 2007-44 or “2007-44” for short), (B) has timely filed for a favorable determination letter from the Internal Revenue Service during its staggered remedial amendment cycle (as defined in 2007-44) and such application is currently being processed by the Internal Revenue Service, (C) had filed for a determination letter prior to its “GUST remedial amendment period” (as defined in 2007-44) and received such determination letter and the staggered remedial amendment cycle first following the GUST remedial amendment period for such Qualified Plan has not yet expired, or (D) is maintained under a prototype plan and may rely upon a favorable opinion letter issued by the Internal Revenue Service with respect to such prototype plan. To the best knowledge of the Borrower, nothing has occurred which would cause the loss of its reliance on each Qualified Plan’s favorable determination letter or opinion letter. (ii) With respect to any Benefit Arrangement that is a retiree welfare benefit arrangement, all amounts have been accrued on the applicable ERISA Group’s financial statements in accordance with FASB ASC 715. (iii) Except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: (i) no ERISA Event has occurred or is expected to occurregulatory authorities; (ii) there are no pendingneither Holdings nor any of its Subsidiaries has incurred any obligation in connection with the termination of, or to the knowledge of a Responsible Officer of the Borrowerwithdrawal from, threatened, claims, actions or lawsuits or other action by any Governmental Authority, plan participant or beneficiary with respect to a Benefit ArrangementNon-U.S. Plan; and (iii) there are no violations the present value of the fiduciary responsibility rules with respect to any Benefit Arrangement; and accrued benefit liabilities (ivwhether or not vested) no member under each Non-U.S. Plan, determined as of the ERISA Group has engaged in a non-exempt “prohibited transaction,” as defined in Section 406 end of ERISA and Section 4975 Holdings’ most recently ended fiscal year on the basis of reasonable actuarial assumptions, did not exceed the current value of the Internal Revenue Code, in connection with any Plan, that would subject any member assets of the ERISA Group such Non-U.S. Plan allocable to a tax on prohibited transactions imposed by Section 502(i) of ERISA or Section 4975 of the Internal Revenue Codesuch benefit liabilities.

ERISA. Except as would not reasonably be expected to result in a Material Adverse Effect, (i) Except each Employee Plan is in compliance with ERISA and the Internal Revenue Code; (ii) no Termination Event has occurred nor is reasonably expected to occur with respect to any Employee Plan; (iii) no Employee Plan has an accumulated or waived funding deficiency which would create a deficiency in its funding standard account or has applied for an extension of any amortization period within the meaning of Section 412 of the Internal Revenue Code at any time during the previous twelve (12) months; (iv) no Lien imposed under the Internal Revenue Code or ERISA exists with respect to, or is reasonably expected to arise on account of, any Employee Plan; (v) as could not reasonably be expectedof the date of this Agreement, no Loan Party has any unsatisfied outstanding material withdrawal liability under ERISA with respect to any Multiemployer Plan; (vi) no Loan Party has engaged, with respect to any Employee Plan, in a nonexempt prohibited transaction described in Sections 406 of ERISA or 4975 of the Internal Revenue Code; (vii) no Loan Party has engaged in a transaction within the meaning of Section 4069 of ERISA; and (viii) no Loan Party has incurred any liability to the PBGC which remains outstanding other than the payment of premiums. There are no pending or, to the knowledge of any Loan Party, threatened claims, actions, proceedings or lawsuits (other than claims for benefits in the normal course) asserted or instituted against (i) any Employee Plan or its assets or (ii) any Loan Party or any of its ERISA Affiliates with respect to any Employee Plan, in each case, except to the extent such events, circumstances or liabilities would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect. Except as required by Section 601 of ERISA, Section 4980B of the Internal Revenue Code or other applicable law or as would not reasonably be expected to result in a Material Adverse Effect, each Benefit Arrangement is in compliance with the applicable provisions of ERISA, the Internal Revenue Code and other Applicable Laws. Except with respect to Multiemployer Plans, each Qualified Plan (A) has received a favorable determination from the Internal Revenue Service applicable to such Qualified Plan’s current remedial amendment cycle no Loan Party maintains an employee welfare benefit plan (as defined in Revenue Procedure 2007-44 or “2007-44” for short), (B) has timely filed for a favorable determination letter from the Internal Revenue Service during its staggered remedial amendment cycle (as defined in 2007-44) and such application is currently being processed by the Internal Revenue Service, (C) had filed for a determination letter prior to its “GUST remedial amendment period” (as defined in 2007-44) and received such determination letter and the staggered remedial amendment cycle first following the GUST remedial amendment period for such Qualified Plan has not yet expired, or (D) is maintained under a prototype plan and may rely upon a favorable opinion letter issued by the Internal Revenue Service with respect to such prototype plan. To the best knowledge of the Borrower, nothing has occurred which would cause the loss of its reliance on each Qualified Plan’s favorable determination letter or opinion letter. (ii) With respect to any Benefit Arrangement that is a retiree welfare benefit arrangement, all amounts have been accrued on the applicable ERISA Group’s financial statements in accordance with FASB ASC 715. (iii) Except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: (i) no ERISA Event has occurred or is expected to occur; (ii) there are no pending, or to the knowledge of a Responsible Officer of the Borrower, threatened, claims, actions or lawsuits or other action by any Governmental Authority, plan participant or beneficiary with respect to a Benefit Arrangement; (iii) there are no violations of the fiduciary responsibility rules with respect to any Benefit Arrangement; and (iv) no member of the ERISA Group has engaged in a non-exempt “prohibited transaction,” as defined in Section 406 of ERISA and Section 4975 of the Internal Revenue Code, in connection with any Plan, that would subject any member of the ERISA Group to a tax on prohibited transactions imposed by Section 502(i3(1) of ERISA ERISA) which provides medical, dental or Section 4975 vision benefits (through the purchase of the Internal Revenue Codeinsurance or otherwise) for any retired or former employee of any Loan Party or coverage after a participant’s termination of employment.

ERISA. (i) Except as could not reasonably be expecteddisclosed in the Registration Statement and the Prospectus, the Company and its Subsidiaries are in compliance with all presently applicable provisions of the Employee Retirement Income Security Act of 1974, as amended, including the regulations and published interpretations thereunder (“ERISA”), except for any noncompliance that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. Except as disclosed in the Registration Statement and the Prospectus, each Benefit Arrangement is no “reportable event” (as defined in compliance with the applicable provisions section 4043 of ERISA, ) for which the Internal Revenue Code and other Applicable Laws. Except Pension Benefit Guaranty Corporation has not waived the notice requirement has occurred in the past three years with respect to Multiemployer Plansany “pension plan” (as defined in ERISA) for which the Company and its Subsidiaries would reasonably expect to have any liability. Except as disclosed in the Registration Statement and the Prospectus, the Company and its Subsidiaries have not incurred and do not reasonably expect to incur liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “pension plan” or (ii) Sections 412 or 4971 of the Code. Except as disclosed in the Registration Statement and the Prospectus, each Qualified Plan (A“pension plan” for which the Company or its Subsidiaries would have any liability that is intended to be qualified under Section 401(a) of the Code has received a favorable determination from the Internal Revenue Service applicable to such Qualified Plan’s current remedial amendment cycle (as defined in Revenue Procedure 2007-44 or “2007-44” for short), (B) has timely filed for a favorable determination letter from the Internal Revenue Service during its staggered remedial amendment cycle (as defined in 2007-44) and such application is currently being processed by the Internal Revenue Service, (C) had filed for a determination letter prior to its “GUST remedial amendment period” (as defined in 2007-44) and received such determination letter and the staggered remedial amendment cycle first following the GUST remedial amendment period for such Qualified Plan has not yet expired, or (D) is maintained under a prototype plan and may rely upon a favorable opinion letter issued by to that effect and, to the Internal Revenue Service with respect to such prototype plan. To the best knowledge of the BorrowerCompany’s knowledge, nothing no event has occurred which would cause since the date of such letter that could reasonably be expected to result in the loss of its reliance on each Qualified Plan’s favorable determination letter or opinion letter. such qualification. (iikk) With respect to any Benefit Arrangement CF&Co Purchases. The Company acknowledges and agrees that is a retiree welfare benefit arrangement, all amounts have been accrued on CF&Co has informed the applicable ERISA Group’s financial statements in accordance with FASB ASC 715. (iii) Except as could not reasonably be expected, individually or in the aggregateCompany that CF&Co may, to have a Material Adverse Effect: the extent permitted under the Securities Act and the Exchange Act, purchase and sell shares of Common Stock for its own account while this Agreement is in effect, provided, that (i) no ERISA Event has occurred such purchase or sales shall take place while a Placement Notice is expected in effect (except to occur; the extent CF&Co may engage in sales of Placement Shares purchased or deemed purchased from the Company as a “riskless principal” or in a similar capacity) and (ii) there are no pending, the Company shall not be deemed to have authorized or to the knowledge of a Responsible Officer of the Borrower, threatened, claims, actions or lawsuits or other action by any Governmental Authority, plan participant or beneficiary with respect to a Benefit Arrangement; (iii) there are no violations of the fiduciary responsibility rules with respect consented to any Benefit Arrangement; and (iv) no member of the ERISA Group has engaged in a non-exempt “prohibited transaction,” as defined in Section 406 of ERISA and Section 4975 of the Internal Revenue Code, in connection with any Plan, that would subject any member of the ERISA Group to a tax on prohibited transactions imposed such purchases or sales by Section 502(i) of ERISA or Section 4975 of the Internal Revenue CodeCF&Co.