Common use of ERISA Clause in Contracts

ERISA. (a) Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) has occurred during the five-year period prior to the date on which this representation is made with respect to any Plan, and each Plan has complied with the applicable provisions of ERISA and the Code; no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period; the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits; neither Holdings nor any of its Restricted Subsidiaries has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected to result in a liability under ERISA; neither Holdings nor any of its Restricted Subsidiaries would become subject to any liability under ERISA if Holdings or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made; and no Multiemployer Plan is in Reorganization or Insolvent. (b) Holdings and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan within the meaning of Section 3(3) of ERISA which is subject to Title IV of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of Holdings and its Restricted Subsidiaries to pay money.

ERISA. (a) Except With respect to any Plan (or, with respect to (vi) below, as would not of the date such representation is made or deemed made), none of the following events or conditions exists, has occurred, or is reasonably be expectedexpected to occur, which either individually or in the aggregate, would reasonably be expected to have result in a Material Adverse Effect: neither (i) a Reportable Event nor an Event; (ii) any failure to satisfy the “accumulated minimum funding deficiencystandard” (within the meaning of Section 412(a) 412 of the Code or Section 302(a)(2) 302 of ERISA); (iii) has occurred during the five-year period prior to the date on which this representation is made with respect to any Plan, and each Plan has complied noncompliance with the applicable provisions of ERISA and or the Code; no (iv) a termination of a Single Employer Plan has occurred, and no (other than a standard termination pursuant to Section 4041(b) of ERISA); (v) a Lien on the property of the Parent Borrower or its Restricted Subsidiaries in favor of the PBGC or a Plan has arisen, during such five-year periodPlan; the present value of all accrued benefits under each (vi) any Underfunding with respect to any Single Employer Plan Plan; (based on those assumptions used to fund such Plansvii) 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; neither Holdings nor any of its Restricted Subsidiaries has had a complete or partial withdrawal from any Multiemployer Plan that has resulted by the Parent Borrower or would reasonably be expected any Commonly Controlled Entity; (viii) to result in a liability under ERISA; neither Holdings nor any the knowledge of its Restricted Subsidiaries would become subject to the Parent Borrower, any liability of the Parent Borrower or any Commonly Controlled Entity under ERISA if Holdings the Parent Borrower or any such Restricted Subsidiary Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the annual valuation date most closely preceding the date on which this representation is made or deemed made; (ix) the Insolvency of any Multiemployer Plan; or (x) any transactions that resulted or could reasonably be expected to result in any liability to the Parent Borrower or any Commonly Controlled Entity under Section 4069 of ERISA or Section 4212(c) of ERISA; provided that the representation made in clauses (ii) and no (ix) of this subsection 5.11(a) with respect to a Multiemployer Plan is in Reorganization or Insolventbased on knowledge of the Parent Borrower. (b) Holdings With respect to any Foreign Plan, none of the following events or conditions exists, has occurred, or is reasonably expected to occur, which either individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect: (i) substantial non-compliance with its terms and with the requirements of any and all applicable laws, statutes, rules, regulations and orders; (ii) failure to be maintained, where required, in good standing with applicable regulatory authorities; (iii) any obligation of the Parent Borrower or its Restricted Subsidiaries have not incurredin connection with the termination or partial termination of, and do not reasonably expect to incuror withdrawal from, any liability under ERISA Foreign Plan; (iv) any Lien on the property of the Parent Borrower or the Code with respect to its Restricted Subsidiaries in favor of a Governmental Authority as a result of any plan within the meaning of Section 3(3action or inaction regarding a Foreign Plan; (v) of ERISA which is subject to Title IV of ERISA for each Foreign Plan that is maintained a funded or insured plan, failure to be funded or insured on an ongoing basis to the extent required by a Commonly Controlled Entity applicable non-U.S. law (other than Holdings using actuarial methods and assumptions which are consistent with the valuations last filed with the applicable Governmental Authorities); (vi) any facts that, to the best knowledge of the Parent Borrower and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan , exist that would reasonably be likely expected to have give rise to a Material Adverse Effect dispute and any pending or threatened disputes that, to the best knowledge of the Parent Borrower and its Restricted Subsidiaries, would reasonably be expected to result in a direct obligation material liability to the Parent Borrower or any of Holdings and its Restricted Subsidiaries concerning the assets of any Foreign Plan (other than individual claims for the payment of benefits); and (vii) failure to pay moneymake all contributions in a timely manner to the extent required by applicable non-U.S. law.

ERISA. (a) Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: neither Neither a Reportable Event nor an “accumulated a failure to satisfy the minimum funding deficiency” standard (within the meaning of Section 412(a) Sections 412 and 430 of the Code or Section 302(a)(2) Sections 302 and 303 of ERISA) has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Single Employer Plan, whether or not waived, which resulted in any material liability to any Group Member or Commonly Controlled Entity, and each Single Employer Plan has complied in all material respects with the applicable provisions of ERISA and the Code; no . No termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period; the . The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits; neither Holdings nor any of its Restricted Subsidiaries benefits by a material amount. No Group Member or Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected to result in a material liability under ERISA; neither Holdings nor any . No such Multiemployer Plan is Insolvent, or was determined to or expected to be in “critical” or “endangered” status under Section 432 of its Restricted Subsidiaries the Code or Section 305 of ERISA, and no Single Employer Plan was determined to or expected to be in “at risk” status as defined in Section 430 of the Code or Section 303 of ERISA, and no Group Member or Commonly Controlled Entity would become subject to any material liability under ERISA if Holdings any Group Member or such Restricted Subsidiary Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made; and no Multiemployer Plan is in Reorganization or Insolvent. (b) Holdings and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, . No Group Member has any liability under ERISA or the Code with respect to any employee benefit plan within the meaning of Section 3(3) of ERISA which that is not subject to Title IV the laws of ERISA that is maintained by the United States or a Commonly Controlled Entity (other than Holdings and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan political subdivision thereof that would reasonably be likely expected to have result in a Material Adverse Effect and result in a direct obligation of Holdings and its Restricted Subsidiaries to pay moneyEffect.

ERISA. (a) Except as would not reasonably be expectedTo the knowledge of Borrower, individually or in the aggregate, to have a Material Adverse Effect: neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) has occurred during the five-year period prior to the date on which this representation is made with respect to any Plan, and each Plan has complied is in compliance in all material respects with the its terms and all applicable provisions of ERISA and the Code. Neither a Reportable Event nor a Prohibited Transaction has occurred with respect to any Plan that, assuming the taxable period of the transaction expired as of the date hereof, could subject Borrower, General Partner or any ERISA Affiliate to a tax or penalty imposed under Section 4975 of the Code or Section 502(i) of ERISA in an amount that is in excess of $250,000; no termination Reportable Event has occurred with respect to any Plan within the last six (6) years; no notice of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or intent to terminate a Plan has arisenbeen filed nor has any Plan been terminated within the past five (5) years; Borrower is not aware of any circumstances which constitutes grounds under Section 4042 of ERISA entitling the PBGC to institute proceedings to terminate, during or appoint a trustee to administer, a Plan, nor has the PBGC instituted any such five-year periodproceedings; Borrower, General Partner and the present value ERISA Affiliates have met the minimum funding requirements of all accrued benefits under Section 412 of the Code and Section 302 of ERISA of each Single Employer with respect to the Plans of each and except as disclosed in the General Partner’s Consolidated Financial Statements there was no Unfunded Current Liability with respect to any Plan (based on those assumptions used to fund such Plans) did not, established or maintained by each as of the last annual valuation date prior day of the most recent plan year of each Plan; and Borrower, General Partner and the ERISA Affiliates have not incurred any liability to the date on PBGC under ERISA (other than for the payment of premiums under Section 4007 of ERISA) which this representation is made due and payable for more than 45 days and has not been reserved against. Assuming that no portion of the assets used by Bank Parties in connection with the transactions contemplated by the Loan and the Loan Documents constitute assets of a “benefit plan investor” (as defined in Section 3(42) of ERISA) with respect to which Borrower, Guarantor or deemed madeany ERISA Affiliate is a “party in interest” (as defined in Section 3(14) of ERISA), exceed the value none of the assets of such Plan allocable to such accrued benefits; neither Holdings nor Borrower, General Partner or any ERISA Affiliate under this Agreement constitute “plan assets” of its Restricted Subsidiaries has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected to result in a liability under ERISA; neither Holdings nor any “employee benefit plan” within the meaning of its Restricted Subsidiaries would become subject to any liability under ERISA if Holdings or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made; and no Multiemployer Plan is in Reorganization or Insolvent. (b) Holdings and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to of any plan “plan” within the meaning of Section 3(34975(e)(1) of ERISA which is subject to Title IV the Code, as interpreted by the Internal Revenue Service and the U.S. Department of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated Labor in rules, regulations, releases or bulletins or as a single employer interpreted under Title IV of ERISA with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of Holdings and its Restricted Subsidiaries to pay moneyapplicable case law.

ERISA. (a) Except On each Delivery Date, except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) has occurred during the five-year period prior to the date on which this representation is made with respect to any Plan, and each Plan has complied with the applicable provisions of ERISA and the Code; no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period; the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits; neither Holdings nor any of its Restricted Subsidiaries has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected to result in a liability under ERISA; neither Holdings nor any of its Restricted Subsidiaries would become subject to any liability under ERISA if Holdings or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made; and no Multiemployer Plan is in Reorganization or Insolvent. (b) Holdings and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan within the meaning of Section 3(3) of ERISA which is subject to Title IV of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect Effect, (i) the EQGP Entities 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 result 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 direct obligation waiver could apply; (iii) no EQGP Entity will have incurred, nor will any such entity expect to incur, liability under (a) Title IV of Holdings 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 its Restricted Subsidiaries published governmental interpretations thereunder (the “Code”) with respect to pay moneyany “pension plan”; (iv) each “pension plan” for which any EQGP Entity would have any liability that is intended to be qualified under Section 401(a) of the Code will be the subject of a favorable determination or opinion letter from the Internal Revenue Service to the effect that it is so qualified and, to the knowledge of the Partnership Parties, nothing will have occurred, whether by action or by failure to act, which could reasonably be expected to cause the loss of such qualification; and (v) no EQGP Entities have incurred any unpaid liability to the Pension Benefit Guaranty Corporation (other than for payment of premiums in the ordinary course of business) for which any EQGP Entity would reasonably be expected to be liable.

ERISA. (a) Except as would could not reasonably be expected, individually or expected to result in the aggregate, to have a Material Adverse Effect: neither a Reportable Event nor an , (A) each “accumulated funding deficiencyemployee benefit plan” (within the meaning of as defined in Section 412(a3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) with respect to which the Company or its subsidiaries has or could reasonably be expected to have any liability (each, a “Plan”) has been maintained and operated at all times in accordance in all respects with its terms and in compliance in all respects with all applicable provisions of ERISA, the Internal Revenue Code or of 1986, as amended (the “Code”) and all other applicable laws; (B) no “reportable event” (as defined in Section 302(a)(24043(c) of ERISA) has occurred during with respect to Plan subject to Title IV of ERISA with respect to which the five-year period prior Company or any of its subsidiaries could reasonably be expected to have any liability, excluding any reportable event for which a waiver would apply; (C) neither the date on which this representation is made Company nor any of its subsidiaries has incurred, nor could any such entity reasonably be expected to incur, liability with respect to any Plan, and each Plan has complied with the applicable provisions under (1) Section 302 or Title IV of ERISA and or (2) Sections 412 or 4971 of the Code; no termination (D) each Plan that is intended to be qualified under Section 401(a) of the Code is so qualified, is the subject of a Single Employer Plan favorable determination, advisory or opinion letter from the Internal Revenue Service to the effect that it is so qualified and, nothing has occurred, and no Lien whether by action or by failure to act, which could reasonably be expected to cause the loss of such qualification; (E) neither the Company nor any of its subsidiaries has incurred any unpaid liability to the Pension Benefit Guaranty Corporation in favor respect of a Plan (other than for payment of premiums pursuant to Section 4007 of ERISA in the ordinary course of business); (F) the fair market value of the PBGC assets under each Plan subject to Title IV of ERISA or a Plan has arisen, during such five-year period; Section 412 of the Code exceeds the present value of all benefits accrued benefits under each Single Employer such Plan (determined on an ongoing basis based on those assumptions used to fund such PlansPlan); (G) did not, as no non-exempt “prohibited transaction” pursuant to Section 406 of ERISA or Section 4975 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; neither Holdings nor any of its Restricted Subsidiaries Code has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected to result in a liability under ERISA; neither Holdings nor any of its Restricted Subsidiaries would become subject to any liability under ERISA if Holdings or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made; and no Multiemployer Plan is in Reorganization or Insolvent. (b) Holdings and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code occurred with respect to any plan within Plan; and (H) none of the meaning Company or its subsidiaries provides or is required to provide retiree or post-employment health benefits to any person except as required by Section 4980B of Section 3(3) the Code or Part 6 of ERISA which is subject to Subtitle B of Title IV I of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of Holdings and its Restricted Subsidiaries to pay moneyERISA.

ERISA. (a) Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: neither a No Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan, each Plan has satisfied the applicable “minimum funding standard” and has had no “waived funding deficiency” (as such terms are defined in section 412 of the Code and section 302 of ERISA) during the five-year period prior to the date on which this representation is made or deemed made, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code; no . No “prohibited transaction” (and the transactions contemplated by this Agreement, will not constitute, or indirectly result in, a “prohibited transaction” within the meaning of section 4975 of the Code or section 406 of ERISA) has occurred, or is expected to occur, which has subjected, or could subject, the Mortgaged Properties, a Borrower, or any officer, director or employee of a Borrower, or Trustee of any Single Employer Plan, administrator or other fiduciary to any tax or penalty on prohibited transactions imposed by either section 502 of ERISA or section 4975 of the Code or any other liability with respect thereto except as could not reasonably be expected to have a Material Adverse Effect. No termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period; the . The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits; neither Holdings benefits by a material amount. Neither Borrower nor any of its Restricted Subsidiaries Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would could reasonably be expected to result in a material liability under ERISA; , and neither Holdings Borrower nor any of its Restricted Subsidiaries Commonly Controlled Entity would become subject to any material liability under ERISA if Holdings such Borrower or any such Restricted Subsidiary Commonly Controlled Entity were to withdraw partially or completely from any or all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made; and no . No such Multiemployer Plan is in Reorganization or Insolvent. (b) Holdings and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan within the meaning of Section 3(3) of ERISA which is subject to Title IV of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of Holdings and its Restricted Subsidiaries to pay money.

ERISA. (i) To Seller’s knowledge, neither Seller nor Manager nor any of their respective ERISA Affiliates has established, maintained or contributed (in connection with the Property or Manager’s employees working at the Property) to any Employee Benefit Plan (a) Except as would not reasonably be expectedsubject to Code Section 412, individually or in the aggregate, to have a Material Adverse Effect: neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412(a) of the Code or Section 302(a)(2) 302 of ERISA) has occurred during the five-year period prior to the date on which this representation is made with respect to any Plan, and each Plan has complied with the applicable provisions or Title IV of ERISA and the Code; no termination of a Single Employer Plan has occurredERISA, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period; the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits; neither Holdings nor any of its Restricted Subsidiaries has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected to result in a liability under ERISA; neither Holdings nor any of its Restricted Subsidiaries would become subject to any liability under ERISA if Holdings or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made; and no Multiemployer Plan is in Reorganization or Insolvent. (b) Holdings and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any that is a multiemployer plan within the meaning of Section 3(33(37) or Section 4001(a)(3) of ERISA which is subject to Title IV of ERISA ERISA, (c) that is maintained a multiple employer plan within the meaning of Code Section 413(c), (d) that is a “multiple employer welfare arrangement” within the meaning of Section 3(40) of ERISA. (ii) Within five (5) Business Days following the Effective Date, Seller shall cause Manager to provide Purchaser with complete copies of each Employee Benefit Plan, trusts, funding arrangements, any amendments thereto, the most recent summary plan descriptions and summary of material modifications, the most recent funding and critical status notices, and actuarial reports for the past two years. (iii) Seller is not an Employee Benefit Plan and none of Seller’s assets are plan assets as defined or determined under ERISA. (iv) Neither the Seller, nor to Seller’s knowledge, the Manager, nor any of their respective ERISA Affiliates has made any plan or commitment since January 1, 2015 to create any additional Employee Benefit Plan or modify or change any existing Employee Benefit Plan that would increase the benefits provided to any Hotel Employee or former Hotel Employee except as required by law. (v) To Seller’s knowledge, each Employee Benefit Plan intended to be qualified under Code Section 401(a) has received a Commonly Controlled Entity favorable determination or opinion letter from the IRS as to its qualification under the Code that has not been revoked and provides that any related trust is qualified under Code Section 501(a), and such letter(s) have been provided by the Manager. To Seller’s Knowledge, no event has occurred with respect to any such Qualified Plan which could reasonably be expected to adversely affect the qualification of such Qualified Plan or exemption of the related trust. (vi) To Seller’s knowledge, no event has occurred and no condition exists with respect to any Employee Benefit Plan that would subject the Purchaser to any tax, fine, lien, penalty or other liability imposed under ERISA, the Code or other applicable laws. (vii) To Seller’s Knowledge, each Employee Benefit Plan has been operated and administered in all material respects by Manager in compliance with its terms and all applicable laws. To Seller’s Knowledge, there are no pending or threatened claims against, by or on behalf of any Employee Benefit Plans (other than Holdings routine claims for benefits under the terms of any such benefit plan). (viii) To Seller’s Knowledge, no Employee Benefit Plan provides for welfare benefits after termination of employment except as required by COBRA and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue at the expense of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of Holdings and its Restricted Subsidiaries to pay moneyparticipant or beneficiaries.

ERISA. Except as a result of the Chapter 11 Events and Circumstances: (a) Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: set forth on Schedule 5.13(a): (i) neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412(a) 412 of the Code or Section 302(a)(2) 302 of ERISA) has occurred during the five-year period prior to the date on which this representation is made Closing Date with respect to any Plan, and each Plan has complied with the applicable provisions of ERISA and the Code; (ii) no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period; (iii) the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed madeClosing Date, exceed the value of the assets of such Plan allocable to such accrued benefitsbenefits by a material amount; and (iv) neither Holdings the Borrower nor any of its Restricted Subsidiaries Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would could reasonably be expected to result in a liability under ERISA; neither Holdings nor any of its Restricted Subsidiaries would become subject to any liability liabilities under ERISA if Holdings which could reasonably be expected, individually or such Restricted Subsidiary were in the aggregate, to withdraw completely from all Multiemployer Plans as have a Material Adverse Effect. To the knowledge of the valuation date most closely preceding the date on which this representation is made; and Loan Parties, no such Multiemployer Plan is in Reorganization or Insolvent. (b) Holdings and its Restricted Subsidiaries Favorable determination or opinion letters have not incurred, and do not reasonably expect been received prior to incur, any liability under ERISA or the Code Closing Date from the Internal Revenue Service with respect to any plan each Plan which at such time is intended to comply with the provisions of Section 401(a) of the Code. Prior to the Closing Date, the ESOP received a favorable determination letter from the IRS that the ESOP is tax-qualified and tax exempt under Sections 401(a) and 501(a), respectively, of the Code and that the ESOP Component is an “employee stock ownership plan”, within the meaning of Section 3(34975(e)(7) of ERISA the Code. To the knowledge of Holdings and the Borrower, as of the Closing Date each Plan (including, without limitation, the ESOP) complies in form and in operation with the requirements of Section 401(a) of the Code, the relevant provisions of ERISA, and any other applicable Laws, rules, and regulations required as of the date of this Agreement; provided, however, that to the extent that the Internal Revenue Service requires amendment of the ESOP as a condition for the issuance of a future favorable determination letter, the Borrower will cause the ESOP to be timely amended accordingly. (c) To the knowledge of the Loan Parties, as of the Closing Date, no Group Member nor any Commonly Controlled Entity, nor any trustee, administrator, or fiduciary of any of the Plans, has (i) engaged in a “prohibited transaction,” as that term is defined in Section 4975 of the Code or Section 406 of ERISA, which is could directly or indirectly subject to Title IV of ERISA that is maintained by a the applicable Plan or trust or Holdings, the Borrower or any Commonly Controlled Entity to any liability for a Tax or penalty imposed by Section 4975 of the Code or Section 502(i) of ERISA, or (other than Holdings ii) committed a breach of its fiduciary duties (as defined in Section 404 of ERISA) which could directly or indirectly subject the applicable Plan or trust or Holdings, the Borrower, or any Commonly Controlled Entity to any liability under Section 502 of ERISA. (d) As of the Closing Date, the execution and its Restricted Subsidiariesperformance of this Agreement and the consummation of the transactions contemplated by this Agreement do not (i) involve a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code for which there is no exemption under Section 408 of ERISA or Section 4975 of the Code, respectively; (ii) constitute a violation of the fiduciary responsibility standards imposed by Section 404 of ERISA; or (iii) adversely affect the qualified status of the ESOP under Sections 401(a) or 4975(e)(7) of the Code. (e) (i) As of the Closing Date, the ESOP Component is an “employee stock ownership plan” within the meaning of Section 4975(e)(7) of the Code and the ESOP is qualified under Section 401(a) of the Code; (ii) the ESOP has been duly established in accordance with and under applicable Law and the ESOP’s trust is a “Commonly Controlled Plan”tax-exempt trust under Section 501(a) merely by virtue of being treated as a single employer under the Code; (iii) the terms of the ESOP Documentation comply with the applicable provisions of Title IV I of ERISA with and (iv) the sponsor shares of such plan that would reasonably be likely Capital Stock held by the ESOP Trust are “employer securities” within the meaning of Section 409(1) of the Code. (f) As of the Closing Date, Appvion Canada does not contribute to have a Material Adverse Effect and result in a direct obligation of Holdings and its Restricted Subsidiaries to pay moneyany defined benefit pension plan.

ERISA. (a) Except as would not reasonably be expecteddisclosed on Schedule 4.12 or by letter to the Obligee referring to this Section 4.12 delivered on or prior to the date hereof in accordance with Section 6.7(d), individually or in the aggregate, to have a Material Adverse Effect: neither a no Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan, . The Company and each Plan has complied Commonly Controlled Entity are in substantial compliance with the applicable provisions of ERISA and the Code; no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period; the with respect to each Plan. The present value of all accrued benefits under each Single Employer Plan (based on those the reasonable assumptions used to fund by the independent actuary for such PlansPlan for purposes of establishing the minimum funding requirements under Section 412 of the Code) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued ben- efits, individually or in the aggregate for all Single Employer Plans (excluding for purposes of such computation any Single Employer Plans with respect to which the value of the assets exceed the present value of the accrued benefits; neither Holdings ), by more than $4,600,000. Neither the Company nor any Commonly Controlled Entity is liable under Title IV of its Restricted Subsidiaries ERISA by reason of the ter- mination of a Single Employer Plan or the withdrawal from a Single Employer Plan in which it was a "substantial employer" within the meaning of Section 4001(a)(2) of ERISA. Each Plan intended to be qualified under Section 401(a) of the Code, in- cluding each Single Employer Plan, is qualified in operation under Section 401(a) of the Code and is qualified in form under Section 401(a) of the Code, except with respect to any required amendments with respect to which the remedial amendment period under Section 401(b) of the Code has not expired. Neither the Company nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected to result in a liability under ERISA; and neither Holdings the Company nor any of its Restricted Subsidiaries Commonly Controlled Entity would become subject to any liability under ERISA if Holdings the Company or any such Restricted Subsidiary Commonly Controlled Entity were to withdraw completely from all Multiemployer Multiem- ployer Plans in complete withdrawals within the meaning of Sec- tion 4203 of ERISA as of the valuation date dates for such plans most closely preceding the date on which this representation is made or deemed made; and no . No Multiemployer Plan is in Reorganization Reorganiza- tion or Insolvent. (b) Holdings and its Restricted Subsidiaries have not incurred. Neither the Company nor any Commonly Con- trolled Entity is liable for fines, and do not reasonably expect to incurpenalties, any liability taxes or related charges under ERISA or Chapter 43 of the Code with respect to any plan within the meaning of Section 3(3or under Sections 409, 502(c), 502(i), 502(1) or 4071 of ERISA which is subject to Title IV of ERISA that is maintained by in an amount exceeding $50,000 in the aggregate at any time. There are no material claims (other than routine claims for benefits) against any Plan (other than a Multiemployer Plan) or against the Company or any Commonly Controlled Entity (other than Holdings and its Restricted Subsidiaries) (a “in connection with any such Plan. Neither the Company nor any Commonly Controlled Plan”Entity is liable for post retirement benefits to be provided to their current and former employees under Plans which are welfare ben- efit plans (as defined in Section 3(1) merely of ERISA) except as re- quired by virtue Section 4980B of being treated as a single employer under Title IV the Code and Section 601 of ERISA with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of Holdings and its Restricted Subsidiaries to pay moneyERISA.

ERISA. (a) Except as would not reasonably be expected, individually or result in the aggregate, to have a Material Adverse Effect: neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) has occurred during the five-year period prior to the date on which this representation is made with respect to any Plan, and each Plan has complied with the applicable provisions of ERISA and the Code; no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period; the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits; neither Holdings nor any of its Restricted Subsidiaries has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would not reasonably be expected to result in a liability under ERISA; neither Holdings nor any Material Adverse Effect: (i) No ERISA Event has occurred, and, to the best knowledge of the Borrower, each of its Restricted Subsidiaries would become subject and each ERISA Affiliate, no event or condition has occurred or exists as a result of which any ERISA Event could reasonably be expected to occur, with respect to any liability under Plan; (ii) no "accumulated funding deficiency," as such term is defined in Section 302 of ERISA if Holdings or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as and Section 412 of the valuation date most closely preceding Code, whether or not waived, has occurred with respect to any Plan and no application for a funding waiver or an extension of any amortization period pursuant to Section 412 of the date on Code has been made with respect to any Plan; (iii) each Plan has been maintained, operated, and funded in compliance with its own terms and in material compliance with the provisions of ERISA, the Code, and any other applicable federal or state laws; (iv) each Plan that is intended to qualify under Section 401(a) of the Code has received a favorable determination letter from the IRS or an application for such a letter is currently being processed by the IRS with respect thereto and, to the best knowledge of the Borrower, each of its Subsidiaries and each ERISA Affiliate, nothing has occurred which this representation is madewould prevent, or cause the loss of, such qualification; and (v) no Multiemployer Lien in favor or the PBGC or a Plan has arisen or is in Reorganization or Insolventreasonably likely to arise on account of any Plan. (b) Holdings and its Restricted Subsidiaries have not Neither the Borrower nor any Subsidiary of the Borrower nor any ERISA Affiliate has incurred, and do not or, to the best of each such party's knowledge, is reasonably expect expected to incur, any liability under Title IV of ERISA or the Code with respect to any plan Single Employer Plan, or any withdrawal liability under ERISA to any Multiemployer Plan or Multiple Employer Plan. Neither the Borrower nor any Subsidiary of the Borrower nor any ERISA Affiliate has received any notification that any Multiemployer Plan is in reorganization (within the meaning of Section 3(34241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA), or has been terminated (within the meaning of Title IV of ERISA), and no Multiemployer Plan is, to the best of each such Person's knowledge, reasonably expected to be in reorganization, insolvent, or terminated. Neither the Borrower nor any Subsidiary of the Borrower nor any ERISA Affiliate has engaged in a transaction that could be subject to Sections 4069 or 4212(c) of ERISA. (c) No prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) or breach of fiduciary responsibility has occurred with respect to a Plan which has subjected or may subject the Borrower, any Subsidiary of the Borrower or any ERISA Affiliate to any liability under Sections 406, 409, 502(i), or 502(l) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which the Borrower, any Subsidiary of the Borrower or any ERISA Affiliate has agreed or is subject required to Title IV indemnify any person against any such liability. There are no pending or, to the best knowledge of the Borrower, each of its Subsidiaries and each ERISA Affiliate, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan that is maintained by a Commonly Controlled Entity (other than Holdings and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would could reasonably be likely expected to have a Material Adverse Effect Effect. (d) Each Plan that is a welfare plan (as defined in Section 3(1) of ERISA) to which Sections 601-609 of ERISA and result Section 4980B of the Code apply has been administered in a direct obligation of Holdings and its Restricted Subsidiaries to pay moneycompliance in all material respects with such sections.

ERISA. (a) Except as would 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: neither a Reportable Event nor an “accumulated funding deficiency” (within , there is no lien outstanding under Section 412 of the meaning Code or Section 302 of ERISA with respect to assets of Borrower or any member of the Controlled Group and no requirement to provide security under Section 412(a401(a)(29) of the Code or Section 302(a)(2307 of ERISA has been or is reasonably expected to be imposed on assets of Borrower or any member of the Controlled Group. No liability to the PBGC or the Internal Revenue Service with respect to 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 Controlled Group which could reasonably be expected to have a Material Adverse Effect. Neither Borrower nor any member of the Controlled Group has any contingent liability with respect to any post-retirement benefits under any "welfare plan" (as defined in Section 3(1) of ERISA) has occurred during the five-year period prior to the date on which this representation is made nor withdrawal liability or exit fee or charge with respect to any Plan, and each Plan has complied with the applicable provisions of ERISA and the Code; no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such fivepost-year period; the present value of all accrued retirement 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 any welfare plan which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits; neither Holdings nor any of its Restricted Subsidiaries has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would could reasonably be expected to result in have a liability under ERISA; neither Holdings nor any of its Restricted Subsidiaries would become subject to any liability under ERISA if Holdings or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as Material Adverse Effect. Throughout the term of the valuation date most closely preceding the date on which this representation Loan, Borrower is made; not and no Multiemployer Plan is will not be an "employee benefit plan" as defined in Reorganization or Insolvent. (bSection 3(32) Holdings and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under of ERISA or the Code with respect to any plan a "governmental plan" within the meaning of Section 3(3) of ERISA, none of the assets of Borrower neither will constitute "plan assets" of one nor more plans for purposes of Title I of ERISA which is and Borrower will not be subject to Title IV of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings state statutes applicable to Borrower regulating investments and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA fiduciary obligations with the sponsor of such plan that would reasonably be likely respect to have a Material Adverse Effect and result in a direct obligation of Holdings and its Restricted Subsidiaries to pay moneygovernmental plans.

ERISA. (ai) Except The assets of Borrower are not and will not become treated as would not reasonably be expected“plan assets”, individually whether by operation of law or in the aggregateunder regulations promulgated under ERISA. Each Plan and Welfare Plan, and, to the knowledge of Borrower, each Multiemployer Plan, is in compliance in all material respects with, and has been administered in all material respects in compliance with, its terms and the applicable provisions of ERISA, the Code and any other applicable Legal Requirement, and no event or condition has occurred and is continuing as to which Borrower would be under an obligation to furnish a report to Lender under clause (ii)(A) of this Section. Other than an application for a favorable determination letter with respect to a Plan, there are no pending issues or claims before the Internal Revenue Service, the United States Department of Labor or any court of competent jurisdiction related to any Plan or Welfare Plan under which Borrower or any ERISA Affiliate, directly or indirectly (through an indemnification agreement or otherwise), could be subject to any material risk of liability under Section 409 or 502(i) of ERISA or Section 4975 of the Code. No Welfare Plan, other than a Multiemployer Plan, provides or will provide benefits, including, without limitation, death or medical benefits (whether or not insured) with respect to any current or former employee of Borrower or any ERISA Affiliate beyond his or her retirement or other termination of service other than (A) coverage mandated by applicable law, (B) death or disability benefits that have been fully provided for by fully paid up insurance or (C) severance benefits. (ii) Borrower will furnish to Lender as soon as possible, and in any event within ten (10) days after Borrower knows or has reason to believe that any of the events or conditions specified below with respect to any Plan, Welfare Plan or Multiemployer Plan has occurred or exists, an Officer’s Certificate setting forth details respecting such event or condition and the action, if any, that Borrower or its ERISA Affiliate proposes to take with respect thereto (and a Material Adverse Effect: neither copy of any report or notice required to be filed with or given to the PBGC (or any other relevant Governmental Authority)) by Borrower or an ERISA Affiliate with respect to such event or condition, if such report or notice is required to be filed with the PBGC or any other relevant Governmental Authority: (A) any reportable event, as defined in Section 4043 of ERISA and the regulations issued thereunder, with respect to a Reportable Event nor an “accumulated funding deficiency” (within Plan, as to which PBGC has not by regulation waived the meaning requirement of Section 412(a4043(a) of ERISA that it be notified within thirty (30) days of the occurrence of such event (provided that a failure to meet the minimum funding standard of Section 412 of the Code and of Section 302 of ERISA, including, without limitation, the failure to make on or before its due date a required installment under Section 412(m) of the Code and of Section 302(e) of ERISA, shall be a reportable event regardless of the issuance of any waivers in accordance with Section 412(d) of the Code), and any request for a waiver under Section 412(d) of the Code for any Plan; (B) the distribution under Section 4041 of ERISA of a notice of intent to terminate any Plan or any action taken by Borrower or an ERISA Affiliate to terminate any Plan; (C) the institution by PBGC of proceedings under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by Borrower or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by PBGC with respect to such Multiemployer Plan; (D) the complete or partial withdrawal from a Multiemployer Plan (or other employee benefit plan) by Borrower or any ERISA Affiliate that results in liability under Section 4201 or 4204 of ERISA (including the obligation to satisfy secondary liability as a result of a purchaser default) or the receipt by Borrower or any ERISA Affiliate of notice from a Multiemployer Plan that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA or that it intends to terminate or has terminated under Section 4041A of ERISA; (E) the institution of a proceeding by a fiduciary of any Multiemployer Plan against Borrower or any ERISA Affiliate to enforce Section 515 of ERISA, which proceeding is not dismissed within thirty (30) days; (F) the adoption of an amendment to any Plan that, pursuant to Section 401(a)(29) of the Code or Section 302(a)(2) 307 of ERISA) has occurred during , would result in the fiveloss of tax-year period prior exempt status of the trust of which such Plan is a part if Borrower or an ERISA Affiliate fails to timely provide security to the date on Plan in accordance with the provisions of said Sections; or (G) the imposition of a lien or a security interest in connection with a Plan. (iii) No liability under Title IV of ERISA has been incurred by Borrower or any ERISA Affiliate that has not been satisfied in full, and no condition exists that presents a material risk to Borrower or any ERISA Affiliate of incurring any liability under such Title, other than liability for premiums due the PBGC, which payments have been or will be made when due. To the extent this representation applies to Sections 4064, 4069 or 4204 of Title IV of ERISA, it is made not only with respect to the ERISA Plans but also with respect to any Planemployee benefit plan, and each Plan has complied with the applicable provisions of ERISA and the Code; no termination of a Single Employer Plan has occurredprogram, and no Lien in favor of the PBGC agreement or a Plan has arisen, during such five-year period; the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits; neither Holdings nor any of its Restricted Subsidiaries has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected to result in a liability under ERISA; neither Holdings nor any of its Restricted Subsidiaries would become subject to any liability under ERISA if Holdings or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made; and no Multiemployer Plan is in Reorganization or Insolvent. (b) Holdings and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan within the meaning of Section 3(3) of ERISA which is arrangement subject to Title IV of ERISA to which Borrower or any ERISA Affiliate made, or was required to make, contributions during the past six years. (iv) Borrower shall not knowingly engage in or permit any transaction in connection with which Borrower or any ERISA Affiliate could be reasonably subject to either a material civil penalty or material tax assessed pursuant to Section 502(i) or 502(l) of ERISA or Section 4975 of the Code; Borrower shall not permit any Welfare Plan, other than a Multiemployer Plan, to provide benefits, including without limitation, medical benefits (whether or not insured), with respect to any current or former employee of Borrower or any ERISA Affiliate beyond his or her retirement or other termination of service other than (A) coverage mandated by applicable law, (B) death or disability benefits that have been fully provided for by paid up insurance or otherwise or (C) severance benefits, permit the assets of Borrower to become “plan assets”, whether by operation of law or under regulations promulgated under ERISA; and Borrower shall not adopt, amend (except as may be required by applicable law) or increase the amount of any benefit or amount payable under, or permit any ERISA Affiliate to adopt, amend (except as may be required by applicable law) or increase the amount of any benefit or amount payable under, any employee benefit plan (including, without limitation, any employee welfare benefit plan that is maintained by not a Commonly Controlled Entity (Multiemployer Plan) or other than Holdings and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue plan, policy or arrangement, except for normal increases in the ordinary course of being treated as a single employer under Title IV of ERISA business consistent with past practice that, in the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and aggregate, do not result in a direct obligation of Holdings and its Restricted Subsidiaries material increase in benefits expense to pay moneyBorrower or any ERISA Affiliate.

ERISA. (aTo the knowledge of Borrower, each Plan is in compliance in all material respects with its terms and all applicable provisions of ERISA. No Prohibited Transaction has occurred with respect to any Plan that could subject Borrower, any of its Subsidiaries, General Partner or any ERISA Affiliate to a tax or penalty imposed under Section 4975 of the Code or Section 502(i) Except of ERISA in an amount that is in excess of $250,000; except as would not reasonably be expected, individually or likely result in the aggregate, to have a Material Adverse Effect: neither a 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 an 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 “accumulated 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 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 deficiencyrequirements 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 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 412(a4975(e)(1) of the Code or Section 302(a)(2) of ERISA) has occurred during Code, as interpreted by the five-year period prior to the date on which this representation is made with respect to any Plan, and each Plan has complied with the applicable provisions of ERISA Internal Revenue Service and the Code; no termination U.S. Department of a Single Employer Plan has occurredLabor in rules, and no Lien in favor of the PBGC regulations, releases or a Plan has arisen, during such five-year period; the present value of all accrued benefits bulletins or as interpreted 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; neither Holdings nor any of its Restricted Subsidiaries has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected to result in a liability under ERISA; neither Holdings nor any of its Restricted Subsidiaries would become subject to any liability under ERISA if Holdings or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made; and no Multiemployer Plan is in Reorganization or Insolventapplicable case law. (b) Holdings and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan within the meaning of Section 3(3) of ERISA which is subject to Title IV of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of Holdings and its Restricted Subsidiaries to pay money.

ERISA. (a) Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: neither a No Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan, each Plan has satisfied the applicable “minimum funding standard” and has had no “waived funding deficiency” (as such terms are defined in section 412 of the Code and section 302 of ERISA) during the five-year period prior to the date on which this representation is made or deemed made, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code; no . No “prohibited transaction” (and the transactions contemplated by this Agreement, will not constitute, or indirectly result in, a “prohibited transaction” within the meaning of section 4975 of the Code or section 406 of ERISA) has occurred, or is expected to occur, which has subjected, or could subject, the Mortgaged Properties, Borrower, or any officer, director or employee of the Borrower, or Trustee of any Single Employer Plan, administrator or other fiduciary to any tax or penalty on prohibited transactions imposed by either section 502 of ERISA or section 4975 of the Code or any other liability with respect thereto. No termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period; the . 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; neither Holdings benefits by a material amount. Neither the Borrower nor any of its Restricted Subsidiaries Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would could reasonably be expected to result in a material liability under ERISA; , and neither Holdings the Borrower nor any of its Restricted Subsidiaries Commonly Controlled Entity would become subject to any material liability under ERISA if Holdings the Borrower or any such Restricted Subsidiary Commonly Controlled Entity were to withdraw partially or completely from any or all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made; and no . No such Multiemployer Plan is in Reorganization or Insolvent. (b) Holdings and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan within the meaning of Section 3(3) of ERISA which is subject to Title IV of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of Holdings and its Restricted Subsidiaries to pay money.

ERISA. (a) Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) has occurred during During the five-year period prior to the date on which this representation is made with respect to any Planor deemed made, and except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect to the Borrower or any Commonly Controlled Entity: (a) each Plan has complied in all material respects with the applicable provisions of ERISA and the Code; (b) no Reportable Event or non-exempt Prohibited Transaction has occurred; (c) prior to the effective date of the PPA, no “accumulated funding deficiency” (within the meaning of Section 412 of the Code or Section 302 of ERISA), and on and after the effective date of the PPA, no failure to satisfy the minimum funding standards (within the meaning of Sections 412 or 430 of the Code or Section 302 of ERISA) with respect to any Plan, whether or not waived, has occurred; (d) there has been no filing pursuant to Section 412(c) of the Code or Section 302(c) ERISA of an application for a waiver of the minimum funding standard with respect to any Plan, no failure to make by its due date a required installment under Section 430(j) of the Code with respect to any Plan, or failure by Borrower or any Commonly Controlled Entity to make a required contribution to a Multiemployer Plan; (e) neither Borrower nor any Commonly Controlled Entity has incurred any liability under Title IV of ERISA with respect to the termination of a Single Employer Plan has occurredany Plan, and no including but not limited to the imposition of any Lien in favor of the PBGC or a any Plan; (f) there has been no determination that any Plan has arisenis, during such five-year period; or is expected to be, in “at risk” status within the present value meaning of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as Section 430 of the last annual valuation date prior Code or Section 303 of ERISA; (g) neither Borrower nor any Commonly Controlled Entity has received any notice from the PBGC or a plan administrator of any notice relating an intention to terminate any Plan or to appoint a trustee to administer any Plan under Section 4042 of ERISA; (h) neither Borrower nor any Commonly Controlled Entity has incurred any liability with respect 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; neither Holdings nor any of its Restricted Subsidiaries has had a complete withdrawal or partial withdrawal from any Plan or Multiemployer Plan; and (i) neither Borrower nor any Commonly Controlled Entity has received any notice, or sent any notice to any Multiemployer Plan, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan that has resulted is, or would reasonably be is expected to result in a liability under ERISA; neither Holdings nor any of its Restricted Subsidiaries would become subject to any liability under ERISA if Holdings or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made; and no Multiemployer Plan is be, Insolvent, in Reorganization or Insolvent. (b) Holdings and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA in endangered or the Code with respect to any plan critical status within the meaning of Section 3(3) 432 of ERISA which is subject to the Code or Section 305 or Title IV of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of Holdings and its Restricted Subsidiaries to pay moneyERISA.

ERISA. (a) Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: neither Neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412(a) 412 of the Code or Section 302(a)(2) 302 of ERISA) has occurred during the five-year period prior to the date on which this representation is made with respect to any Plan, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code; no . No termination of a Single Employer Plan has occurredoccurred that is a distress termination under Section 4041 of ERISA, a termination at the instigation of the PBGC or has resulted in, or could reasonably be likely to result in, a material liability to the Borrower, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period; the . The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits; neither Holdings benefits by a material amount. Neither the Borrower nor any of its Restricted Subsidiaries Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would could reasonably be expected to result in a material liability under ERISA; , and neither Holdings the Borrower nor any of its Restricted Subsidiaries Commonly Controlled Entity would become subject to any material liability under ERISA if Holdings the Borrower or any such Restricted Subsidiary Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made; and . To the Borrower’s knowledge, no such Multiemployer Plan is in Reorganization or Insolvent. . As of the Effective Date, the Borrower is not nor will be using “plan assets” (b) Holdings and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(33(42) of ERISA which is subject to Title IV ERISA) of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA one or more Benefit Plans in connection with the sponsor Loans, the Letters of such plan that would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of Holdings and its Restricted Subsidiaries to pay moneyCredit or the Commitments.

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

ERISA. (a) Except as Neither the Company nor any of its Subsidiaries nor any trade or business, whether or not incorporated (an "ERISA AFFILIATE") that together with the Company would not reasonably be expected, individually or in the aggregate, to have deemed a Material Adverse Effect: neither a Reportable Event nor an “accumulated funding deficiency” ("single employer" within the meaning of Section 412(a4001(b) of ERISA maintains or contributes to any "employee pension benefit plan" (as defined in Section 3(2) of the Code Employee Retirement Income Security Act of 1974, as amended ("ERISA")) covering employees or former employees of the Company or its Subsidiaries ("PLANS"), except for the Plans listed on Schedule 3.11. Neither the Company nor any of the Subsidiaries has any formal plan or commitment to create any additional Plan or modify or change any existing Plan that would affect any current or former employee of the Company or any of its Subsidiaries. Except as set forth on Schedule 3.11, to the knowledge of the Company and the Sellers: (i) with respect to each Plan that is neither a "multiemployer plan," as such term is defined in Section 302(a)(23(37) of ERISA (a "MULTIEMPLOYER PENSION PLAN") nor an "employee welfare benefit plan" (as defined in Section 3(1) of ERISA) has occurred during the five-year period prior to the date (a "WELFARE BENEFIT PLAN") that is identified as a multiemployer plan on which this representation is made Schedule 3.11, (A) such Plans are in material compliance with respect to any Planall applicable laws, and each Plan has complied with including the applicable provisions of ERISA and the Code; no termination of a Single Employer Plan has occurred, and no Lien in favor of (B) neither the PBGC or a Plan has arisen, during such five-year period; the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits; neither Holdings Company nor any of its Restricted Subsidiaries nor any ERISA Affiliate has had a complete or partial withdrawal from incurred any Multiemployer Plan that has resulted or would reasonably be expected liability to result in a the Pension Benefit Guaranty Corporation ("PBGC") nor any other liability under ERISA; neither Holdings nor any Title IV of its Restricted Subsidiaries would become subject ERISA with respect to any liability such Plans other than premiums due to the PBGC (which premiums have been paid when due) and (C) such Plans are qualified under ERISA if Holdings or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as Section 401(a) of the valuation date most closely preceding the date on which this representation is madeCode; and no Multiemployer Plan is in Reorganization or Insolvent. (bii) Holdings and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any Multiemployer Pension Plan: (A) neither the Company, any of its Subsidiaries nor any ERISA Affiliate has made or suffered a "complete withdrawal" or a "partial withdrawal," as such terms are respectively defined in Sections 4203 and 4205 of ERISA, (B) no event has occurred that presents a material risk of a partial withdrawal, (C) neither the Company, any of its Subsidiaries nor any ERISA Affiliate has any contingent liability under Section 4204 of ERISA, and no circumstances exist that present a material risk that any such plan within will go into reorganization, and (D) the meaning aggregate withdrawal liability of Section 3(3) of the Company, its Subsidiaries and the ERISA which Affiliates, computed as if a complete withdrawal by the Company, its Subsidiaries and the ERISA Affiliates had occurred under each such Plan on the date hereof, would not have a Material Adverse Effect. No Plan that is not a Multiemployer Pension Plan is subject to Title IV of ERISA and neither the Company, any of its Subsidiaries nor any ERISA Affiliate has maintained such a Plan during the past six years. Schedule 3.11 also lists each Welfare Benefit Plan maintained by the Company or its Subsidiaries covering employees of the Company or its Subsidiaries, and as to such employee welfare benefit plans that are not identified as multiemployer plans on Schedule 3.11, either the Company or one of the Subsidiaries has filed all reports required to be filed by it with the Internal Revenue Service or with the Department of Labor or the PBGC under applicable provisions of ERISA and the Code. With respect to each of the Plans that is maintained neither a Multiemployer Pension Plan nor a Welfare Benefit Plan identified on Schedule 3.11 as a multiemployer plan, the Company has heretofore delivered to Buyer true and complete copies of each of the following documents: (i) a copy of the Plan (including all amendments thereto); (ii) a copy of the most recent annual report, if required under ERISA; (iii) a copy of the most recent Summary Plan Description; and (iv) the most recent determination letter received from the Internal Revenue Service with respect to each Plan that is intended to be qualified under Section 401 of the Code. (b) Neither the Company nor any of its Subsidiaries has any liability for life, health, medical or other welfare benefits to former employees or beneficiaries or dependents thereof, except for health continuation coverage as required by Section 4980B of the Code or Part 6 of Title I of ERISA. (c) Schedule 3.11 lists each: (i) agreement with any director, executive officer or other key employee of the Company or any of its Subsidiaries (A) the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a Commonly Controlled Entity transaction involving the business of the nature of any of the transactions contemplated by this Agreement, (B) providing any remaining term of employment in excess of one year or (C) providing severance benefits or other benefits after the termination of employment of such director, executive officer or key employee and (ii) agreement, plan or arrangement under which any person may receive payments from the Company or any of its Subsidiaries that may be subject to the tax imposed by Section 4999 of the Code or included in the determination of such person's "parachute payment" under Section 280G of the Code. (d) Except as set forth on Schedule 3.11, there are no pending, anticipated or, to the knowledge of the Sellers, and the Company, threatened claims by or on behalf of any Plan, by any employee or beneficiary covered under any such Plan, or otherwise involving any such Plan (other than Holdings and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of Holdings and its Restricted Subsidiaries to pay moneyroutine claims for benefits).

ERISA. Compliance by the Parent and the Borrowers with the provisions hereof and Credit Events contemplated hereby will not involve any Prohibited Transaction. The Parent and each of its Subsidiaries, (ai) Except as would have fulfilled all obligations under minimum funding standards of ERISA and the Code with respect to each Plan that is not reasonably be expecteda Multiemployer Plan or a Multiple Employer Plan, except where the failure to do so, individually or in the aggregate, to have a Material Adverse Effect: neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) has occurred during the five-year period prior to the date on which this representation is made with respect to any Plan, and each Plan has complied with the applicable provisions of ERISA and the Code; no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period; the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits; neither Holdings nor any of its Restricted Subsidiaries has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would could not reasonably be expected to result in a liability under ERISA; neither Holdings nor any Material Adverse Effect, (ii) have satisfied all respective contribution obligations in respect of its Restricted Subsidiaries would become subject to any liability under ERISA if Holdings or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made; and no each Multiemployer Plan is and each Multiple Employer Plan, except where the failure to do so, individually or in Reorganization or Insolvent. (b) Holdings and its Restricted Subsidiaries have not incurredthe aggregate, and do could not reasonably expect be expected to incurresult in a Material Adverse Effect, any liability under (iii) are in compliance with all other applicable provisions of ERISA or and the Code with respect to each Plan, each Multiemployer Plan and each Multiple Employer Plan, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, and (iv) have not incurred any plan within the meaning of Section 3(3) of ERISA which is subject to Title IV of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer liability under Title IV of ERISA to the PBGC with respect to any Plan, any Multiemployer Plan, any Multiple Employer Plan, or any trust established thereunder, except where the sponsor incurrence of such plan that would liability could not reasonably be likely expected to have result in a Material Adverse Effect Effect. No Plan or trust created thereunder has been terminated, and there have been no Reportable Events, with respect to any Plan or trust created thereunder or with respect to any Multiemployer Plan or Multiple Employer Plan, which termination or Reportable Event will or could result in the termination of such Plan, Multiemployer Plan or Multiple Employer Plan and give rise to a direct obligation Material Adverse Effect. Neither the Parent, the Company nor any ERISA Affiliate is at the date hereof, or has been at any time within the two years preceding the date hereof, an employer required to contribute to any Multiemployer Plan or Multiple Employer Plan, or a “contributing sponsor” (as such term is defined in Section 4001 of Holdings ERISA) in any Multiemployer Plan or Multiple Employer Plan. Neither the Parent, the Company nor any ERISA Affiliate has any material contingent liability with respect to any post-retirement “welfare benefit plan” (as such term is defined in ERISA) except as has been disclosed to the Global Agent and its Restricted Subsidiaries to pay moneythe Lenders in writing. Neither the Parent nor any Subsidiary of the Parent maintains, in respect of employment in Canada, either (i) any defined benefit registered pension plan or (ii) any retiree welfare benefits plans for employees.

ERISA. (a) Except as would not reasonably be expected, individually or set forth in the aggregateBorrower’s reports as filed with the Securities and Exchange Commission, to have a Material Adverse Effect: neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) has occurred during the five-year period prior to the date on which this representation is made with respect to any Plan, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code; no termination Code and Borrower has filed all reports required to be filed under ERISA and the Code with respect to each such Plan. The Borrower has satisfied all material requirements imposed by ERISA and the Code with respect to the funding of all Plans except where the failure to file one or more reports will not have a material adverse effect on the ability of the Borrower to perform its obligations under this Agreement. (b) Except as set forth in the Borrower’s reports as filed with the Securities and Exchange Commission, neither a reportable event (as defined in Section 4043 of ERISA) which requires notification to the PBGC nor an "accumulated funding deficiency" (within the meaning of Section 412 of the Code or Section 302 of ERISA) has occurred or is occurring with respect to any Single Employer Plan has occurredestablished or maintained, or to which contributions have been made by Borrower or any Commonly Controlled Entity which would have a Material Adverse Effect. (c) Except as set forth in the Borrower’s reports as filed with the Securities and Exchange Commission, no events or conditions have occurred and are continuing which would permit any Plan to be terminated under circumstances which would cause the Lien in favor provided under Section 4068 of ERISA to attach to any assets of the PBGC Borrower or a Plan has arisen, during such five-year period; any Commonly Controlled Entity. (d) Neither 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; neither Holdings Borrower nor any of its Restricted Subsidiaries Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected to result in a liability under ERISA; Plan, and neither Holdings the Borrower nor any of its Restricted Subsidiaries Commonly Controlled Entity would become subject to any liability under ERISA if Holdings the Borrower or any such Restricted Subsidiary Commonly Controlled Entity were to withdraw partially or completely from all any Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made; and no . No such Multiemployer Plan is in Reorganization or Insolvent. (b) Holdings and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan within the meaning of Section 3(3) of ERISA which is subject to Title IV of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of Holdings and its Restricted Subsidiaries to pay money.

ERISA. (a) Except as would not reasonably be expectedas, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect: neither a Reportable (i) no ERISA Event nor an “accumulated funding deficiency” (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) has occurred during the fivethree-year period prior to the date on which this representation is made or deemed made with respect to any Plan, and each Plan has complied complied, and is in compliance, with its terms and the applicable provisions of ERISA and the Code; (ii) no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Single Employer Plan has arisen, during such fivethree-year period; (iii) except as described in Parent’s annual report on Form 10-K filed with the SEC, the present value of all accrued benefits under each benefit obligations of all underfunded Single Employer Plan Plans (based on those the assumptions used to fund such Plansfor purposes of applicable accounting standards) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, does not exceed the value of the assets of all such Plan allocable to such accrued benefitsunderfunded Single Employer Plans; (iv) neither Holdings Parent, Holdings, nor any of its Restricted Subsidiaries has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected to result in a liability under ERISA; neither Holdings nor any of its Restricted Subsidiaries ERISA Affiliate would become subject to any liability under Withdrawal Liability if Parent, Holdings, or any ERISA if Holdings or such Restricted Subsidiary Affiliate were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made; and no (v) none of Parent, Holdings, the Subsidiaries and the ERISA Affiliates has received any written notification that any Multiemployer Plan is Insolvent, in Reorganization “endangered” or “critical” status, or has been terminated (all within the meaning of Title IV of ERISA), or has knowledge that any Multiemployer Plan is reasonably expected to be Insolvent, in “endangered” or “critical” status, or terminated. (b) Holdings With respect to each employee benefit arrangement mandated by non-U.S. law (a “Foreign Benefit Arrangement”) and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any each employee benefit plan (within the meaning of Section 3(3) of ERISA which is ERISA, whether or not subject to Title IV ERISA) in each case maintained or contributed to by Parent, Holdings, the Subsidiaries or any ERISA Affiliate on behalf or for the benefit of ERISA employees located outside the U.S. and that is maintained by a Commonly Controlled Entity (other than Holdings and its Restricted Subsidiaries) not subject to U.S. law (a “Commonly Controlled Foreign Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with ), except as, in the sponsor of such plan that would aggregate, could not reasonably be likely expected to have a Material Adverse Effect Effect: (i) any employer and result employer contributions required by applicable law or by the terms of such Foreign Benefit Arrangement or Foreign Plan to have been made by Parent or the Subsidiaries have been made, or, if applicable, accrued in a direct obligation accordance with normal accounting practices; (ii) the accrued benefit obligations of Holdings each Foreign Plan that is maintained solely by Parent, Holdings, Borrower, any of their respective Subsidiaries or any ERISA Affiliate (based on those assumptions used to fund such Foreign Plan) with respect to all current and its Restricted former participants do not exceed the assets of such Foreign Plan; (iii) each Foreign Plan that is required to be registered by Parent or the Subsidiaries has been registered and has been maintained in good standing with applicable regulatory authorities; and (iv) each Foreign Benefit Arrangement and Foreign Plan that in each case is maintained solely by Parent, Holdings, Borrower, any of their respective Subsidiaries or any ERISA Affiliate is in compliance (A) with all applicable provisions of law and all applicable regulations and published interpretations thereunder with respect to pay moneysuch Foreign Plan or Foreign Benefit Arrangement and (B) with the terms of such plan.

ERISA. (a) Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) has occurred during the five-year period prior to the date on which this representation is made with respect to any Plan, and each Plan has complied with the applicable provisions of ERISA and the Code; no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period; the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits; neither Holdings nor none of Holdings, the Borrower or any of its Restricted Subsidiaries has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected to result in a liability under ERISA; neither Holdings nor none of Holdings, the Borrower or any of its Restricted Subsidiaries would become subject to any liability under ERISA if Holdings the Borrower or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made; and no Multiemployer Plan is in Reorganization or InsolventInsolvent nor has the PBGC or Holdings or any Commonly Controlled Entity or any Multiemployer Plan instituted proceedings or taken any other action during the five year period prior to the date on which this representation is made with respect to the withdrawal from, or the termination, Reorganization or Insolvency of, any Plan. (b) Holdings Holdings, the Borrower and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan within the meaning of Section 3(3) of ERISA which is subject to Title IV of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings Holdings, the Borrower and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of Holdings and Holdings, the Borrower or any of its Restricted Subsidiaries to pay money.

ERISA. (a) Except as would not reasonably be expectedPromptly after the Borrower or any of the Restricted Subsidiaries or any ERISA Affiliate knows or has reason to know of the occurrence of any of the following events that, individually or in the aggregateaggregate (including in the aggregate such events previously disclosed or exempt from disclosure hereunder, to the extent the liability therefor remains outstanding), would be reasonably likely to have a Material Adverse Effect: neither , the Borrower will deliver to the Administrative Agent a certificate of an Authorized Officer or any other senior officer of the Borrower setting forth details as to such occurrence and the action, if any, that the Borrower, such Restricted Subsidiary or such ERISA Affiliate is required or proposes to take, together with any notices (required, proposed or otherwise) given to or filed with or by the Borrower, such Restricted Subsidiary, such ERISA Affiliate, the PBGC, or a Multiemployer Plan administrator (provided that if such notice is given by the Multiemployer Plan administrator, it is given to any of the Borrower, or any of the Restricted Subsidiaries or any ERISA Affiliates thereof); that a Reportable Event nor has occurred; that a failure to satisfy the minimum funding standard under Section 412 of the Code has occurred or an “accumulated application is to be made to the Secretary of the Treasury for a waiver or modification of the minimum funding deficiency” standard (including any required installment payments) or an extension of any amortization period under Section 412 of the Code with respect to a Pension Plan; that a Pension Plan having an Unfunded Current Liability has been or is to be terminated under Title IV of ERISA (including the giving of written notice thereof); that a Pension Plan has an Unfunded Current Liability that has or will result in a Lien under ERISA or the Code; that proceedings will be or have been instituted to terminate a Pension Plan having an Unfunded Current Liability (including the giving of written notice thereof); that a proceeding has been instituted against the Borrower, a Restricted Subsidiary thereof or an ERISA Affiliate pursuant to Section 515 of ERISA to collect a delinquent contribution to a Multiemployer Plan; that the PBGC has notified the Borrower, any Restricted Subsidiary thereof or any ERISA Affiliate of its intention to appoint a trustee to administer any Pension Plan; that the Borrower, any Restricted Subsidiary thereof or any ERISA Affiliate has failed to make a required installment or other payment pursuant to Section 412 of the Code with respect to a Pension Plan or the failure to make any required contribution or payment to a Multiemployer Plan; that a determination has been made that any Pension Plan is in at-risk status within the meaning of Section 412(a) 430 of the Code or Section 302(a)(2) of ERISA) has occurred during the five-year period prior to the date on which this representation is made with respect to any Plan, and each Plan has complied with the applicable provisions 303 of ERISA and the Code; no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period; the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits; neither Holdings nor any of its Restricted Subsidiaries has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected to result in a liability under ERISA; neither Holdings nor any of its Restricted Subsidiaries would become subject to any liability under ERISA if Holdings or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made; and no Multiemployer Plan is in Reorganization endangered or Insolvent. (b) Holdings and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan critical status within the meaning of Section 3(3432 of the Code or Section 305 of ERISA; or that the Borrower, any Restricted Subsidiary thereof or any ERISA Affiliate has incurred (or has been notified in writing by a Multiemployer Plan administrator that it will incur) any liability (including any contingent or secondary liability) to or on account of a Plan pursuant to Section 409, 502(i), 502(l), 515, 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA which is subject to Title IV or Section 4971 or 4975 of ERISA the Code; the termination of any Foreign Plan has occurred; or that is maintained by a Commonly Controlled Entity any non-compliance with Applicable Law (other than Holdings and its Restricted Subsidiariesincluding funding requirements under such Applicable Law) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of Holdings and its Restricted Subsidiaries to pay moneyfor any Foreign Plan has occurred.

ERISA. (a) Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: neither a No Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) has occurred during the five-year period prior to the date on which this representation is made five years with respect to any Plan, and each Plan has complied with the applicable provisions of ERISA and the Code, except, in each case, to the extent that any such Reportable Event or failure to comply with the applicable provisions of ERISA or the Code could not reasonably be expected to result in a Material Adverse Effect. During the prior five years, there has been no (i) failure to make a required contribution to any Plan that would result in the imposition of an Adverse Claim or other encumbrance or the provision of security under Section 430 of the Code or Section 303 or 4068 of ERISA, or the arising of such an Adverse Claim; no or (ii) “unpaid minimum required contribution” or “accumulated funding deficiency” (as defined or otherwise set forth in Section 4971 of the Code or Part 3 of Subtitle B of Title I of ERISA), whether or not waived, except, in each case, to the extent that such event could not reasonably be expected to result in a Material Adverse Effect. No termination of a Single Employer Plan has occurred, and no Lien Adverse Claim in favor of the PBGC or a Plan has arisen, during such the prior five-year period; the years. The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such PlansPlan) did not, as of the last annual valuation date for which a certified actuarial valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits; neither Holdings , except as could not reasonably be expected to result in a Material Adverse Effect. Neither any PG&E Party nor any of its Restricted Subsidiaries Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan during the prior five years that has resulted or would could reasonably be expected to result in a material liability under ERISA; , and neither Holdings any PG&E Party nor any of its Restricted Subsidiaries Commonly Controlled Entity would become subject to any liability under ERISA if Holdings any PG&E Party or any such Restricted Subsidiary Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made; and no , except as could not reasonably be expected to result in a Material Adverse Effect. No such Multiemployer Plan is in Reorganization endangered or Insolvent. critical status (b) Holdings and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan within the meaning of Section 3(3305 of ERISA) of ERISA which is subject to Title IV of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and result or in a direct obligation of Holdings and its Restricted Subsidiaries to pay moneyInsolvency.

ERISA. Borrower and any Commonly Controlled Entity do not maintain or contribute to any Plan which is not in substantial compliance with ERISA, or any Single Employer Plan which has incurred any accumulated funding deficiency within the meaning of sections 412 and 418 of the Code or which has applied for or obtained a waiver from the Internal Revenue Service of any minimum funding requirement under section 412 of the Code. Borrower and any Commonly Controlled Entity have not incurred any liability to the PBGC in connection with any Plan covering any employees of Borrower or any Commonly Controlled Entity in amount exceeding Fifty Thousand Dollars (a$50,000) Except as would not reasonably be expectedin the aggregate or ceased operations at any facility or withdrawn from any Plan in a manner which could subject any of them to liability under sections 4062(e), individually 4063 or 4064 of ERISA in amount exceeding Fifty Thousand Dollars ($50,000) in the aggregate, and know of no facts or circumstance which might give rise to any liability of Borrower or any Commonly Controlled Entity to the PBGC under Title IV of ERISA in amount exceeding Fifty Thousand Dollars ($50,000) in the aggregate. Borrower and any Commonly Controlled Entity have a Material Adverse Effect: neither a Reportable Event nor an “accumulated funding deficiency” not incurred any withdrawal liability in amount exceeding Fifty Thousand Dollars ($50,000) in the aggregate (including but not limited to any contingent or secondary withdrawal liability) within the meaning of Section 412(a) sections 4201 and 4202 of ERISA, to any Multiemployer Plan, and no event has occurred, and there exists no condition or set of circumstances known to the Borrower, which presents a risk of the Code occurrence of any withdrawal from or Section 302(a)(2the partition, termination, reorganization or insolvency of any Multiemployer Plan which could result in any liability to a Multiemployer Plan in amount exceeding Fifty Thousand Dollars ($50,000) in the aggregate. Except for payments for which the minimum funding requirement has been waived under section 412 of ERISAthe Code, full payment has been made of all amounts which Borrower and any Commonly Controlled Entity are required to have paid as contributions to any Plan under applicable law or under any plan or any agreement relating to any Plan to which Borrower or any Commonly Controlled Entity is a party. Borrower and each Commonly Controlled Entity have made adequate provision for reserves to meet contributions that have not been made because they are not yet due under the terms of any Plan or related agreements. Neither Borrower nor any Commonly Controlled Entity has any knowledge, nor do any of them have any reason to believe, that any Reportable Event which could result in a liability or liabilities of Fifty Thousand Dollars ($50,000) or more in the aggregate has occurred during the five-year period prior to the date on which this representation is made with respect to any Plan, and each Plan has complied with the applicable provisions of ERISA and the Code; no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period; the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits; neither Holdings nor any of its Restricted Subsidiaries has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected to result in a liability under ERISA; neither Holdings nor any of its Restricted Subsidiaries would become subject to any liability under ERISA if Holdings or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made; and no Multiemployer Plan is in Reorganization or Insolvent. (b) Holdings and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan within the meaning of Section 3(3) of ERISA which is subject to Title IV of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of Holdings and its Restricted Subsidiaries to pay money.

ERISA. (a) Except as would not reasonably be expectedEach Plan and, individually or in the aggregate, to have a Material Adverse Effect: neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) has occurred during the five-year period prior to the date on which this representation is made with respect to any each Plan, the Borrower and each Plan has complied member of the Controlled Group, are in compliance in all material respects with the all applicable provisions of ERISA and the Code; . Each Plan which is intended to qualify under Section 401(a) of the Code has received a favorable determination letter from the IRS indicating that such Plan is so qualified or an application for such determination status will be filed on or before the expiration of the applicable remedial amendment period, and, to the knowledge of the Borrower and each member of the Controlled Group, nothing has occurred subsequent to the issuance of such determination letter which could reasonably be expected to cause such Plan to lose its qualified status. Either (a) there are no termination Pension Plans or (b) except as would not reasonably be expected to result in a Material Adverse Effect (i) the Borrower and each member of a Single Employer the Controlled Group have fulfilled their obligations under the minimum funding standards of Section 302 of ERISA and Section 412 of the Code, (ii) no Pension Plan has occurred, is in “at risk” status (as defined in Section 430 of the Code or Section 303 of ERISA) and no Lien Multiemployer Plan is in favor “critical” or “endangered” status under Section 432 of the PBGC Code or a Plan has arisenSection 305 of ERISA, during such five-year period; (iii) the present value of all accrued benefits benefit obligations under each Single Employer Pension Plan (based on those assumptions used to fund such PlansPension Plan) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Pension Plan allocable to such accrued benefits; benefit obligations by a material amount, (iv) as of the most recent valuation date for each Multiemployer Plan, the liability that would be incurred by the Borrower or any member of the Controlled Group upon a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 or Section 4205 of ERISA) is zero, and (v) neither Holdings the Borrower nor any member of its Restricted Subsidiaries the Controlled Group has had a complete incurred, or partial withdrawal from reasonably expects to incur, any Multiemployer Plan liability to the PBGC (other than for the payment of premiums), the IRS or any employee benefit plan under Title IV of ERISA with respect thereto. No employee benefit plan that is subject to the laws of any jurisdiction outside the United States that is maintained or contributed to by the Borrower or any member of the Controlled Group has resulted incurred, or reasonably expects to incur, any liability that would reasonably be expected to result in a liability under ERISA; neither Holdings nor any of its Restricted Subsidiaries would become subject to any liability under ERISA if Holdings or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made; and no Multiemployer Plan is in Reorganization or Insolvent. (b) Holdings and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan within the meaning of Section 3(3) of ERISA which is subject to Title IV of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of Holdings and its Restricted Subsidiaries to pay moneyEffect.

ERISA. (a) Except as would not reasonably be expected, individually or expected to result in the aggregate, to have a Material Adverse Effect: , (i) neither a Reportable Event nor an “accumulated a failure to satisfy the minimum funding deficiency” standards (within the meaning of Section 412(a) Sections 412 or 430 of the Code or Section 302(a)(2) 303 of ERISA) ), whether or not waived, has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Single Employer Plan, and each Single Employer Plan has complied in all material respects with the applicable provisions of ERISA and the Code; (ii) no termination of a Single Employer Plan has occurredoccurred (other than a standard termination within the meaning of Section 4041(b) of ERISA), and no Lien on the assets or property of any Group Member or any Commonly Controlled Entity in favor of the PBGC or a Plan has arisen, during such five-year period; the present value of all accrued benefits under each (iii) there has been no determination that any Single Employer Plan is, or is expected to be, in “at risk” status (based on those assumptions used to fund such Planswithin the meaning of Section 430(i)(4) did not, as of the last annual valuation date prior Code or Section 303(i)(4) of ERISA), (iv) there has been no failure to the date on which this representation is made or deemed mademake, exceed the value by its due date, a required installment payment under Section 430(j) of the assets of such Code with respect to any Single Employer Plan allocable to such accrued benefits; neither Holdings nor any failure to make by its due date a required contribution to a Multiemployer Plan and (v) no Foreign Plan Event has occurred or is reasonably expected to occur. Except as would not reasonably be expected to result in a Material Adverse Effect, none of its Restricted the Borrower, Subsidiaries nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected to result in a liability under ERISA; neither Holdings Plan, and none of the Borrower, Subsidiaries nor any of its Restricted Subsidiaries Commonly Controlled Entity would become subject to any liability under ERISA if Holdings or such Restricted Subsidiary entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made; and . Except as would not reasonably be expected to result in a Material Adverse Effect, no Multiemployer Plan is Insolvent, or in Reorganization “endangered” or Insolvent. “critical” status (b) Holdings and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan within the meaning of Section 3(3432(b) of ERISA which is subject to Title IV the Code or Section 305(b) of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of Holdings and its Restricted Subsidiaries to pay moneyERISA).

ERISA. (ai) Except as would not reasonably be expected, individually or in the aggregate, expected to have a Material Adverse Effect: neither a Reportable Event nor an “accumulated funding deficiency” , there are no Unfunded Liabilities (within A) with respect to the meaning Borrower or any of its Restricted Subsidiaries and (B) with respect to any ERISA Affiliate; provided that for purposes of this Section 412(a5.11(a)(i)(B) only, Unfunded Liabilities means the amount (if any) by which the projected benefit obligation exceeds the value of the plan’s assets as of its last valuation date using the actuarial assumptions and methods being used by the plan’s actuaries for making such determination. (ii) Each Plan and Employee Benefit Arrangement, other than a Multiemployer Plan, complies in all respects with the applicable requirements of ERISA and the Code or Section 302(a)(2(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 all Multiemployer Plans to which it contributes, except, in each case, to the extent that the failure to comply therewith would not reasonably be expected to have a Material Adverse Effect. (iii) of ERISA) Except as would not reasonably be expected to have a Material Adverse Effect, no ERISA Event has occurred during the five-year period prior or is reasonably expected to the date on which this representation is made occur with respect to any Plan, and each Plan . (iv) Neither the Borrower nor any of its Restricted Subsidiaries: (A) is or has complied with the applicable provisions of ERISA and the Code; no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period; the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of been within the last annual valuation date prior six years a party to any Multiemployer Plan; or (B) has completely or partially withdrawn from any Multiemployer Plan except, in each case, that would not reasonably be expected to have a Material Adverse Effect. (v) Neither the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits; neither Holdings Borrower nor any of its Restricted Subsidiaries has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected to result in a contingent liability under ERISA; neither Holdings nor any of its Restricted Subsidiaries would become subject to any liability under ERISA if Holdings or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made; and no Multiemployer Plan is in Reorganization or Insolvent. (b) Holdings and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan within the meaning of Section 3(3) of ERISA which is subject to Title IV of ERISA postretirement benefit under a Welfare Plan that is maintained by a Commonly Controlled Entity (other than Holdings and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would could reasonably be likely expected to have a Material Adverse Effect and result in a direct obligation of Holdings and its Restricted Subsidiaries to pay moneyEffect.

ERISA. (ai) Except as would not reasonably be expectedEach Plan is in compliance in all material respects with the applicable provisions of ERISA, individually the Code and other federal or in the aggregate, state Laws. Each Plan that is intended to have a Material Adverse Effect: neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning of qualify under Section 412(a401(a) of the Code has received from the IRS a favorable determination or Section 302(a)(2) 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 an IRS-approved master and prototype or volume submitter plan, or a timely application for such a determination or opinion letter is currently being processed by the IRS with respect thereto; and, to the best knowledge of ERISA) Seller, nothing has occurred during which would prevent, or cause the five-year loss of, such qualification. Seller and each member of the ERISA Group have made all required contributions to each 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 prior pursuant to Sections 412 or 430 of the date on which this representation is Code has been made with respect to any Pension Plan, and each Plan has complied with the applicable provisions of ERISA and the Code; no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period; the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits; neither Holdings nor any of its Restricted Subsidiaries has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected to result in a liability under ERISA; neither Holdings nor any of its Restricted Subsidiaries would become subject to any liability under ERISA if Holdings or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made; and no Multiemployer Plan is in Reorganization or Insolvent. (bii) Holdings and its Restricted Subsidiaries have not (A) No ERISA Event has occurred or is reasonably expected to occur; (B) no Pension 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, and do not or reasonably expect expects to incur, any liability under Title IV of ERISA or the Code with respect to any plan within the meaning of Section 3(3) of ERISA which is subject to Title IV of ERISA that is maintained by a Commonly Controlled Entity Pension Plan (other than Holdings premiums due and its Restricted Subsidiariesnot delinquent under Section 4007 of ERISA); (D) neither Seller nor any member of the 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 Section 4201 of ERISA, with respect to a “Commonly Controlled Multiemployer Plan”; (E) merely neither Seller nor any member of the ERISA Group has received notice that a Multiemployer Plan is insolvent; (F) neither Seller nor any member of the ERISA Group has engaged in a 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 virtue of being treated as a single employer 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 with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of Holdings and its Restricted Subsidiaries to pay moneyterminate any Pension Plan or Multiemployer Plan.

ERISA. One or more of the following events shall have occurred and are continuing that, when taken together with all other such events enumerated under this Section 7.01(j) (aEvents of Default) Except as would not that have occurred and are continuing, could reasonably be expected, individually or in the aggregate, expected to have a Material Adverse Effect: neither (i) any Plan shall fail to satisfy the minimum funding standards of ERISA or the Code for any plan year or part thereof or a Reportable Event nor waiver of such standards or extension of any amortization period is sought or granted under Section 412 or 430 of the Code or Section 302 or 303 of ERISA, (ii) the termination of any Plan or Multiemployer Plan occurs (including the treatment of any plan amendment as a termination) or a notice of intent to terminate any Plan shall have been filed with the PBGC or the PBGC shall have instituted proceedings under Section 4042 or Section 4041A of ERISA, respectively, to terminate or appoint a trustee to administer any Plan or Multiemployer Plan or the PBGC shall have notified in writing any Borrower ERISA Group Member that any Plan or Multiemployer Plan shall become a subject of any such proceedings, (iii) there is an aggregate “accumulated funding deficiencyamount of unfunded benefit liabilities” (within the meaning of Section 412(a4001(a)(18) of ERISA) under all Plans and all Multiemployer Plans, determined in accordance with Title IV of ERISA, (iv) any Borrower ERISA Group Member shall have incurred or is reasonably expected to incur any liability pursuant to Title IV of ERISA (other than as a result of any failure to make contributions on a timely basis to satisfy the minimum funding standards of ERISA or to pay required premiums on a timely basis to the PBGC, in either case, that is satisfied within 30-days following the due date thereof) or the penalty or excise tax provisions of the Code relating directly to any Plan or Multiemployer Plan (including, but not limited to Section 4975 of the Code or Section 406 of ERISA), (v) any Borrower ERISA Group Member (X) fails to make required contributions to or completely or partially withdraws (as determined pursuant to Section 4203 or 4205 of ERISA, as applicable) from any applicable Plan or Multiemployer Plan or (Y) receives written notice from a relevant party with respect to such plan informing such Borrower ERISA Group Member of the imposition of any withdrawal liability with respect to such Plan or Multiemployer Plan or (Z) receives written notice from a relevant party with respect to such plan that any Multiemployer Plan is in “critical” or “endangered” status (within the meaning of Section 432 of the Code or Section 305 of ERISA) or insolvent (within the meaning of Title IV of ERISA), (vi) any Borrower ERISA Group Member establishes or amends any “employee welfare benefit plan” (as defined under Section 3(2) of ERISA) that provides post-employment medical or post-employment life insurance benefits (other than as required pursuant to COBRA or other applicable Governmental Rule or other than as payable as a result of a death that resulted in termination of such employment) to its former employees in a manner that would increase the liability of any Borrower ERISA Group Member thereunder, (vii) any Borrower ERISA Group Member receives written notice from a Plan’s actuary that such Plan is in “at-risk” status (as defined in Section 303(i)(4) of ERISA or Section 430(i)(4) of the Code), (viii) any Reportable Event occurs, (ix) the imposition of a Lien pursuant to Section 430(k) of the Code or Section 302(a)(2303(k) of ERISA) has occurred during the five-year period prior to the date on which this representation is made with respect to any Plan, and each Plan has complied with the applicable provisions of ERISA and the Code; no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period; the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of against the assets of such Plan allocable to such accrued benefits; neither Holdings nor any Borrower ERISA Group Member, or a violation of its Restricted Subsidiaries has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected to result in a liability under ERISA; neither Holdings nor any Section 436(b)-(e) of its Restricted Subsidiaries would become subject to any liability under ERISA if Holdings or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made; and no Multiemployer Plan is in Reorganization or Insolvent. (b) Holdings and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any Plan occurs, (x) revocation by the IRS of the qualified or tax-exempt status of any Plan or any trust thereunder that is intended to qualify for tax exempt status under Section 401 or 501 of the Code, (xi) with respect to a Plan, the cessation of operations at any facility of any Borrower ERISA Group Member under circumstances described in Section 4062(e) of ERISA or (xii) the withdrawal by any Borrower ERISA Group Member from any “multiple employer plan” (as described under Section 4064 of ERISA) during any plan year for which it was a “substantial employer” (within the meaning of Section 3(34001(a)(2) of ERISA which is subject to Title IV of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of Holdings and its Restricted Subsidiaries to pay moneyERISA).

ERISA. (a) Except as as, in the aggregate, would not reasonably be expected, individually or in the aggregate, expected to have a Material Adverse Effect, none of the following has occurred: neither (i)(A) a Reportable Event nor with respect to any Plan; (B) an “accumulated funding deficiency” with respect to any Plan (within the meaning of Section 412(a) section 412 of the Code or Section 302(a)(2) section 302 of ERISA), and, on and after the effectiveness of the Pension Act, any failure by any Plan to satisfy the minimum funding standards (within the meaning of section 412 of the Code or section 302 of ERISA), whether or not waived; (C) has occurred during the five-year period prior filing pursuant to section 412 of the date on which this representation is made Code or section 303 of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (D) the failure to make by its due date a required installment under section 412(m) of the Code with respect to any Plan or the failure to make any required contribution to a Multiemployer Plan; (E) the incurrence by the Borrower or any Commonly Controlled Entity of any liability under Title IV of ERISA with respect to the termination of any Plan, including but not limited to the imposition of any Lien in favor of the PBGC or any Plan; (F) on and after the effectiveness of the Pension Act, a determination that any Plan is, or is reasonably expected to be, in “at risk” status (within the meaning of Title IV of ERISA); (G) the receipt by the Borrower or any Commonly Controlled Entity from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or to appoint a trustee to administer any Plan under section 4042 of ERISA; (H) the incurrence by the Borrower or any Commonly Controlled Entity of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (I) the receipt by the Borrower or any Commonly Controlled Entity of any notice, or the receipt by any Multiemployer Plan from the Borrower or any Commonly Controlled Entity of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is reasonably expected to be, in Insolvency or in Reorganization or, on and after the effectiveness of the Pension Act, is or is reasonably expected to be in endangered or critical status, within the meaning of section 432 of the Code or section 305 or Title IV of ERISA, or has been or is reasonably expected to be terminated within the meaning of Title IV of ERISA; (ii) each Plan has complied of the Borrower and any Commonly Controlled Entity is in compliance with the applicable provisions of ERISA and the CodeCode and the regulations and published interpretations with respect to any Plan; no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period; (iii) the present value of all accrued benefits under each Single Employer Plan of the Borrower and any Commonly Controlled Entity (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; neither Holdings nor any benefits and the present value of its Restricted Subsidiaries has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected to result in a liability under ERISA; neither Holdings nor any all accrued benefit obligations of its Restricted Subsidiaries would become subject to any liability under ERISA if Holdings or such Restricted Subsidiary were to withdraw completely from all Multiemployer underfunded Plans as (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) does not exceed the value of the valuation date most closely preceding assets of all such underfunded Plans; (iv) a non-exempt “prohibited transaction” (within the date on which this representation is mademeaning of section 406 of ERISA or section 4975 of the Code) involving any Plan; and no Multiemployer Plan is (v) all amounts required by applicable law with respect to, or by the terms of, any retiree welfare benefit arrangement have been accrued in Reorganization or Insolventaccordance with Statement of Financial Accounting Standards No. 106. (b) Holdings and its Restricted Subsidiaries have not incurredExcept as, and do in the aggregate, would not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan within the meaning of Section 3(3) of ERISA which is subject to Title IV of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would reasonably be likely expected to have a Material Adverse Effect Effect, (i) all employer and result employee contributions required by applicable law or by the terms of any Foreign Benefit Arrangement or Foreign Plan have been made, or, if applicable, accrued in a direct obligation accordance with normal accounting practices; (ii) the accrued benefit obligations of Holdings each Foreign Plan (based on those assumptions used to fund such Foreign Plan) with respect to all current and its Restricted Subsidiaries former participants do not exceed the assets of such Foreign Plan; (iii) each Foreign Plan that is required to pay moneybe registered has been registered and has been maintained in good standing with applicable regulatory authorities; and (iv) each such Foreign Benefit Arrangement and Foreign Plan is in compliance (A) with all material applicable provisions of law and all material applicable regulations and published interpretations thereunder with respect to such Foreign Plan or Foreign Benefit Arrangement and (B) with the terms of such plan or arrangement.

ERISA. Borrower shall (a) Except as cause each Borrower Benefit Plan to comply in all material respects with the Code and ERISA; (b) cause any Borrower Benefit Plan that is intended to satisfy the requirements of Section 401(a) of the Code to satisfy such requirements in all material respects; (c) prepare and deliver each material report, statement or other document required by ERISA and the Code within the period specified therein and conforming in form and substance in all material respects to the provisions thereof; and (d) cause each Borrower Benefit Plan (other than a Multiemployer Plan) to be administered in all material respects in accordance with the terms of each such plan and with ERISA, the Code, and any other applicable law, except to the extent any failure to comply with the preceding clauses (a), (b) (c), or (d) would not have a Material Adverse Effect. Within ten (10) Banking Days after receiving such notice, Borrower shall furnish to Administrative Agent any written notice received by Borrower relating to an assertion of withdrawal liability imposed by any Multiemployer Plan upon Borrower or Borrower’s controlled group, as defined in Code Section 414(b), (c), (m), or (o), or relating to any violation of the provisions of the Code or ERISA asserted by the Department of Labor, the Pension Benefit Guaranty Corporation or the Department of the Treasury with respect to any Borrower Benefit Plan that could reasonably be expected, individually or in the aggregate, expected to have a Material Adverse Effect. Borrower shall notify the Administrative Agent within sixty (60) days after: neither a Reportable Event nor an (l) commencing participation in any “accumulated funding deficiencymultiple employer plan” (within the meaning of Section 412(a) 413 of the Code or Section 302(a)(2) of ERISA) has occurred during the five-year period prior to the date on which this representation is made with respect to any Plan, and each Plan has complied with the applicable provisions of ERISA and the Code; no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period; the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plansm) 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; neither Holdings nor any of its Restricted Subsidiaries has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected to result commencing participation in a liability under ERISA; neither Holdings nor any of its Restricted Subsidiaries would become subject to any liability under ERISA if Holdings or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made; and no Multiemployer Plan is in Reorganization or Insolvent. (b) Holdings and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan “multiple employer welfare arrangement” within the meaning of Section 3(33(40) of ERISA; or (n) establishing or becoming obligated to contribute to any employee “retiree health plan” within the meaning of Section 3(1) of ERISA which is subject to Title IV for the benefit of ERISA that is maintained by a Commonly Controlled Entity retired or former employees (other than Holdings as required by Section 4980B of the Code and its Restricted Subsidiaries) Sections 601 through 608 of ERISA (a “Commonly Controlled PlanCOBRA”) merely by virtue or other applicable law). Borrower shall notify the Administrative Agent within sixty (60) days after Borrower has knowledge of being treated the occurrence of any fact or event which would make any of the representations contained in Subsections 7.10.2, 7.10.4, 7.10.6, or 7.10.10 hereof incorrect if such representations were made as a single employer under Title IV of ERISA with the sponsor date of such plan occurrence with respect to any Borrower Benefit Plan that would reasonably be likely to have is a Material Adverse Effect and result in a direct obligation of Holdings and its Restricted Subsidiaries to pay moneyMultiemployer Plan.

ERISA. (a) Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: neither Neither a Reportable Event nor an a failure to satisfy the “accumulated minimum funding deficiencystandards” (whether or not waived), within the meaning of Section 412(a) 412 of the Code or Section 302(a)(2) 302 of ERISA) has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan, and during such five-year period, there has been no failure to make by its due date a required installment under Section 430(j) of the Code with respect to any Single Employer Plan and no Lien in favor of the PBGC with respect to Plan or in favor of a Plan has arisen. Except as, in the aggregate, would not reasonably be expected to have a Material Adverse Effect: (i) each Plan has complied in all respects with the applicable provisions of ERISA and the Code; (ii) each Plan that is subject to Title IV of ERISA has satisfied the minimum funding standards (within the meaning of Section 412 or 430 of the Code or Section 302 of ERISA) applicable to such Plan, and there has been no determination that any such Plan is, or is expected to be, in “at risk” status (within the meaning of Title IV of ERISA); (iii) neither the Borrower nor any Commonly Controlled Entity has received a notice from the PBGC to terminate any Plan under Section 4041 of ERISA or to have a trustee appointed for any Plan under Section 4042 of ERISA; (iv) no termination of a Single Employer Plan has occurred, occurred and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period; the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits; (v) neither Holdings the Borrower nor any of its Restricted Subsidiaries Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would could reasonably be expected to result in a liability under ERISA; , and neither Holdings the Borrower nor any of its Restricted Subsidiaries Commonly Controlled Entity would become subject to any liability under ERISA if Holdings the Borrower or any such Restricted Subsidiary Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made; and (vi) no Multiemployer Plan to which the Borrower or any Commonly Controlled Entity contributes, is obligated to contribute to, or in Reorganization the preceding five years had an obligation to contribute to, is Insolvent or Insolvent. (b) Holdings and its Restricted Subsidiaries have not incurredin endangered or critical status, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan within the meaning of Section 3(3) 432 of ERISA which is subject to the Code or Section 305 or Title IV of ERISA that ERISA; and (vii) the Borrower is maintained by a Commonly Controlled Entity (other than Holdings not and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would could not reasonably be likely expected to have a Material Adverse Effect and result in a direct obligation of Holdings and its Restricted Subsidiaries be subject to pay moneyany liability with respect to any Plan.

ERISA. (a) Except as set forth on Schedule 6.14 or except as would not reasonably be expected, individually or result in the aggregate, to have a Material Adverse Effect: neither a Reportable Event nor an “accumulated funding deficiency” : (within the meaning of Section 412(aa) of the Code or Section 302(a)(2) of ERISA) has occurred during During the five-year period prior to the date on which this representation is made or deemed made: (i) no Termination Event has occurred, and, to the best knowledge of the Credit Parties, no event or condition has occurred or exists as a result of which any Termination Event could reasonably be expected to occur, with respect to any Plan; (ii) no "accumulated funding deficiency," as such term is defined in Section 302 of ERISA and Section 412 of the Code, and whether or not waived, has occurred with respect to any Plan; (iii) each Plan has complied been maintained, operated, and funded in compliance with its own terms and in material compliance with the applicable provisions of ERISA and ERISA, the Code; no termination of a Single Employer Plan has occurred, and any other applicable federal or state laws; and (iv) no Lien lien in favor of or the PBGC or a Plan has arisen, during such five-year period; the arisen or is reasonably likely to arise on account of any Plan. (b) The actuarial present value of all accrued benefits "benefit liabilities" under each Single Employer Plan (based on those determined within the meaning of Section 401(a)(2) of the Code, utilizing the actuarial assumptions used to fund such Plans) ), whether or not vested, did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the current value of the assets of such Plan allocable to such accrued benefits; neither Holdings liabilities. (c) Neither the Borrower, nor any of its Restricted Subsidiaries nor any ERISA Affiliate has had a complete or partial incurred, or, to the best knowledge of the Credit Parties, are reasonably expected to incur, any withdrawal from liability under ERISA to any Multiemployer Plan that has resulted or would reasonably be expected to result in a liability under ERISA; neither Holdings Multiple Employer Plan. Neither the Borrower, nor any of its Restricted Subsidiaries would become subject to nor any liability under ERISA if Holdings or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made; and no Affiliate has received any notification that any Multiemployer Plan is in Reorganization or Insolvent. reorganization (b) Holdings and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan within the meaning of Section 3(34241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA), or has been terminated (within the meaning of Title IV of ERISA), and no Multiemployer Plan is, to the best knowledge of the Credit Parties, reasonably expected to be in reorganization, insolvent, or terminated. (d) No prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) or breach of fiduciary responsibility has occurred with respect to a Plan which has subjected or may subject the Borrower or any of its Subsidiaries or any ERISA Affiliate to any liability under Sections 406, 409, 502(i), or 502(l) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which the Borrower or any of its Subsidiaries or any ERISA Affiliate has agreed or is required to indemnify any person against any such liability. (e) The present value (determined using actuarial and other assumptions which are reasonable with respect to the benefits provided and the employees participating) of the liability of the Borrower and its Subsidiaries and each ERISA Affiliate for post-retirement welfare benefits to be provided to their current and former employees under Plans which are welfare benefit plans (as defined in Section 3(1) of ERISA), net of all assets under all such Plans allocable to such benefits, are reflected on the Financial Statements in accordance with FAS 106. (f) Each Plan which is subject a welfare plan (as defined in Section 3(1) of ERISA) to Title IV which Sections 601-609 of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue Section 4980B of being treated as a single employer under Title IV of ERISA the Code apply has been administered in compliance in all material respects with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of Holdings and its Restricted Subsidiaries to pay moneysections.

ERISA. (a) Except as would not result or be reasonably be expected, individually or expected to result in the aggregate, to have a Material Adverse Effect: neither a Reportable Event nor an “accumulated funding deficiency” : (within the meaning of Section 412(aa) of the Code or Section 302(a)(2) of ERISA) has occurred during During the five-year period prior to the date on which this representation is made or deemed made: (i) no Termination Event has occurred, and, to the best knowledge of the Credit Parties, no event or condition has occurred or exists as a result of which any Termination Event could reasonably be expected to occur, with respect to any Plan; (ii) no "accumulated funding deficiency," as such term is defined in Section 302 of ERISA and Section 412 of the Code, and whether or not waived, has occurred with respect to any Plan; (iii) each Plan has complied been maintained, operated, and funded in compliance with its own terms and in material compliance with the applicable provisions of ERISA and ERISA, the Code; no termination of a Single Employer Plan has occurred, and any other applicable federal or state laws; and (iv) no Lien lien in favor of or the PBGC or a Plan has arisen, during such five-year period; the arisen or is reasonably likely to arise on account of any Plan. (b) The actuarial present value of all accrued benefits "benefit liabilities" under each Single Employer Plan (based on those determined within the meaning of Section 401(a)(2) of the Code, utilizing the actuarial assumptions used to fund such Plans) ), whether or not vested, did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the current value of the assets of such Plan allocable to such accrued benefits; neither Holdings liabilities. (c) Neither any Credit Party nor any ERISA Affiliate has incurred, or, to the best knowledge of the Credit Parties, are reasonably expected to incur, any withdrawal liability under ERISA to any Multiemployer Plan or Multiple Employer Plan. Neither the Borrower, any of its Restricted Subsidiaries has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected to result in a liability under ERISA; neither Holdings nor any of its Restricted Subsidiaries would become subject to ERISA Affiliate has received any liability under ERISA if Holdings or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made; and no notification that any Multiemployer Plan is in Reorganization or Insolvent. reorganization (b) Holdings and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan within the meaning of Section 3(34241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA), or has been terminated (within the meaning of Title IV of ERISA), and no Multiemployer Plan is, to the best knowledge of the Credit Parties, reasonably expected to be in reorganization, insolvent, or terminated. (d) No prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) or breach of fiduciary responsibility has occurred with respect to a Plan which has subjected or is reasonably likely to subject the Borrower or any of its Subsidiaries or any ERISA Affiliate to any liability under Sections 406, 409, 502(i), or 502(l) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which a Credit Party or any ERISA Affiliate has agreed or is required to indemnify any person against any such liability. (e) The present value (determined using actuarial and other assumptions which are reasonable with respect to the benefits provided and the employees participating) of the liability of the Credit Parties and each ERISA Affiliate for post-retirement welfare benefits to be provided to their current and former employees under Plans which are welfare benefit plans (as defined in Section 3(1) of ERISA), net of all assets under all such Plans allocable to such benefits, are reflected on the Financial Statements in accordance with FASB 106. (f) Each Plan which is subject a welfare plan (as defined in Section 3(1) of ERISA) to Title IV which Sections 601-609 of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue Section 4980B of being treated as a single employer under Title IV of ERISA the Code apply has been administered in compliance in all material respects with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of Holdings and its Restricted Subsidiaries to pay moneysections.

ERISA. (a) Except as would not reasonably be expected, individually or in to the aggregate, to have a Material Adverse Effect: neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning extent of Section 412(a) any of the Code following which may arise as a result of a default under the PBGC Agreement: (i) Neither any Obligor nor any Related Company maintains or Section 302(a)(2) of ERISA) has occurred during the five-year period prior to the date on which this representation is made with respect contributes to any Plan, and each Benefit Plan other than those listed on SCHEDULE 6.1(P). (ii) No Benefit Plan has complied with the applicable provisions of ERISA and the Code; no termination of a Single Employer Plan has occurredbeen terminated or partially terminated, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period; the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits; neither Holdings nor any of its Restricted Subsidiaries has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected to result in a liability under ERISA; neither Holdings nor any of its Restricted Subsidiaries would become subject to any liability under ERISA if Holdings or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made; and no Multiemployer Plan is insolvent or in Reorganization reorganization, nor have any proceedings been instituted to terminate any Benefit Plan or Insolventto reorganize any Multiemployer Plan. (biii) Holdings and its Restricted Subsidiaries have not incurredNeither any Obligor nor any Related Company has withdrawn from any Benefit Plan or Multiemployer Plan, and do not reasonably expect 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 incur, any Multiemployer Plan pursuant to Title IV of ERISA. (v) Neither any Obligor nor any Related Company has incurred any liability under ERISA or to the Code PBGC other than for required insurance premiums which have been paid when due. (vi) No Reportable Event has occurred with respect to a Plan. (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, 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 IRS to be qualified under Section 401(a) of 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(33(l) of ERISA which is subject provides benefits to Title IV employees after termination of ERISA that is maintained by a Commonly Controlled Entity (employment other than Holdings and its Restricted Subsidiariesas required by Section 601 of ERISA. (xi) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA Schedule B to the most recent annual report filed with the sponsor IRS with respect to each Benefit Plan and furnished to the Lender is complete and accurate. Since the date of each such Schedule B, there has been no adverse change in funding status or financial condition of the Benefit Plan relating to such Schedule B. (xii) Neither any Obligor nor any Related Company has failed to make a required installment under Subsection (m) of Section 412 of the Internal Revenue Code or any other payment required under Section 412 of the Internal Revenue Code on or before the due date for such installment or other payment, except to the extent any such failure has been cured. (xiii) Neither any Obligor nor any Related Company is required to provide security to a Benefit Plan under Section 401(a)(29) of the Internal Revenue Code due to a Benefit Plan amendment that results in an increase in current liability for the plan that year. (xiv) Neither any Obligor, nor any Related Company, nor any other "party-in-interest" or "disqualified person" has engaged in a nonexempt "prohibited transaction," as such terms are defined in Section 4975 of the Internal Revenue Code and Section 406 of ERISA, in connection with any Plan or has taken or failed to take any action which would reasonably be likely to have a Material Adverse Effect and constitute or result in a direct obligation of Holdings and its Restricted Subsidiaries to pay moneyTermination Event.

ERISA. (a) Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) has occurred during During the five-year period prior to the date on which this representation is made or deemed made: (i) no ERISA Event has occurred, and, to the best knowledge of the Executive Officers of the Credit Parties, no event or condition has occurred or exists as a result of which any ERISA Event could reasonably be expected to occur, with respect to any Plan; (ii) no “accumulated funding deficiency,” as such term is defined in Section 302 of ERISA and Section 412 of the Code, and whether or not waived, has occurred with respect to any Plan; (iii) each Plan has complied been maintained, operated, and funded in compliance with its own terms and in material compliance with the applicable provisions of ERISA and ERISA, the Code; no termination of a Single Employer Plan has occurred, and any other applicable Federal or state laws; and (iv) no Lien in favor of the PBGC or a Plan has arisen, during such five-year period; the arisen or is reasonably likely to arise on account of any Plan. (b) The actuarial present value of all accrued benefits “benefit liabilities” (as defined in Section 4001(a)(16) of ERISA), whether or not vested, under each Single Employer Plan (based on those assumptions used to fund such Plans) did notPlan, as of the last annual valuation date prior to the date on which this representation is made or deemed mademade (determined, in each case, in accordance with Financial Accounting Standards Board Statement 87, utilizing the actuarial assumptions used in such Plan’s most recent actuarial valuation report), did not exceed as of such valuation date the fair market value of the assets of such Plan allocable to such accrued benefits; neither Holdings Plan. (c) Neither any Consolidated Party nor any ERISA Affiliate has incurred, or, to the best knowledge of its Restricted Subsidiaries has had a complete or partial the Executive Officers of the Credit Parties, could be reasonably expected to incur, any withdrawal from liability under ERISA to any Multiemployer Plan that has resulted or would reasonably be expected to result in a liability under ERISA; neither Holdings Multiple Employer Plan. Neither any Consolidated Party nor any of its Restricted Subsidiaries ERISA Affiliate would become subject to any withdrawal liability under ERISA if Holdings any Consolidated Party or such Restricted Subsidiary any ERISA Affiliate were to withdraw completely from all Multiemployer Plans and Multiple Employer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made; . Neither any Consolidated Party nor any ERISA Affiliate has received any notification that any Multiemployer Plan is in reorganization (within the meaning of Section 4241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA), or has been terminated (within the meaning of Title IV of ERISA), and no Multiemployer Plan is is, to the best knowledge of the Executive Officers of the Credit Parties, reasonably expected to be in Reorganization reorganization, insolvent, or Insolventterminated. (bd) Holdings and its Restricted Subsidiaries have not incurred, and do not reasonably expect No prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) or breach of fiduciary responsibility has occurred with respect to incur, a Plan which has subjected or may subject any Consolidated Party or any ERISA Affiliate to any liability under Sections 406, 409, 502(i), or 502(l) of ERISA or Section 4975 of the Code Code, or under any agreement or other instrument pursuant to which any Consolidated Party or any ERISA Affiliate has agreed or is required to indemnify any Person against any such liability. (e) Neither any Consolidated Party nor any ERISA Affiliates has any material liability with respect to “expected post-retirement benefit obligations” within the meaning of the Financial Accounting Standards Board Statement 106. Each Plan which is a welfare plan (as defined in Section 3(1) of ERISA) to which Sections 601-609 of ERISA and Section 4980B of the Code apply has been administered in compliance in all material respects with such sections. (f) Neither the execution and delivery of this Credit Agreement nor the consummation of the financing transactions contemplated thereunder will involve any plan transaction which is subject to the prohibitions of Sections 404, 406 or 407 of ERISA or in connection with which a tax could be imposed pursuant to Section 4975 of the Code. The representation by the Credit Parties in the preceding sentence is made in reliance upon and subject to the accuracy of the Lenders’ representation in Section 11.15 with respect to their source of funds and is subject, in the event that the source of the funds used by the Lenders in connection with this transaction is an insurance company’s general asset account, to the application of Prohibited Transaction Class Exemption 95-60, 60 Fed. Reg. 35,925 (1995), compliance with the regulations issued under Section 401(c)(1)(A) of ERISA, or the issuance of any other prohibited transaction exemption or similar relief, to the effect that assets in an insurance company’s general asset account do not constitute assets of an “employee benefit plan” within the meaning of Section 3(3) of ERISA which is subject to Title IV of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings and its Restricted Subsidiaries) (or a “Commonly Controlled Plan”plan” within the meaning of Section 4975(e)(1) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of Holdings and its Restricted Subsidiaries to pay moneyCode.

ERISA. (a) Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: neither a No Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) has occurred during the five-year period prior to the date on which this representation is made with respect to any Single Employer Plan, and each Single Employer Plan has complied with the and been administered in all material respects in accordance with applicable provisions of ERISA and the Code; . To the best knowledge of the Guarantor, (a) no termination of a Single Employer Reportable Event has occurred with respect to any Multiemployer Plan, and (b) each Multiemployer Plan has occurred, complied with and no Lien been administered in favor all material respects with applicable provisions of ERISA and the PBGC or a Code. Each Plan has arisen, during such five-year period; satisfied the present value of all accrued benefits minimum funding requirements under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, ERISA and the Code as of the last annual valuation date prior to applicable thereto. Neither the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits; neither Holdings Guarantor nor any of its Restricted Subsidiaries Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected for which there is any withdrawal liability. As of the most recent valuation date applicable to result in a liability under ERISA; any Multiemployer Plan, neither Holdings the Guarantor nor any of its Restricted Subsidiaries Commonly Controlled Entity would become subject to any liability under ERISA if Holdings the Guarantor or such Restricted Subsidiary Commonly Controlled Entity were to withdraw completely from all such Multiemployer Plans as of Plan. Neither the valuation date most closely preceding the date on which this representation is made; and no Guarantor nor any Commonly Controlled Entity has received notice that any Multiemployer Plan is Insolvent or in Reorganization. To the best knowledge of the Guarantor, no such Insolvency or Reorganization or Insolvent. (b) Holdings and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan within the meaning of Section 3(3) of ERISA which is subject to Title IV of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would could reasonably be likely expected to have a Material Adverse Effect is likely to occur. Based upon GAAP existing as of the date of this Guaranty and result current factual circumstances, the Guarantor has no reason to believe that the annual cost during the term of this Guaranty to the Guarantor and all Commonly Controlled Entities for post-retirement benefits to be provided to the current and former employees of the Guarantor and all Commonly Controlled Entities under Plans which are welfare benefit plans (as defined in Section 3(1) of ERISA) will, in the aggregate, have a direct obligation of Holdings and its Restricted Subsidiaries to pay moneyMaterial Adverse Effect.

ERISA. (a) Except as would not The Obligors, the Subsidiaries and each ERISA Affiliate have complied in all material respects with ERISA and, where applicable, the Code regarding each Plan. (b) Each Plan (and in the case of a Multiemployer Plan, to the Obligor’s knowledge) is, and has been, maintained in substantial compliance with ERISA and, where applicable, the Code. (c) No act, omission or transaction has occurred which could reasonably be expected, individually or expected to result in the aggregateimposition on any Obligor, any Subsidiary or any ERISA Affiliate (whether directly or indirectly) of (i) either a civil penalty assessed pursuant to have subsections (c), (i) or (l) of section 502 of ERISA or a Material Adverse Effect: neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning tax imposed pursuant to Chapter 43 of Section 412(a) Subtitle D of the Code or Section 302(a)(2(ii) breach of fiduciary duty liability damages under section 409 of ERISA) has occurred during the five-year period prior to the date on , which this representation is made with respect to any Plan, and each Plan has complied with the applicable provisions of ERISA and the Code; no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period; the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits; neither Holdings nor any of its Restricted Subsidiaries has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or either case would reasonably be expected to result in a material liability of the Obligor. (d) No Plan (other than a defined contribution plan) or any trust created under ERISA; neither Holdings nor any such Plan has been terminated which could result in a material liability of its Restricted Subsidiaries would become subject the Obligor. No material liability to the PBGC (other than for the payment of current premiums which are not past due) by any Obligor, any Subsidiary or any ERISA Affiliate has been or is expected by any Obligor, any Subsidiary or any ERISA Affiliate to be incurred with respect to any liability under Plan. No ERISA if Holdings or such Restricted Subsidiary were Event with respect to withdraw completely from all Multiemployer Plans as of any Plan has occurred during the valuation date most closely six-year period preceding the date on which this representation is made; and no Multiemployer Plan is in Reorganization or Insolventhereof. (be) Holdings and its Restricted Except where noncompliance could reasonably be expected to result in a material liability of the Obligor, full payment when due has been made of all amounts which the Obligors, the Subsidiaries or any ERISA Affiliate is required under the terms of each Plan or applicable law to have not incurredpaid as contributions to such Plan, and do not reasonably expect to incurthe Obligors, any liability the Subsidiaries and the ERISA Affiliates have fulfilled their obligations under the minimum funding standards of ERISA or and the Code with respect to each Plan (determined without regard to any plan within waiver of the meaning funding provisions that may be permitted under ERISA or the Code). (f) The actuarial present value of Section 3(3the benefit liabilities under each Plan (other than a Multiemployer Plan) of ERISA which is subject to Title IV of ERISA that is maintained does not, as of the end of the Obligors’ most recently ended fiscal year, exceed by more than $100,000 the current value of the assets (computed on a Commonly Controlled Entity (other than Holdings and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under plan termination basis in accordance with Title IV of ERISA with the sponsor ERISA) of such Plan allocable to such benefit liabilities. The term “actuarial present value of the benefit liabilities” shall have the meaning specified in section 4041 of ERISA. (g) None of the Obligors, the Subsidiaries nor any ERISA Affiliate sponsors, maintains, or contributes to an employee welfare benefit plan, as defined in section 3(1) of ERISA, including, without limitation, any such plan maintained to provide benefits to former employees of such entities, that would reasonably may not be likely terminated by such Obligor, such Subsidiary or such ERISA Affiliate in its sole discretion at any time without any material liability. (h) None of the Obligors, the Subsidiaries nor any ERISA Affiliate sponsors, maintains or contributes to, or has at any time in the six-year period preceding the date hereof sponsored, maintained or contributed to, any Multiemployer Plan. (i) The execution and delivery of this Agreement and the issuance, sale and holding of the Notes hereunder will not involve any transaction that is subject to have the prohibitions of Section 406 of ERISA or in connection with which a Material Adverse Effect and result in a direct obligation tax could be imposed pursuant to Section 4975(c)(1)(A)-(D) of Holdings and its Restricted Subsidiaries to pay moneythe Code.

ERISA. (ai) Except as would not An ERISA Event that occurs after the Restatement Effective Date and that, alone or together with any other ERISA Events that have occurred after the Restatement Effective Date, has resulted or could reasonably be expectedexpected to result in liability of a Loan Party, individually any Restricted Subsidiary or any of their respective ERISA Affiliates in the aggregate, an aggregate amount at any particular time that would reasonably be expected to have a Material Adverse Effect: neither , or (ii) a Reportable Event nor an “accumulated funding deficiency” (within Loan Party, any Restricted Subsidiary or any of their respective ERISA Affiliates fails to pay when due, after the meaning expiration of Section 412(a) of the Code or Section 302(a)(2) of ERISA) has occurred during the five-year period prior to the date on which this representation is made any applicable grace period, any installment payment with respect to any Plan, and each Plan has complied with the applicable provisions its Withdrawal Liability under Section 4201 of ERISA and the Code; no termination of under a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period; the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits; neither Holdings nor any of its Restricted Subsidiaries has had a complete or partial withdrawal from any Multiemployer Plan that in an aggregate amount, that, alone or together with any other such failures to pay, has resulted or would reasonably be expected to result in a liability under ERISAMaterial Adverse Effect; neither Holdings nor or (iii) as of any date, a Loan Party, any Restricted Subsidiary or any of its Restricted Subsidiaries would become subject their respective ERISA Affiliates (x) shall have made contributions to any liability Multiemployer Plan during the immediately preceding twelve month period ending on such date that exceed in value in the aggregate among all such Persons the Pension Contribution Cap for such period or (y) is projected or reasonably expected (in each case by the Borrower in good faith) to make contributions to any Multiemployer Plan in the next twelve month period that exceed in the aggregate among all such Persons the Pension Contribution Cap for such period (provided that such Pension Contribution Cap may be exceeded solely to facilitate a compromise, settlement, rearrangement or other restructuring of liabilities under ERISA if Holdings or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as Plan with the consent of the valuation Required Lenders (such consent not to be unreasonably withheld, delayed or conditioned or denied)); provided that this clause (iii) shall not apply if on the applicable date of determination Consolidated EBITDA for the most closely preceding recent Test Period ending prior to such date of determination as set forth in the most recent Compliance Certificate received 4830-5366-9817v1 by the Administrative Agent pursuant to Section 6.02(a) on or prior to such date on which this representation is madeof determination exceeds $400,000,000; and no Multiemployer Plan is in Reorganization or Insolvent. (b) Holdings and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan within the meaning of Section 3(3) of ERISA which is subject to Title IV of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of Holdings and its Restricted Subsidiaries to pay money.or

ERISA. (a) Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect: , (i) neither a Reportable Event which would reasonably be expected to result in the termination of a Single Employer Plan nor an “accumulated funding deficiency” (within the meaning of Section 412(a) 412 of the Code or Section 302(a)(2) 302 of ERISA) has occurred during the five-year period prior to the date on which this representation is made or deemed made on the date of any Extension of Credit with respect to any Single Employer Plan or, to the Company’s knowledge, Multiemployer Plan, and ; (ii) each Plan has complied in all material respects with the applicable provisions of ERISA and the Code; (iii) no termination of a Single Employer Plan has occurred, and no Lien (other than Liens permitted under subsection 9.3) on assets of the Company or any Commonly Controlled Entity in favor of the PBGC or a Single Employer Plan has arisen, during such five-year period; and (iv) the present value of all accrued benefits under each Single Employer Plan (based on those actuarial assumptions used for funding purposes in the most recent actuarial evaluation reasonably prepared by such Plan’s actuary with respect to fund such PlansPlan) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed mademade on the date of any Extension of Credit, exceed the then-current value of the assets of such Plan allocable to such accrued benefits; . Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect, (i) neither Holdings the Company nor any of its Restricted Subsidiaries Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected to result in a liability under ERISAPlan; (ii) neither Holdings the Company nor any of its Restricted Subsidiaries Commonly Controlled Entity would become subject to any liability under ERISA if Holdings (a) the Company or any such Restricted Subsidiary 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; and no made or deemed made or (b) any such Multiemployer Plan is in Reorganization or Insolvent. . The present value (b) Holdings determined using actuarial and its Restricted Subsidiaries have not incurred, other assumptions which are reasonable in respect of the benefits provided and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan within the meaning of Section 3(3employees participating) of ERISA which is subject to Title IV the liability of ERISA that is maintained by a the Company and each Commonly Controlled Entity for accrued post retirement benefits to be provided to their current and former employees under Plans which are welfare benefit plans (other than Holdings and its Restricted Subsidiariesas defined in Section 3(1) (a “Commonly Controlled Plan”of ERISA) merely does not, in the aggregate, exceed the value of the assets under all such Plans allocable to such benefits by virtue an amount in excess of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of Holdings and its Restricted Subsidiaries to pay money$25,000,000.

ERISA. (a) Except as would not reasonably be expectedSubject to the last sentence of this Section 4.01(m), individually the Borrower, each Guarantor, each Subsidiary of the Borrower or any Guarantor and each ERISA Affiliate are in the aggregate, to have a Material Adverse Effect: neither compliance in all material respects with all applicable provisions of ERISA. Neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) a Prohibited Transaction has occurred during the five-year period prior to the date on which this representation and is made continuing with respect to any Plan; no notice of intent to terminate a Plan in a distress termination has been filed nor has any Plan been terminated under such circumstances; no circumstances exist which constitute grounds under Section 4042 of ERISA entitling the PBGC to institute proceedings to terminate, or appoint a trustee to administrate, a Plan, nor has the PBGC instituted any such proceedings; neither the Borrower, any Guarantor, any Subsidiary of the Borrower or any Guarantor, nor any ERISA Affiliate has completely or partially withdrawn under Sections 4201 or 4204 of ERISA from a Multiemployer Plan which would result in a Material Adverse Change; the Borrower, each Guarantor, each Subsidiary of the Borrower or any Guarantor and each Plan has complied ERISA Affiliate have met their minimum funding requirements under ERISA with the applicable provisions respect to all of ERISA their Plans and the Code; no termination present fair market value of a Single Employer all Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period; assets exceeds the present value of all accrued vested benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did notPlan, as determined on the most recent valuation date of the last annual valuation date prior to Plan in accordance with the date on which this representation is made or deemed made, exceed provisions of ERISA for calculating the value potential liability of the assets of Borrower, such Plan allocable to such accrued benefits; neither Holdings nor any of its Restricted Subsidiaries has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected to result in a liability under ERISA; neither Holdings nor any of its Restricted Subsidiaries would become subject to any liability under ERISA if Holdings or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made; and no Multiemployer Plan is in Reorganization or Insolvent. (b) Holdings and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incurGuarantor, any liability under such Subsidiary or any ERISA Affiliate to PBGC or the Code with respect to any plan within the meaning of Section 3(3) of ERISA which is subject to Title IV of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer Plan under Title IV of ERISA; and neither the Borrower, such Guarantor, any such Subsidiary nor any ERISA with Affiliate has incurred any liability to the sponsor PBGC under ERISA. Notwithstanding the foregoing, the representations and warranties contained in this Section 4.01(m) are qualified to the extent that if any such representation or warranty applies to a Plan maintained by an ERISA Affiliate, such representation or warranty shall be deemed to be to the best knowledge of such plan that would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of Holdings and its Restricted Subsidiaries to pay moneythe Borrower.

ERISA. (a) Except No Employee Plan or trust created thereunder, or any trustee or administrator thereof, has engaged in a "prohibited transaction" (as would not reasonably be expected, individually such term is defined in Section 406 of ERISA or in the aggregate, to have a Material Adverse Effect: neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412(a) 4975 of the Code Code) which could subject such Employee Plan or any other Employee Plan, any trust created thereunder, or any trustee or administrator thereof, or any party dealing with any Employee Plan or any such trust to any material tax or penalty on prohibited transactions imposed by Section 502 of ERISA or Section 302(a)(24975 of the Code. (b) of ERISA) has occurred during the five-year period prior to the date on which this representation is made with respect to any Plan, and each Each Employee Plan has complied been operated in material compliance with the its terms and applicable provisions of ERISA and the Code; no termination of a Single Employer . Each Pension Plan has occurred, and no Lien in favor intended to qualify under Section 401(a) of the PBGC Code has obtained (or a Plan has arisen, during such five-year period; the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits; neither Holdings nor any of its Restricted Subsidiaries has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected to result in a liability under ERISA; neither Holdings nor any of its Restricted Subsidiaries would become subject to any liability under ERISA if Holdings or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made; and no Multiemployer Plan is in Reorganization or Insolventthe process of obtaining) a favorable determination letter from the IRS. (bc) Holdings Except for underfunding revealed on Schedule B of 1996 IRS Form 5500, for both the ▇▇▇▇▇▇▇▇ Pipe & Steel Company Union Pension Plan and its Restricted Subsidiaries have not incurredthe ▇▇▇▇▇▇▇▇ Pipe & Steel Company Retirement Plan, (i) there is no "accumulated funding deficiency" (as defined in Section 302 of ERISA and do not reasonably expect to incur, any liability under ERISA or Section 412 of the Code Code) with respect to any plan Employee Plan; (ii) no event has occurred, or is threatened or about to occur, that would constitute a "reportable event" within the meaning of Section 3(34043(b) of ERISA ERISA; (iii) neither Borrowers nor any Affiliate have incurred any liability to the Pension Benefit Guaranty Corporation ("PBGC"), except for the payment of premiums, which is have been paid on a timely basis; (iv) with respect to any Employee Plan subject to Title IV of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue ERISA, such plan could be terminated as of being treated as a single employer the date of this Agreement without Borrowers incurring any liability under Title IV of ERISA ERISA, and all benefits accrued up to the date of this Agreement (whether or not vested) would be fully funded in accordance with the sponsor actuarial assumptions and methods utilized by such Employee Plan for valuation purposes; and (v) with respect to any Employee Plans that are "multiemployer plans" under Section 3(37) of ERISA, (1) neither Borrowers nor any Affiliate have incurred any withdrawal liability within the meaning of Section 4201 of ERISA, or had such plan that liability asserted, (2) no such Employee Plan is in reorganization (under Section 4241(a) of ERISA), and (3) the vested and accrued liabilities of the Employee Plans are fully funded and if Borrowers or Affiliates were to withdraw from such plans, there would reasonably be likely to have a Material Adverse Effect and result no withdrawal liability, as defined in a direct obligation Title IV, subtitle E of Holdings and its Restricted Subsidiaries to pay moneyERISA.

ERISA. (a) Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: neither a No Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) has occurred during the five-five year period prior to the date on which this representation is made with respect to any Plan, and each Plan has complied with the applicable provisions of ERISA and the Code, except, in each case, to the extent that any such Reportable Event or failure to comply with the applicable provisions of ERISA or the Code could not reasonably be expected to result in a Material Adverse Effect. During the five year period prior to the date on which this representation is made, there has been no (i) failure to make a required contribution to any Plan that would result in the imposition of a Lien or other encumbrance or the provision of security under Section 430 of the Code or Section 303 or 4068 of ERISA, or the arising of such a Lien or encumbrance; no or (ii) “unpaid minimum required contribution” or “accumulated funding deficiency” (as defined or otherwise set forth in Section 4971 of the Code or Part 3 of Subtitle B of Title I of ERISA), whether or not waived, except, in each case, to the extent that such event could not reasonably be expected to result in a Material Adverse Effect. No termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period; the . The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such PlansPlan) did not, as of the last annual valuation date for which a certified actuarial valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits; neither Holdings , except as could not reasonably be expected to result in a Material Adverse Effect. Neither the Borrower nor any of its Restricted Subsidiaries Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan during the five year period prior to the date on which this representation is made that has resulted or would could reasonably be expected to result in a material liability under ERISA; , and neither Holdings the Borrower nor any of its Restricted Subsidiaries Commonly Controlled Entity would become subject to any liability under ERISA if Holdings the Borrower or any such Restricted Subsidiary 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; and no , except as could not reasonably be expected to result in a Material Adverse Effect. No such Multiemployer Plan is in Reorganization endangered or Insolvent. critical status (b) Holdings and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan within the meaning of Section 3(3305 of ERISA) of ERISA which is subject to Title IV of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and result or in a direct obligation of Holdings and its Restricted Subsidiaries to pay moneyInsolvency.

ERISA. (a) Except as would not reasonably be expected, individually or in the aggregate, to result in a material liability to the Borrower or any of its Subsidiaries; (i) no ERISA Event has occurred or is reasonably expected to occur; (ii) the Borrower, the Subsidiaries and each ERISA Affiliate have a Material Adverse Effect: neither a Reportable Event nor an “accumulated funding deficiency” complied in all material respects with ERISA and, where applicable, the Code regarding each Plan; and (within iii) each Plan is, and has been, maintained in substantial compliance with its terms, ERISA and, where applicable, the meaning of Section 412(aCode. (b) None of the Code Borrower, its Subsidiaries or Section 302(a)(2) of ERISA) has occurred during the five-year period prior any ERISA Affiliates are required to contribute to, or have any other direct or contingent liability in respect of, any Multiemployer Plan that, when taken together with all other such contribution obligations and liabilities to any other Multiemployer Plan, would reasonably be expected to result in a material liability to the date on which this representation is made with respect Borrower or any of its Subsidiaries. None of the Borrower, its Subsidiaries or any ERISA Affiliate has (i) failed to make any contribution or payment to any Plan or Multiemployer Plan, and each or made any amendment to any Plan that has complied with resulted or could result in the applicable provisions imposition of a Lien or the posting of a bond or other security under ERISA or the Code, or (ii) incurred any liability under Title IV of ERISA and the Code; no termination of other than a Single Employer Plan has occurred, and no Lien in favor of liability to the PBGC for premiums under section 4007 of ERISA that are not past due that, in either case of (i) or (ii), would reasonably be expected to result in a Plan has arisen, during such five-year period; material liability to the Borrower or any of its Subsidiaries. The present value of all accrued benefits under each Single Employer Plan that is subject to Title IV of ERISA (based on those assumptions used to fund such PlansPlan) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits; neither Holdings benefits by a material amount. (c) None of the Borrower or the Subsidiaries, nor any ERISA Affiliate, sponsors, maintains, or contributes to an employee welfare benefit plan, as defined in section 3(1) of ERISA, that provides benefits to former employees of such entities, other than continuation coverage under Section 4980B of the Code, that may not be terminated by the applicable plan sponsor in its Restricted Subsidiaries has had a complete or partial withdrawal from sole discretion at any Multiemployer Plan that has resulted or would reasonably be expected to result in a liability under ERISA; neither Holdings nor time without any material liability, other than the payment of its Restricted Subsidiaries would become subject to any liability under ERISA if Holdings or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans claims incurred as of the valuation date most closely preceding of such termination pursuant to the date on which this representation is made; terms of such plan and no Multiemployer Plan is in Reorganization or Insolventthe requirements of applicable law. (bd) Holdings and None of the Borrower or its Restricted Subsidiaries have not incurredsponsors, and do not reasonably expect to incur, any liability under ERISA maintains or the Code with respect contributes to any plan within the meaning of Section 3(3employee pension plan, as defined in section 3(2) of ERISA which ERISA, that is subject to Title IV of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV ERISA, section 302 of ERISA with or section 412 of the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of Holdings and its Restricted Subsidiaries to pay moneyCode.

ERISA. (a) Except as would is not reasonably be expected, individually or in the aggregate, likely to have a Material Adverse Effect: neither a Reportable : (i) No ERISA Event nor an “accumulated funding deficiency” (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) has occurred during the five-year period prior to ending on the date on which this representation is made or deemed made or is reasonably expected to occur, with respect to any Plan; (ii) no “accumulated funding deficiency,” as such term is defined in Section 302 of ERISA and Section 412 of the Code, whether or not waived, has occurred with respect to any Plan (other than a Multiemployer Plan) and no application for a funding waiver or an extension of any amortization period pursuant to Section 412 of the Code has been made with respect to any Plan (other than a Multiemployer Plan); (iii) each Plan (other than a Multiemployer Plan) has been maintained, operated, and funded in compliance with its own terms and in material compliance with the provisions of ERISA, the Code, and any other applicable federal or state laws; (iv) each Plan (other than a Multiemployer Plan) that is intended to qualify under Section 401(a) of the Code has complied received a favorable determination letter from the IRS or an application for such a letter is currently being processed by the IRS with respect thereto and, to the applicable provisions knowledge of ERISA and the Code; no termination of a Single Employer Plan Borrower, nothing has occurredoccurred which would prevent, or cause the loss of, such qualification, and (v) no Lien lien in favor of the PBGC or a Plan has arisen, during such five-year period; the present value arisen or is reasonably likely to arise on account 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; neither Holdings nor any of its Restricted Subsidiaries has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected to result in a liability under ERISA; neither Holdings nor any of its Restricted Subsidiaries would become subject to any liability under ERISA if Holdings or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made; and no Multiemployer Plan is in Reorganization or InsolventPlan. (b) Holdings and its Restricted Subsidiaries have not No member of the Consolidated Group nor any ERISA Affiliate has incurred, and do not or, to the knowledge of the Borrower, could be reasonably expect expected to incur, any liability under Title IV of ERISA or the Code with respect to any plan Single Employer Plan, or any withdrawal liability under ERISA to any Multiemployer Plan or Multiple Employer Plan. (c) No prohibited transaction (within the meaning of Section 3(3406 of ERISA or Section 4975 of the Code) or breach of fiduciary responsibility has occurred with respect to a Plan which has subjected or may subject any member of the Consolidated Group or any ERISA Affiliate to any liability under Sections 406, 409, 502(i), or 502(l) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which any member of the Consolidated Group or any ERISA Affiliate has agreed or is subject required to Title IV indemnify any person against any such liability. There are no pending, or to the knowledge of the Borrower, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan. (d) No member of the Consolidated Group nor any ERISA that is maintained by a Commonly Controlled Entity (other than Holdings and its Restricted Subsidiaries) (a Affiliate has any material liability with respect to “Commonly Controlled Plan”) merely by virtue expected post-retirement benefit obligations” within the meaning of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of Holdings and its Restricted Subsidiaries to pay moneyFinancial Accounting Standards Board Statement No. 106.

ERISA. (a) Except as as, in the aggregate, would not reasonably be expected, individually or in the aggregate, expected to have a Material Adverse Effect: neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412(aa) of the Code or Section 302(a)(2) of ERISA) has occurred during the five-year period prior to the date on which this representation is made or deemed made, (i) no Reportable Event or non-exempt Prohibited Transaction has occurred with respect to any Plan; (ii) no termination of a Single Employer Plan has occurred with respect to which the liability remains unsatisfied and no Lien in favor of the PBGC has arisen; (iii) there has been no failure to meet the minimum funding standards (within the meaning of Sections 412 or 430 of the Code or Section 302 of ERISA with respect to any Single Employer Plan; and (iv) there has been no filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Single Employer Plan, no failure to make by its due date a required installment under Section 430(j) of the Code with respect to any Single Employer Plan, or failure by the Company or any Commonly Controlled Entity to make any required contribution to a Multiemployer Plan; (b) the Company, each of its Significant Subsidiaries and each Plan has complied Commonly Controlled Entity is in compliance in all respects with the applicable provisions of ERISA and the CodeCode relating to Plans; no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period; (c) the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Single Employer Plans) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Single Employer Plan allocable to such accrued benefitsbenefits and there has been no determination that any Single Employer Plan is, or is expected to be, in “at risk” status (within the meaning of Section 430 of the Code or Section 303 of ERISA); (d) neither Holdings the Company nor any Commonly Controlled Entity has received from the PBGC or a plan administrator any notice relating to an intention to terminate any Single Employer Plan or to appoint a trustee to administer any Single Employer Plan under Section 4042 of its Restricted Subsidiaries ERISA; (e) neither the Company nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected to result in a liability under ERISA; neither Holdings nor any of its Restricted Subsidiaries would become subject to any liability under ERISA if Holdings or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as Section 4201 of ERISA; (f) neither the valuation date most closely preceding the date on which this representation is made; and no Company nor any Commonly Controlled Entity has received any notice of a determination that a Multiemployer Plan is Insolvent or in Reorganization “endangered” or Insolvent. “critical” status (b) Holdings and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan within the meaning of Section 3(3432 of the Code or Section 305 of ERISA); and (g) with respect to each Foreign Plan, there has been no failure (i) to make or, if applicable, accrue in accordance with normal accounting practices, any employer or employee contributions required by applicable law or by the terms of such Foreign Plan; (ii) to register or loss of good standing with applicable regulatory authorities of any such Foreign Plan required to be registered; or (iii) of ERISA which is subject any Foreign Plan to Title IV comply with any material provisions of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings applicable law and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA regulations or with the sponsor material terms of such plan that would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of Holdings and its Restricted Subsidiaries to pay moneyForeign Plan.

ERISA. (a) Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: neither a (i) no Reportable Event nor an “accumulated has occurred with respect to any Single Employer Plan; (ii) no Single Employer Plan has failed to satisfy the minimum funding deficiency” standard (within the meaning of Section 412(a) 412 of the Code or Section 302(a)(2) 302 of ERISA) has occurred ), nor applied for or received a waiver of the minimum funding standard or an extension of an amortization period within the meaning of Section 412 of the Code or Section 303 or 304 of ERISA during the five-year period prior to the date on which this representation is made with respect to any Plan, and made; (iii) each Plan has complied with its terms and with all applicable laws, including without limitation the applicable provisions of ERISA and the Code; (iv) all contributions required to be made with respect to a Single Employer Plan have been made; (v) no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Single Employer Plan has arisen, during such five-year period; (vi) the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Single Employer Plans) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Single Employer Plan allocable to such accrued benefits; neither Holdings (vi) none of the Parent, Holdings, the Borrower or any of its Restricted Subsidiaries has incurred any liability in connection with any non-exempt “prohibited transaction” (as defined in Section 406 of ERISA or Section 4975 of the Code) involving any Plan; and (viii) none of the Parent, Holdings, the Borrower nor any of its Restricted Subsidiaries has had (or reasonably expects to have) a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected to result in a liability under ERISA; neither Holdings nor any of its Restricted Subsidiaries would become subject ERISA and, to any liability under ERISA if Holdings or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as the knowledge of the valuation date most closely preceding Parent and the date on which this representation is made; and Borrower, no Multiemployer Plan is in Reorganization or Insolvent. (b) Holdings the Parent, Holdings, the Borrower and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan within the meaning of Section 3(3) of ERISA which is subject to Title IV of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings the Parent, Holdings, the Borrower and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of Holdings the Parent, Holdings, the Borrower and its Restricted Subsidiaries to pay money. (c) With respect to any Non-U.S. Plan, none of the following events or conditions exists and is continuing that, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect: (a) substantial non-compliance with its terms and with the requirements of any and all applicable laws, statutes, rules, regulations and orders; (b) failure to be maintained, where required, in good standing with applicable regulatory authorities; (c) any obligation of the Parent or its Subsidiaries in connection with the termination or partial termination of, or withdrawal from, any such Non-U.S. Plan; (d) any Lien on the property of the Parent or its Subsidiaries in favor of a Governmental Authority as a result of any action or inaction regarding such a Non-U.S. Plan; (e) for each such Non-U.S. Plan which is a funded or insured plan, failure to be funded or insured on an ongoing basis to the extent required by applicable non-U.S. law (using actuarial methods and assumptions which are consistent with the valuations last filed with the applicable Governmental Authorities); (f) any facts that, to the best knowledge of the Parent or any of its Subsidiaries, exist that would reasonably be expected to give rise to a dispute and any pending or threatened disputes that, to the best knowledge of the Parent or any of its Subsidiaries, would reasonably be expected to result in a material liability to the Parent or any of its Subsidiaries concerning the assets of any such Non-U.S. Plan (other than individual claims for the payment of benefits); and (g) failure to make all contributions in a timely manner to the extent required by applicable non-U.S. law.

ERISA. (ai) Except as would not reasonably be expectedEach Plan is in compliance in all material respects with the applicable provisions of ERISA, individually the Code and other federal or in the aggregate, state Laws. Each Plan that is intended to have a Material Adverse Effect: neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning of qualify under Section 412(a401(a) of the Code has received from the IRS a favorable determination or Section 302(a)(2) 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 an IRS-approved master and prototype or volume submitter plan, or a timely application for such a determination or opinion letter is currently being processed by the IRS with respect thereto; and, to the best knowledge of ERISA) Borrower, nothing has occurred during which would prevent, or cause the five-year loss of, such qualification. Borrower and each member of the ERISA Group have made all required contributions to each 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 prior pursuant to Sections 412 or 430 of the date on which this representation is Code has been made with respect to any Pension Plan, and each Plan has complied with the applicable provisions of ERISA and the Code; no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period; the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits; neither Holdings nor any of its Restricted Subsidiaries has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected to result in a liability under ERISA; neither Holdings nor any of its Restricted Subsidiaries would become subject to any liability under ERISA if Holdings or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made; and no Multiemployer Plan is in Reorganization or Insolvent. (bii) Holdings and its Restricted Subsidiaries have not (A) No ERISA Event has occurred or is reasonably expected to occur; (B) no Pension 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, and do not or reasonably expect expects to incur, any liability under Title IV of ERISA or the Code with respect to any plan within the meaning of Section 3(3) of ERISA which is subject to Title IV of ERISA that is maintained by a Commonly Controlled Entity Pension Plan (other than Holdings premiums due and its Restricted Subsidiariesnot delinquent under Section 4007 of ERISA); (D) neither Borrower nor any member of the 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 Section 4201 of ERISA, with respect to a “Commonly Controlled Multiemployer Plan”; (E) merely neither Borrower nor any member of the ERISA Group has received notice that a Multiemployer Plan is insolvent; (F) neither Borrower nor any member of the ERISA Group has engaged in a 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 virtue of being treated as a single employer 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 with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of Holdings and its Restricted Subsidiaries to pay moneyterminate any Pension Plan or Multiemployer Plan.

ERISA. (a) Except as as, in the aggregate, would not reasonably be expected, individually or in the aggregate, expected to have a Material Adverse Effect: neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) has occurred , during the five-year period prior to the date on which this representation is made or deemed made, (a) no Reportable Event has occurred with respect to any Single Employer Plan, and (b) no non-exempt “prohibited transaction” (within the meaning of Section 406 of ERISA or Section 4975 of the Code) has occurred with respect to any Plan for which the Borrower or any Commonly Controlled Entity is liable; (c) no Single Employer Plan has failed to satisfy the “minimum funding standards” (within the meaning of Section 412 of the Code or Section 302 of ERISA), whether or not waived; (d) each Plan has complied in all material respects with the applicable provisions of ERISA and the Code; (e) no Single Employer Plan has been determined to be, or expected to be, in “at risk” status (within the meaning of Section 430 of the Code or Section 303 of ERISA); (f) no termination of a Single Employer Plan has occurred, and ; (g) no Lien against the Borrower or any Commonly Controlled Entity and in favor of the PBGC or a Single Employer Plan has arisen, during such five-year period; (h) the actuarial present value of all accrued the accumulated plan benefits under of each Single Employer Plan (based on those determined utilizing the assumptions used to fund such Plansfor purposes of Accounting Standards Codification No. 715-30) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, not exceed the fair market value of the assets of such Single Employer Plan allocable to such accrued benefits; (i) neither Holdings the Borrower nor any of its Restricted Subsidiaries Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected incurred or, to result in a liability under ERISA; neither Holdings nor any of its Restricted Subsidiaries would become subject to any liability under ERISA if Holdings or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as the knowledge of the valuation date most closely preceding the date on which this representation Borrower, is made; and no Multiemployer Plan is in Reorganization or Insolvent. (b) Holdings and its Restricted Subsidiaries have not incurred, and do not reasonably expect expected to incur, any withdrawal liability under ERISA or the Code with respect to any plan Multiemployer Plan; and (j) neither the Borrower nor any Commonly Controlled Entity has received notice concerning the imposition of withdrawal liability or a determination that a Multiemployer Plan is, or is expected to be, in Reorganization, Insolvent, or in endangered or critical status (within the meaning of Section 3(3) 432 of ERISA which is subject to the Code or Section 305 or Title IV of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of Holdings and its Restricted Subsidiaries to pay moneyERISA).

ERISA. (a) Except as would not reasonably be expected, individually or in the aggregate, expected to have a Material Adverse Effect: neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) has occurred , during the five-year period prior to the date on which this representation is made or deemed made: (i) no ERISA Event has occurred, and, to the best of the Borrowers' or any ERISA Affiliate's knowledge, no event or condition has occurred or exists as a result of which any ERISA Event could reasonably be expected to occur, with respect to any Plan, and each Plan has complied with the applicable provisions ; (ii) no "accumulated funding deficiency," as such term is defined in Section 302 of ERISA and Section 412 of the Code, whether or not waived, has occurred with respect to any Plan; no termination of a (iii) each Plan, Single Employer Plan and, to the best of the Borrowers' or any ERISA Affiliate's knowledge, each Multiemployer Plan has occurredbeen maintained, operated, and funded in compliance with its own terms and in material compliance with the provisions of ERISA, the Code, and any other applicable federal or state laws; and (iv) no Lien in favor of or the PBGC or a Plan has arisenarisen or is reasonably likely to arise on account of any Plan. (b) Except as set forth in the Financial Statements, during such five-year period; the actuarial present value of all accrued benefits "benefit liabilities" on a going concern basis, whether or not vested, under each Single Employer Plan (based on those assumptions used to fund such Plans) did notPlan, as of the last annual valuation date prior to the date on which this representation is made or deemed mademade (determined, in each case, utilizing the actuarial assumptions used in such Plan's most recent actuarial valuation report), did not exceed as of such valuation date the fair market value of the assets of such Plan allocable to such accrued benefits; neither Holdings nor any of its Restricted Subsidiaries has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or Plan. (c) Except as would not reasonably be expected to result in have a Material Adverse Effect, neither the Borrowers nor any ERISA Affiliate has not incurred, or, to the best of the Borrowers' or any ERISA Affiliate's knowledge, is reasonably expected to incur, any withdrawal liability under ERISA; ERISA with respect to any Multiemployer Plan or Multiple Employer Plan. Except as would not reasonably be expected to have a Material Adverse Effect, neither Holdings Borrower nor any of its Restricted Subsidiaries ERISA Affiliate would become subject to any withdrawal liability under ERISA if Holdings such Borrower or any such Restricted Subsidiary ERISA Affiliate were to withdraw completely from all Multiemployer Plans and Multiple Employer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made; and no . Neither Borrower nor any ERISA Affiliate has received any notification that any Multiemployer Plan is in Reorganization or Insolvent. reorganization (b) Holdings and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan within the meaning of Section 3(34241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA), or has been terminated (within the meaning of Title IV of ERISA), and no Multiemployer Plan is, to the best of the Borrowers' or any ERISA Affiliate's knowledge, reasonably expected to be in reorganization, insolvent, or terminated. (d) No prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) or breach of fiduciary responsibility has occurred with respect to a Plan which has subjected or may subject the Borrowers or any ERISA Affiliate to any liability under Sections 406, 409, 502(i), or 502(l) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which the Borrowers or any ERISA Affiliate has agreed or is required to indemnify any person against any such liability. (e) Except as set forth in the Financial Statements, the Borrowers and their ERISA Affiliates have no material liability with respect to "expected post-retirement benefit obligations" within the meaning of the Financial Accounting Standards Board Statement 106. Each Plan which is subject a welfare plan (as defined in Section 3(1) of ERISA) to Title IV which Sections 601-609 of ERISA that is maintained by a Commonly Controlled Entity and Section 4980B of the Code apply has been administered in compliance in all material respects with such sections. (other than Holdings f) All Canadian benefit plans and Canadian pension plans and any similar plans of the Canadian Borrower and its Restricted SubsidiariesSubsidiaries are duly registered under the provisions of the Income Tax Act (Canada), have been administered in accordance with such statute and no event has occurred which would cause a loss of such registered status. All material obligations of the Canadian Borrower and its Subsidiaries (including fiduciary and funding obligations) (under such plans required to be performed have been performed. There are no outstanding disputes concerning the assets held in the funding media for such plans. All contributions or premiums required to be made by the Canadian Borrower or its Subsidiaries to such plans have been made in a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA timely fashion in accordance with the sponsor terms of such plan that would reasonably be likely to have a Material Adverse Effect plans and result applicable laws. Each of such plans is fully funded and there exists no going concern unfunded actuarial liabilities or solvency deficiencies in a direct obligation respect of Holdings and its Restricted Subsidiaries to pay moneysuch plans.

ERISA. (a) Except as would not reasonably be expectedTo the knowledge of Borrower, individually or each Plan is in the aggregate, to have a Material Adverse Effect: neither compliance in all material respects with its terms and all applicable provisions of ERISA. Neither a Reportable Event nor an “accumulated funding deficiency” (within a Prohibited Transaction has occurred with respect to any Plan that, assuming the meaning taxable period of the transaction expired as of the date hereof, could subject Borrower, General Partner or any ERISA Affiliate to a tax or penalty imposed under Section 412(a) 4975 of the Code or Section 302(a)(2502(i) of ERISA) ERISA in an amount that is in excess of $250,000; no Reportable Event has occurred during the five-year period prior to the date on which this representation is made with respect to any Plan, and each Plan has complied with within the applicable provisions of ERISA and the Codelast six (6) years; no termination notice of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or intent to terminate a Plan has arisenbeen filed nor has any Plan been terminated within the past five (5) years; Borrower is not aware of any circumstances which constitutes grounds under Section 4042 of ERISA entitling the PBGC to institute proceedings to terminate, during or appoint a trustee to administer, a Plan, nor has the PBGC instituted any such five-year periodproceedings; Borrower, General Partner and the present value ERISA Affiliates have met the minimum funding requirements of all accrued benefits under Section 412 of the Code and Section 302 of ERISA of each Single Employer with respect to the Plans of each and except as disclosed in the Borrower’s Consolidated Financial Statements there was no Unfunded Current Liability with respect to any Plan (based on those assumptions used to fund such Plans) did not, established or maintained by each as of the last annual valuation date prior day of the most recent plan year of each Plan; and Borrower, General Partner and the ERISA Affiliates have not incurred any liability to the date on PBGC under ERISA (other than for the payment of premiums under Section 4007 of ERISA) which this representation is made or deemed made, exceed the value due and payable for more than 45 days and has not been reserved against. None of the assets of such Plan allocable to such accrued benefits; neither Holdings nor Borrower or General Partner under this Agreement constitute “plan assets” of any of its Restricted Subsidiaries has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected to result in a liability under ERISA; neither Holdings nor any of its Restricted Subsidiaries would become subject to any liability under ERISA if Holdings or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made; and no Multiemployer Plan is in Reorganization or Insolvent. (b) Holdings and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan “employee benefit plan” within the meaning of Section 3(3) ERISA or of ERISA which is subject to Title IV of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of Holdings and its Restricted Subsidiaries to pay money.any 40

ERISA. (a) Except as would not result in or would not reasonably be expected, individually or expected to result in the aggregate, to have a Material Adverse Effect: neither : (i) No ERISA Event has occurred, and, to the best knowledge of the Borrower, each of its Subsidiaries and each ERISA Affiliate, no event or condition has occurred or exists as a Reportable result of which any ERISA Event nor an could reasonably be expected to occur, with respect to any Plan; (ii) no “accumulated funding deficiency,” (within as such term is defined in Section 302 of ERISA and Section 412 of the meaning Code, whether or not waived, has occurred with respect to any Plan and no application for a funding waiver or an extension of any amortization period pursuant to Section 412(a) 412 of the Code or Section 302(a)(2) of ERISA) has occurred during the five-year period prior to the date on which this representation is been made with respect to any Plan, and ; (iii) each Plan has complied been maintained, operated, and funded in compliance with its own terms and in material compliance with the applicable provisions of ERISA and ERISA, the Code; no termination of a Single Employer Plan has occurred, and any other applicable federal or state laws; (iv) each Plan that is intended to qualify under Section 401(a) of the Code has received a favorable determination letter from the IRS or an application for such a letter is currently being processed by the IRS with respect thereto and, to the best knowledge of the Borrower, each of its Subsidiaries and each ERISA Affiliate, nothing has occurred which would prevent, or cause the loss of, such qualification; and (v) no Lien in favor of the PBGC or a Plan has arisen, during such five-year period; the present value arisen or is reasonably likely to arise on account 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; neither Holdings nor any of its Restricted Subsidiaries has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected to result in a liability under ERISA; neither Holdings nor any of its Restricted Subsidiaries would become subject to any liability under ERISA if Holdings or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made; and no Multiemployer Plan is in Reorganization or InsolventPlan. (b) Holdings and its Restricted Subsidiaries have not Neither the Borrower nor any Subsidiary of the Borrower nor any ERISA Affiliate has incurred, and do not or, to the best of each such party’s knowledge, is reasonably expect expected to incur, any liability under Title IV of ERISA or the Code with respect to any plan Single Employer Plan, or any withdrawal liability under ERISA to any Multiemployer Plan or Multiple Employer Plan. Neither the Borrower nor any Subsidiary of the Borrower nor any ERISA Affiliate has received any notification that any Multiemployer Plan is in reorganization (within the meaning of Section 3(34241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA), or has been terminated (within the meaning of Title IV of ERISA), and no Multiemployer Plan is, to the best of each such Person’s knowledge, reasonably expected to be in reorganization, insolvent, or terminated. Neither the Borrower nor any Subsidiary of the Borrower nor any ERISA Affiliate has engaged in a transaction that could be subject to Sections 4069 or 4212(c) of ERISA. (c) No prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) or breach of fiduciary responsibility has occurred with respect to a Plan which has subjected or may subject the Borrower, any Subsidiary of the Borrower or any ERISA Affiliate to any liability under Sections 406, 409, 502(i), or 502(l) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which the Borrower, any Subsidiary of the Borrower or any ERISA Affiliate has agreed or is subject required to Title IV indemnify any person against any such liability. There are no pending or, to the best knowledge of the Borrower, each of its Subsidiaries and each ERISA Affiliate, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan that is maintained by a Commonly Controlled Entity (other than Holdings and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would could reasonably be likely expected to have a Material Adverse Effect Effect. (d) Each Plan that is a welfare plan (as defined in Section 3(1) of ERISA) to which Sections 601-609 of ERISA and result Section 4980B of the Code apply has been administered in a direct obligation of Holdings and its Restricted Subsidiaries to pay moneycompliance in all material respects with such sections.

ERISA. (a) Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: neither a No Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) has occurred during the five-year period prior to the date on which this representation is made five years with respect to any Plan, and each Plan has complied with the applicable provisions of ERISA and the Code, except, in each case, to the extent that any such Reportable Event or failure to comply with the applicable provisions of ERISA or the Code could not reasonably be expected to result in a Material Adverse Effect. During the prior five years, there has been no (i) failure to make a required contribution to any Plan that would result in the imposition of an Adverse Claim or other encumbrance or the provision of security under Section 430 of the Code or Section 303 or 4068 of ERISA, or the arising of such an Adverse Claim; no or (ii) "unpaid minimum required contribution" or "accumulated funding deficiency" (as defined or otherwise set forth in Section 4971 of the Code or Part 3 of Subtitle B of Title I of ERISA), whether or not waived, except, in each case, to the extent that such event could not reasonably be expected to result in a Material Adverse Effect. No termination of a Single Employer Plan has occurred, and no Lien Adverse Claim in favor of the PBGC or a Plan has arisen, during such the prior five-year period; the years. The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such PlansPlan) did not, as of the last annual valuation date for which a certified actuarial valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits; neither Holdings , except as could not reasonably be expected to result in a Material Adverse Effect. Neither any PG&E Party nor any of its Restricted Subsidiaries Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan during the prior five years that has resulted or would could reasonably be expected to result in a material liability under ERISA; , and neither Holdings any PG&E Party nor any of its Restricted Subsidiaries Commonly Controlled Entity would become subject to any liability under ERISA if Holdings any PG&E Party or any such Restricted Subsidiary Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made; and no , except as could not reasonably be expected to result in a Material Adverse Effect. No such Multiemployer Plan is in Reorganization endangered or Insolvent. critical status (b) Holdings and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan within the meaning of Section 3(3305 of ERISA) of ERISA which is subject to Title IV of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and result or in a direct obligation of Holdings and its Restricted Subsidiaries to pay moneyInsolvency.

ERISA. (a) Except as would not reasonably be expected, individually or expected to result in the aggregate, to have a Material Adverse Effect: , (i) neither a Reportable Event Event, with respect to a Single Employer Plan, nor an “accumulated funding deficiency” a failure to make any required contribution (within including any required installment) under the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) Pension Funding Rules has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any such Single Employer Plan, and (ii) each Single Employer Plan has complied in all respects with the applicable provisions of ERISA and the Code. Each Single Employer Plan sponsored, maintained or contributed to by Borrower that is intended to meet the requirements of a “qualified plan” under Code Section 401(a) has received a determination from the Internal Revenue Service that such plan is so qualified or may rely on an opinion letter issued by the Internal Revenue Service that such plan is so qualified, and nothing has occurred since the date of such determination that could reasonably be expected to adversely affect the qualified status of such plan in any material respect; no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period; neither 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; neither Holdings Borrower nor any of its Restricted Subsidiaries Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would could reasonably be expected to result in a material liability to Borrower under ERISA; neither to the knowledge of Holdings nor any of its Restricted Subsidiaries and Borrower, the Borrower would not become subject to any material liability under ERISA if Holdings the Borrower or such Restricted Subsidiary any Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which of this representation Agreement; to the knowledge of Holdings and the Borrower, no such Multiemployer Plan is made; Insolvent and there has been no determination that any Multiemployer Plan is in Reorganization endangered or Insolvent. (b) Holdings and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan critical status within the meaning of Section 3(3432 of the Code or Section 305 of ERISA; and the Borrower has not engaged in any non-exempt “prohibited transaction”, as defined in Section 406 of ERISA and Section 4975 of the Code, in connection with any Plan, that could reasonably be expected to subject the Borrower to a material liability, tax or penalty imposed by Section 409, 502(i), or 502(1) of ERISA which is subject or Section 4975 of the Code. Except as would not reasonably be expected to Title IV of ERISA that is maintained by result in a Material Adverse Effect, neither the Borrower nor any Commonly Controlled Entity has incurred any liability (other than Holdings and its Restricted Subsidiariesincluding any indirect, contingent or secondary liability) (a “Commonly Controlled Plan”) merely by virtue to or on account of being treated as a single employer under Title IV any Plan pursuant to Sections 515, 4062, 4063, 4064, 4069, 4201, 4204 or 4212 of ERISA or Sections 436(f) or 4971 of the Code or expects to incur any such liability under any of the foregoing sections with the sponsor of such plan that would reasonably be likely respect to have a Material Adverse Effect and result in a direct obligation of Holdings and its Restricted Subsidiaries to pay moneyany Plan.

ERISA. (a) Except With respect to each employee benefit plan (including, without limitations, any "employee benefit plan," as would defined in Section 3(3) of ERISA), and any material bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, retirement, vacation, severance, disability, death benefit, hospitalization, insurance or other plan, arrangement or understanding and any employment or change in control agreements (all the foregoing being herein called the "INTRACEL PARENT BENEFIT PLANS"), maintained or contributed to by Intracel Parent or any of its subsidiaries as of the date hereof, Intracel Parent has made available to the Company a true and correct copy of, where applicable, (i) the most recent annual report (Form 5500) filed with the IRS, (ii) such Intracel Parent Benefit Plan, (iii) each trust agreement and group annuity contract, if any, relating to such Intracel Parent Benefit Plan and (iv) the most recent actuarial report or valuation relating to a Intracel Parent Benefit Plan subject to Title IV of ERISA. All Intracel Parent Benefit Plans are set forth on Section 5.12(a) of the Intracel Parent Disclosure Schedule. None of the Intracel Parent Benefit Plans are multiemployer plans within the meaning of Section 3(37) of ERISA or have been at any time since September 26, 1980. Each of the Plans covered by ERISA (a) has been operated in all material respects in accordance with ERISA, (b) has met the minimum funding standards of Section 412 of the Code and (c) which is intended to be qualified under Section 401(a) of the Code, has received or applied for a favorable determination letter from the IRS, and Intracel Parent is not reasonably be expected, individually or aware of any circumstances likely to result in the aggregate, to have a Material Adverse Effect: neither a Reportable Event nor an “accumulated funding deficiency” revocation of such determination letter. No notice of "reportable event" (within the meaning of Section 412(a) of the Code or Section 302(a)(2) 4043 of ERISA) for which the 30-day reporting requirement has occurred during not been waived, has been required to be filed for any Plan or by the fivesingle-year period prior to employer of an ERISA Affiliate as of the date hereof, within the 12-month period ending on which the date hereof or will be required to be filed in connection with the transaction contemplated by this representation is made Agreement. Neither Intracel Parent nor any subsidiary has engaged in a transaction with respect to any PlanIntracel Parent Benefit Plan that, and each Plan has complied with assuming the applicable provisions taxable period of ERISA and the Code; no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period; the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, transaction expired as of the last annual valuation date prior to hereof, would subject 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; neither Holdings nor any of its Restricted Subsidiaries has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected to result in a liability under ERISA; neither Holdings nor any of its Restricted Subsidiaries would become subject to any liability under ERISA if Holdings or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made; and no Multiemployer Plan is in Reorganization or Insolvent. (b) Holdings and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan within the meaning of Section 3(3) of ERISA which is subject to Title IV of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of Holdings and its Restricted Subsidiaries to pay money.Intracel Parent

ERISA. (a) Except 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) 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 qualified under Section 401(a) of the Code. Except, in each case, for events or actions that would not reasonably be expectednot, individually or in the aggregate, to have a Material Adverse Effect: neither a Reportable Event nor an , (i) each DIMON Plan complies with all applicable statutes and governmental rules and regulations, including but not limited to ERISA, the Code and COBRA, (ii) no “accumulated funding deficiencyreportable event” (within the meaning of Section 412(a) of the Code or Section 302(a)(2) 4043 of ERISA) has occurred during the five-year period prior to the date on which this representation is made with respect to any DIMON Plan, and each Plan has complied with the applicable provisions of ERISA and the Code; no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period; the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plansiii) 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; neither Holdings DIMON nor any of its Restricted Subsidiaries ERISA Affiliates has had a complete or partial withdrawal withdrawn from any DIMON Multiemployer Plan that (as hereinafter defined), or instituted, or is currently considering taking, any action to do so, and (iv) no action has resulted 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 continued medical coverage requirements of COBRA. Except as would reasonably be expected to result not, individually or in the aggregate, have a liability under ERISA; neither Holdings Material Adverse Effect, no DIMON Plan, nor any trust created thereunder, has incurred any “accumulated funding deficiency” (as defined in Section 302 of its Restricted Subsidiaries would become subject to any liability under ERISA if Holdings ERISA), whether or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans not waived. Except as disclosed in Section 4.14 of the valuation date most closely preceding the date on which this representation is made; and no Multiemployer Plan is in Reorganization or Insolvent. (b) Holdings and its Restricted Subsidiaries have not incurredDIMON Schedule of Exceptions, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan within the meaning of Section 3(3) of ERISA DIMON Plan which is subject to Title IV of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue ERISA, the present value of being treated accrued benefit obligations, as a single employer under Title IV of ERISA determined in accordance with FAS 87 in accordance with the sponsor actuarial assumptions used to prepare the most recent reports of such plan that 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 event has occurred in connection with which DIMON or any ERISA Affiliate would reasonably be likely 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 and 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 intended to be qualified under Section 401(a) of the Code has been determined by the IRS to be so qualified, or a direct 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 DIMON, there is no reason why any DIMON Plan is not so qualified in operation. Neither DIMON nor any of its ERISA Affiliates has been notified by any DIMON Multiemployer Plan that such DIMON Multiemployer Plan is currently in reorganization or insolvency under and within the meaning of Section 4241 or 4245 of ERISA or that such DIMON Multiemployer Plan intends to terminate or has been terminated under Section 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 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 Holdings and its Restricted Subsidiaries employment to pay money.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. (a) Except as would not reasonably be expectedwhere the liability, individually or in the aggregate, which could reasonably be expected to result has not had or could not reasonably be expected to have a Material Adverse Effect: (i) neither a Reportable Event nor an “"accumulated funding deficiency” " (within the meaning of Section 412(a) 412 of the Code or Section 302(a)(2) 302 of ERISA) has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Single Employer Plan, and ; (ii) each Plan (other than a Multiemployer Plan) has complied in all material respects with the applicable provisions of ERISA and the Code; (iii) no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Single Employer Plan has arisenarisen and remains outstanding, during such five-year period; (iv) the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefitsbenefits by an amount which could reasonably be expected to have a Material Adverse Effect; neither Holdings (v) none of the Credit Parties nor any of its Restricted Subsidiaries Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected Plan, and, to result in a liability under ERISA; neither Holdings the best knowledge of the Credit Parties, none of the Credit Parties nor any of its Restricted Subsidiaries Commonly Controlled Entity would become subject to any liability under ERISA if Holdings the Credit Parties or any such Restricted Subsidiary Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made; and (vi) no such Multiemployer Plan is in Reorganization or Insolvent. ; (bvii) Holdings the present value (determined using actuarial and its Restricted Subsidiaries have not incurred, other assumptions which are reasonable in respect of the benefits provided and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan within the meaning of Section 3(3employees participating) of ERISA which is subject to Title IV the liability of ERISA that is maintained by a the Borrower and each Commonly Controlled Entity for post retirement benefits to be provided to their current and former employees under Plans which are welfare benefit plans (other than Holdings and its Restricted Subsidiariesas defined in Section 3(1) (a “Commonly Controlled Plan”of ERISA) merely by virtue of being treated as a single employer does not, in the aggregate, exceed the assets under Title IV of ERISA with the sponsor of all such plan that would reasonably be likely Plans allocable to have a Material Adverse Effect and result in a direct obligation of Holdings and its Restricted Subsidiaries to pay moneysuch benefits.

ERISA. (a) Except as would not reasonably be expected, individually or in the aggregate, to result in a material liability to the Borrower or any of its Subsidiaries; (i) no ERISA Event has occurred or is reasonably expected to occur; (ii) the Borrower, the Subsidiaries and each ERISA Affiliate have a Material Adverse Effect: neither a Reportable Event nor an “accumulated funding deficiency” complied in all material respects with ERISA and, where applicable, the Code regarding each Plan; and (within iii) each Plan is, and has been, maintained in substantial compliance with its terms, ERISA and, where applicable, the meaning of Section 412(aCode. (b) None of the Code Borrower, its Subsidiaries or Section 302(a)(2) of ERISA) has occurred during the five-year period prior any ERISA Affiliates are required to contribute to, or have any other direct or contingent liability in respect of, any Multiemployer Plan that, when taken together with all other such contribution obligations and liabilities to any other Multiemployer Plan, would reasonably be expected to result in a material liability to the date on which this representation is made with respect Borrower or any of its Subsidiaries. None of the Borrower, its Subsidiaries or any ERISA Affiliate has (i) failed to make any contribution or payment to any Plan or Multiemployer Plan, and each or made any amendment to any Plan that has complied with resulted or could result in the applicable provisions imposition of a Lien or the posting of a bond or other security under ERISA or the Code, or (ii) incurred any liability under Title IV of ERISA and the Code; no termination of other than a Single Employer Plan has occurred, and no Lien in favor of liability to the PBGC for premiums under section 4007 of ERISA that are not past due that, in either case of clause (i) or (ii), would reasonably be expected to result in a Plan has arisen, during such five-year period; material liability to the Borrower or any of its Subsidiaries. The present value of all accrued benefits under each Single Employer Plan that is subject to Title IV of ERISA (based on those assumptions used to fund such PlansPlan) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits; neither Holdings benefits by a material amount. (c) None of the Borrower or the Subsidiaries, nor any ERISA Affiliate, sponsors, maintains, or contributes to an employee welfare benefit plan, as defined in section 3(1) of ERISA, that provides benefits to former employees of such entities, other than continuation coverage under Section 4980B of the Code, that may not be terminated by the applicable plan sponsor in its Restricted Subsidiaries has had a complete or partial withdrawal from sole discretion at any Multiemployer Plan that has resulted or would reasonably be expected to result in a liability under ERISA; neither Holdings nor time without any material liability, other than the payment of its Restricted Subsidiaries would become subject to any liability under ERISA if Holdings or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans claims incurred as of the valuation date most closely preceding of such termination pursuant to the date on which this representation is made; terms of such plan and no Multiemployer Plan is in Reorganization or Insolventthe requirements of applicable law. (bd) Holdings and None of the Borrower or its Restricted Subsidiaries have not incurredsponsors, and do not reasonably expect to incur, any liability under ERISA maintains or the Code with respect contributes to any plan within the meaning of Section 3(3employee pension plan, as defined in section 3(2) of ERISA which ERISA, that is subject to Title IV of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV ERISA, section 302 of ERISA with or section 412 of the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of Holdings and its Restricted Subsidiaries to pay moneyCode.

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

ERISA. (a) Except as All Company Benefit Plans have been administered in accordance, and are in compliance, with the applicable provisions of ERISA, except where such failures to administer or comply would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect: neither a Reportable Event nor an “accumulated funding deficiency” (. Each of the Company Benefit Plans which is intended to meet the requirements of Section 401(a) of the Code has been determined by the Internal Revenue Service to be "qualified," within the meaning of such 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(a) 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 Company, there are not now nor have there been any non-exempt "prohibited transactions," as such term is defined in Section 4975 of the Code or Section 302(a)(2) 406 of ERISA) has occurred during , involving the five-year period prior Company's Benefit Plans which could subject the Company, its subsidiaries or Parent to the date on which this representation is made with respect to any Plan, and each Plan has complied with the applicable provisions of ERISA and the Code; no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC penalty or a Plan has arisen, during such five-year period; the present value of all accrued benefits tax imposed 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; neither Holdings nor any of its Restricted Subsidiaries has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected to result in a liability under ERISA; neither Holdings nor any of its Restricted Subsidiaries would become subject to any liability under ERISA if Holdings or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made; and no Multiemployer Plan is in Reorganization or Insolvent. (b) Holdings and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan within the meaning of Section 3(3502(i) of ERISA or Section 4975 of the Code. No Company Benefit Plan which is subject to Title IV of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue has been completely or partially terminated; no proceedings to completely or partially terminate any Company Benefit Plan have been instituted within the meaning of being treated as a single employer under 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 sponsor 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 plan that liability which would reasonably be likely to not have a Company Material Adverse Effect and result 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 direct obligation of Holdings and its Restricted Subsidiaries to pay moneyCompany Material Adverse Effect.

ERISA. (a) No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be 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 Section 303(k) of ERISA. (b) Each Employee Benefit Plan is in compliance in all material respects with the applicable provisions ERISA, the Internal Revenue Code and other requirements of Applicable Law. Except with respect to Multiemployer Plans, each Qualified Plan (I) has received a favorable determination from the IRS applicable to the Qualified Plan’s current remedial amendment cycle (as described in Revenue Procedure 2007-44 or “2007-44” for short), (II) has timely filed for a favorable determination letter from the IRS during its staggered remedial amendment cycle (as defined in 2007-44) and such application is currently being processed by the IRS, (III) 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 or (IV) is maintained under a prototype or volume submitter plan and may rely upon a favorable opinion or advisory letter issued by the IRS with respect to such prototype or volume submitter plan. No event has occurred which would cause the loss of the Borrower’s or any ERISA Affiliate’s reliance on the Qualified Plan’s favorable determination letter or opinion or advisory letter. (c) Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: neither a Reportable Event nor an “accumulated funding deficiency” (within , there are no pending or to the meaning of Section 412(a) best of the Code Borrower’s knowledge, threatened claims, actions or Section 302(a)(2) of ERISA) has occurred during the five-year period prior to the date on which this representation is made lawsuits or action by any Governmental Authority, participant or beneficiary with respect to any a Employee Benefit Plan, and each Plan has complied with the applicable provisions of ERISA and the Code; no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period; the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits; neither Holdings nor any of its Restricted Subsidiaries has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected to result in a liability under ERISA; neither Holdings nor any of its Restricted Subsidiaries would become subject to any liability under ERISA if Holdings or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made; and no Multiemployer Plan is in Reorganization or Insolvent. (bd) Holdings and its Restricted Subsidiaries have not incurred, and do Except as would not reasonably expect to incurbe expected, any liability under ERISA individually or in the Code with respect to any plan within the meaning of Section 3(3) of ERISA which is subject to Title IV of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would reasonably be likely aggregate, to have a Material Adverse Effect Effect, (i) there are no violations of the fiduciary responsibility rules with respect to any Employee Benefit Plan and result neither the Borrower nor ERISA Affiliate has engaged in a direct obligation material non-exempt “prohibited transaction,” as defined in Section 406 of Holdings ERISA and its Restricted Subsidiaries Section 4975 of the Internal Revenue 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 pay moneyany Employee Benefit Plan or any Multiemployer Plan.

ERISA. (a) Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) has occurred during the five-year period prior to the date on which this representation is made with respect to any Single Employer Plan, and each Plan has complied with the applicable provisions of ERISA and the Code; no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Single Employer Plan has arisen, during such five-year period; the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Single Employer Plans) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Single Employer Plan allocable to such accrued benefits; neither Holdings none of Holdings, the Borrowers nor any of its their Restricted Subsidiaries has had (or reasonably expects to have) a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected to result in a liability under ERISA; neither ERISA and, to the knowledge of Holdings nor any of its Restricted Subsidiaries would become subject to any liability under ERISA if Holdings or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as of and the valuation date most closely preceding the date on which this representation is made; and Borrowers, no Multiemployer Plan is in Reorganization or Insolvent. (b) Holdings Holdings, the Borrowers and its their Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan within the meaning of Section 3(3) of ERISA which is subject to Title IV of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings Holdings, the Borrowers and its their Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of Holdings Holdings, the Borrowers and its their Restricted Subsidiaries to pay money.

ERISA. (a) Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: neither Neither a Reportable Event nor an “"accumulated funding deficiency” " (within the meaning of Section 412(a) 412 of the Code or Section 302(a)(2) 302 of ERISA) has occurred during the five-five year period prior to the date on which this representation is made or deemed made with respect to any Single Employer Plan, and each Plan (other than a Multiemployer Plan or a multiemployer welfare plan maintained pursuant to a collective bargaining agreement) has complied in all material respects with the applicable provisions of ERISA and the Code; no . No termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period; the . The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits; neither Holdings . Neither the Borrower nor any of its Restricted Subsidiaries Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or Plan, and, to the knowledge of the Borrower, the Borrower would reasonably be expected to result in a liability under ERISA; neither Holdings nor any of its Restricted Subsidiaries would not become subject to any material liability under ERISA if Holdings Global Signal, the Borrower or such Restricted Subsidiary any Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made; and . To the knowledge of the Borrower, no such Multiemployer Plan is in Reorganization or Insolvent. (b) Holdings and its Restricted Subsidiaries have . Except to the extent that any such excess could not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan within the meaning of Section 3(3) of ERISA which is subject to Title IV of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect Effect, the present value (determined using actuarial and result other assumptions which are reasonable in a direct obligation respect of Holdings the benefits provided and its Restricted Subsidiaries the employees participating) of the liability of the Borrower and each Commonly Controlled Entity for post retirement benefits to pay moneybe provided to their current and former employees under Plans which are welfare benefit plans (as defined in Section 3(1) of ERISA) other than such liability disclosed in the financial statements of Global Signal or the Borrower does not, in the aggregate, exceed the assets under all such Plans allocable to such benefits.

ERISA. (a) Except With respect to each Pension Plan, except as would not reasonably be expected, individually or in the aggregate, to result in a material liability to the Borrower: (i) no “reportable event” as defined in Section 4043 of ERISA or the regulations issued thereunder (other than an event for which the 30-day notice period is waived by regulation) has occurred that could reasonably be expected to result in a material liability to the Borrower; (ii) there has been no failure to satisfy the minimum funding standard of Section 412 of the Code and Section 302 of ERISA, whether or not waived; (iii) there has been no failure to make by its due date a required contribution under Section 430(j) of the Code, as amended by the Pension Protection Act of 2006; (iv) there has been no filing pursuant to Section 412 of the Code of an application for a waiver of the minimum funding standard; (v) neither Borrower nor any of its ERISA Affiliates has incurred any liability under Title IV of ERISA with respect to the termination of the Pension Plan; (vi) neither the Borrower nor any of its ERISA Affiliates has received a notice of intent to terminate the Pension Plan in a distress termination described in Section 4041(c) of ERISA; Table of Contents (vii) the PBGC has not instituted proceedings to terminate the Pension Plan; (viii) to the knowledge of the Borrower, no event has occurred that would reasonably constitute grounds under ERISA for the termination of, or the appointment of a trustee to administer, the Pension Plan; (ix) neither Borrower nor any of its ERISA Affiliates has incurred any material liability, which remains unsatisfied, with respect to the withdrawal from any Pension Plan; and (x) no amendment has been adopted that would require the provision of security pursuant to Section 401(a)(29) of the Code or Section 307 of ERISA. Each event described in this Section 4.12(a) is referred to herein as a “Pension Plan Event”. (b) Neither Borrower nor any of its ERISA Affiliates has incurred or expects to incur any complete or partial withdrawal liability to any Multiemployer Plan that could reasonably be expected to result in a material liability to the Borrower. With respect to each Multiemployer Plan, except as would not reasonably be expected to result in material liability to the Borrower, neither Borrower nor any of its ERISA Affiliates has (i) failed to make any required contribution to such Multiemployer Plan or (ii) received any notice from the Multiemployer Plan that it is insolvent or in reorganization pursuant to Section 4241 or 4245 of ERISA or that it intends to terminate or has terminated under Section 4041A or 4042 of ERISA. Each event described in this Section 4.12(b) is referred to herein as a “Multiemployer Plan Event”. (c) Each Employee Benefit Plan complies in form and operation with ERISA, the Code and all other applicable Laws, except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: neither a Reportable Event nor an . (d) Borrower has not engaged in any non exempt “accumulated funding deficiencyprohibited transaction” (within the meaning of as defined in Section 412(a) 4975 of the Code or Section 302(a)(2Code) and, to the knowledge of ERISA) Borrower, no such “prohibited transaction” has occurred during the five-year period prior to the date on which this representation is made with respect to any Plan, and each Plan has complied with the applicable provisions of ERISA and the Code; no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period; the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits; neither Holdings nor any of its Restricted Subsidiaries has had a complete or partial withdrawal from any Multiemployer Employee Benefit Plan that has resulted or would could reasonably be expected to result in a material liability under ERISA; neither Holdings nor any of its Restricted Subsidiaries would become subject to any liability under ERISA if Holdings or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made; and no Multiemployer Plan is in Reorganization or InsolventBorrower. (b) Holdings and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan within the meaning of Section 3(3) of ERISA which is subject to Title IV of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of Holdings and its Restricted Subsidiaries to pay money.

ERISA. (a) Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: , (i) neither a Reportable Event nor an a violation of the “accumulated minimum funding deficiencystandard” (within the meaning of Section 412(a) of the Code or of Section 302(a)(2) of ERISA) has occurred during the five-year period prior to the date on which this representation is made with respect to any Single Employer Plan, and each Plan has complied with the applicable provisions of ERISA and the Code; (ii) no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Single Employer Plan has arisen, during such five-year period; (iii) the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Single Employer Plans) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Single Employer Plan allocable to such accrued benefits; neither Holdings and (iv) none of Holdings, the Borrower nor any of its Restricted Subsidiaries has had (or reasonably expects to have) a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected to result in a liability under ERISA; neither ERISA and, to the knowledge of Holdings nor any of its Restricted Subsidiaries would become subject to any liability under ERISA if Holdings or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as of and the valuation date most closely preceding the date on which this representation is made; and Borrower, no Multiemployer Plan is in Reorganization or is Insolvent. (b) Holdings Holdings, the Borrower and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan within the meaning of Section 3(3) of ERISA which is subject to Title IV of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings Holdings, the Borrower and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would could reasonably be likely to have a Material Adverse Effect and result in a direct obligation of Holdings Holdings, the Borrower and its Restricted Subsidiaries to pay money.

ERISA. No Benefit Plan has failed to satisfy the “minimum funding standard” (aas defined in Sections 302(a)(2) Except as would 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 reasonably be expected, individually or in the aggregate, expected to have a Material Adverse Effect: neither a Reportable Event . Neither the Borrower nor an “accumulated funding deficiency” (within the meaning of Section 412(a) any member of the Code Controlled Group has (a) failed to make a required contribution or Section 302(a)(2) of ERISA) has occurred during the five-year period prior payment to the date on which this representation is made with respect to any Plan, and each a Multiemployer Plan has complied with the applicable provisions of ERISA and the Code; no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC material amount or (b) incurred a Plan has arisen, during such five-year period; the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits; neither Holdings nor any of its Restricted Subsidiaries has had a material complete or partial withdrawal under Section 4203 or Section 4205 of ERISA from any a Multiemployer Plan that has resulted or would reasonably be expected to result in a liability under ERISA; neither Holdings Plan. Neither the Borrower nor any of its Restricted Subsidiaries would become subject to any liability under ERISA if Holdings or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as member of the valuation 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 most closely preceding the date on which this representation is made; and no Multiemployer Plan is in Reorganization for such installment or Insolventother payment. (b) Holdings Each Plan, Foreign Employee Benefit Plan and its Restricted Subsidiaries have not incurredNon-ERISA Commitment complies in all material respects in form, and do has been administered in all material respects in accordance with its terms and, in accordance with all applicable laws and regulations, including but not reasonably expect limited to incur, any liability under 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 within the meaning of Section 3(3) of ERISA Plan for which is subject to Title IV of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would statutory or administrative exemption does not exist which could reasonably be likely expected to have a Material Adverse Effect and result in a direct obligation subject the Borrower or any of Holdings and its Restricted Subsidiaries to pay money.material liability. Neither the Borrower 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 Borrower or any of its Restricted Subsidiaries to material liability. Neither the Borrower 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)

ERISA. (a) Except as would not reasonably be expectedPromptly after the Borrower or any of the Restricted Subsidiaries or any ERISA Affiliate knows or has reason to know of the occurrence of any of the following events that, individually or in the aggregateaggregate (including in the aggregate such events previously disclosed or exempt from disclosure hereunder, to the extent the liability therefor remains outstanding), would be reasonably likely to have a Material Adverse Effect: neither , the Borrower will deliver to the Administrative Agent a certificate of an Authorized Officer or any other senior officer of the Borrower setting forth details as to such occurrence and the action, if any, that the Borrower, such Restricted Subsidiary or such ERISA Affiliate is required or proposes to take, together with any notices (required, proposed or otherwise) given to or filed with or by the Borrower, such Restricted Subsidiary, such ERISA Affiliate, the PBGC, or a Multiemployer Plan administrator (provided that if such notice is given by the Multiemployer Plan administrator, it is given to any of the Borrower, or any of the Restricted Subsidiaries or any ERISA Affiliates thereof); that a Reportable Event nor has occurred; that a failure to satisfy the minimum funding standard under Section 412 of the Code has occurred or an “accumulated application is to be made to the Secretary of the Treasury for a waiver or modification of the minimum funding deficiency” standard (including any required installment payments) or an extension of any amortization period under Section 412 of the Code with respect to a Pension Plan; that a Pension Plan having an Unfunded Current Liability has been or is to be terminated under Title IV of ERISA (including the giving of written notice thereof); that a Pension Plan has an Unfunded Current Liability that has or will result in a Lien under ERISA or the Code; that proceedings will be or have been instituted to terminate a Pension Plan having an Unfunded Current Liability (including the giving of written notice thereof); that a proceeding has been instituted against the Borrower, a Restricted Subsidiary thereof or an ERISA Affiliate pursuant to Section 515 of ERISA to collect a delinquent contribution to a Multiemployer Plan; that the PBGC has notified the Borrower, any Restricted Subsidiary thereof or any ERISA Affiliate of its intention to appoint a trustee to administer any Pension Plan; that the Borrower, any Restricted Subsidiary thereof or any ERISA Affiliate has failed to make a required installment or other payment pursuant to Section 412 of the Code with respect to a Pension Plan or the failure to make any required contribution or payment to a Multiemployer Plan; that a determination has been made that any Pension Plan is in at-risk status within the meaning of Section 412(a) 430 of the Code or Section 302(a)(2) of ERISA) has occurred during the five-year period prior to the date on which this representation is made with respect to any Plan, and each Plan has complied with the applicable provisions 303 of ERISA and the Code; no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period; the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits; neither Holdings nor any of its Restricted Subsidiaries has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected to result in a liability under ERISA; neither Holdings nor any of its Restricted Subsidiaries would become subject to any liability under ERISA if Holdings or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made; and no Multiemployer Plan is in Reorganization endangered or Insolvent. (b) Holdings and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan critical status within the meaning of Section 3(3432 of the Code or Section 305 of ERISA; or that the Borrower, any Restricted Subsidiary thereof or any ERISA Affiliate has incurred (or has been notified in writing by a Multiemployer Plan administrator that it will incur) any liability (including any contingent or secondary liability) to or on account of a Plan pursuant to Section 409, 502(i), 502(l), 515, 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA which is subject to Title IV or Section 4971 or 4975 of ERISA the Code; the termination of any Foreign Plan has occurred; or that is maintained by a Commonly Controlled Entity any non‑compliance with Applicable Law (other than Holdings and its Restricted Subsidiariesincluding funding requirements under such Applicable Law) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of Holdings and its Restricted Subsidiaries to pay moneyfor any Foreign Plan has occurred.

ERISA. (a) Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) has occurred during During the five-year period prior to the date on which this representation is made with respect to any Planor deemed made, and except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect: (a) each Plan has complied in all material respects with the applicable provisions of ERISA and the Code; (b) no Reportable Event or non-exempt Prohibited Transaction has occurred; (c) prior to the effective date of the PPA, no “accumulated funding deficiency” (within the meaning of Section 412 of the Code or Section 302 of ERISA), and on and after the effective date of the PPA, no failure to satisfy the minimum funding standards (within the meaning of Sections 412 or 430 of the Code or Section 302 or ERISA) with respect to any Plan, whether or not waived, has occurred; (d) there has been no filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan, no failure to make by its due date a required installment under Section 430(j) of the Code with respect to any Plan, or failure by Borrower or any Commonly Controlled Entity to make a required contribution to a Multiemployer Plan; (e) neither Borrower nor any Commonly Controlled Entity has incurred any liability under Title IV of ERISA with respect to the termination of a Single Employer Plan has occurredany Plan, and no including but not limited to the imposition of any Lien in favor of the PBGC or a any Plan; (f) there has been no determination that any Plan has arisen, during such five-year period; is in “at risk” status within the present value meaning of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as Section 430 of the last annual valuation date prior Code or Section 303 of ERISA; (g) neither Borrower nor any Commonly Controlled Entity has received any notice from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or to appoint a trustee to administer any Plan under Section 4042 of ERISA; (h) neither Borrower nor any Commonly Controlled Entity has incurred any liability with respect 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; neither Holdings nor any of its Restricted Subsidiaries has had a complete withdrawal or partial withdrawal from any Plan or Multiemployer Plan that has resulted or would reasonably be expected to result in a liability under ERISAPlan; and (i) neither Holdings Borrower nor any of its Restricted Subsidiaries would become subject Commonly Controlled Entity has received any notice, or sent any notice to any liability under ERISA if Holdings Multiemployer Plan, concerning the imposition of Withdrawal Liability or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made; and no a determination that a Multiemployer Plan is Insolvent, in Reorganization or Insolvent. (b) Holdings and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA in “endangered” or the Code with respect to any plan “critical” status within the meaning of Section 3(3) 432 of ERISA which is subject to Title IV the Code or Section 305 of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of Holdings and its Restricted Subsidiaries to pay moneyERISA.

ERISA. (a) Except as would not reasonably be expectedEach Plan is in compliance in all material respects with ERISA, individually the Code and other applicable federal or in the aggregate, state law. Each Plan which is intended to have a Material Adverse Effect: neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning of qualify under Section 412(a401(a) of the Code or Section 302(a)(2) has received a favorable determination letter from the Internal Revenue Service and, to the best knowledge of ERISA) the Borrower, nothing has occurred during which would or could reasonably be expected to cause the five-year period prior loss of such qualification of any such Plan or related trust. (b) There are no pending or, to the date on which this representation is made best knowledge of the Borrower, threatened claims (other than routine claims for benefits in the ordinary course), actions or lawsuits, or action by any governmental authority, with respect to any Plan, and each Plan has complied with the applicable provisions of ERISA and the Code; no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period; the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits; neither Holdings nor any of its Restricted Subsidiaries has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would could reasonably be expected to result in a liability under ERISA; neither Holdings nor any Material Adverse Effect. To the best knowledge of its Restricted Subsidiaries would become subject the Borrower, there has been no prohibited transaction within the meaning of Section 4975 of the Code or Section 406 ERISA or other material violation of the fiduciary responsibility rules with respect to any liability under ERISA if Holdings Plan which has resulted or such Restricted Subsidiary were could reasonably be expected to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made; and no Multiemployer Plan is result in Reorganization or Insolventa Material Adverse Effect. (bc) Holdings and its Restricted Subsidiaries have No Reportable Event has occurred or is reasonably expected to occur with respect to any Pension Plan. (d) The aggregate Unfunded Pension Liability for all Pension Plans (calculated based on the most recent actuarial report for each Pension Plan) does not incurred, and do not exceed $25,000,000. (e) Neither the Borrower nor any ERISA Affiliate has incurred nor does it reasonably expect to incur, any liability under ERISA or the Code with respect to any plan within the meaning of Section 3(3) of ERISA which is subject to Title IV of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with respect to any Pension Plan (other than premiums due and not delinquent under Section 4007 of ERISA). (f) Neither the sponsor Borrower nor any ERISA Affiliate has transferred any Unfunded Pension Liability to any Person or otherwise engaged in a transaction that could be subject to Section 4069 of such plan that ERISA. (g) Neither the Borrower nor any ERISA Affiliate has incurred nor reasonably expects to incur any liability, other than Acquisition Liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would reasonably be likely to have a Material Adverse Effect and result in such liability), under Section 4201 or 4243 of ERISA with respect to a direct obligation of Holdings Multiemployer Plan. As used in this paragraph, “Acquisition Liability” means liability immaterial to the Borrower, its business and its Restricted Subsidiaries to pay moneyoperations when taken as a whole that is incurred in connection with an acquisition by the Borrower or any ERISA Affiliate.

ERISA. (a) Except as for matters that would not reasonably be expectednot, individually or in the aggregate, to have a Material Adverse Effect: neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) has occurred during the five-year period prior to the date on which this representation is made with respect to any Plan, and each Plan has complied with the applicable provisions of ERISA and the Code; no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period; the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits; neither Holdings nor any of its Restricted Subsidiaries has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected to result in a liability under Material Adverse Effect: (a) Each Plan is, and has been, operated, administered and maintained in substantial compliance with, and the Issuer and each ERISA Affiliate have complied with ERISA; neither Holdings nor any of its Restricted Subsidiaries would become subject to any liability under ERISA if Holdings or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as , the terms of the valuation date most closely preceding applicable Plan and, where applicable, the date on which this representation is made; and no Multiemployer Plan is in Reorganization or InsolventCode. (b) Holdings and its Restricted Subsidiaries have not incurredNo act, and do not reasonably expect omission or transaction has occurred that could result in imposition on the Issuer or any ERISA Affiliate (whether directly or indirectly) of (i) either a civil penalty assessed pursuant to incursubsections (c), any liability under (i) or (l) of Section 502 of ERISA or a tax imposed pursuant to Chapter 43 of Subtitle D of the Code or (ii) breach of fiduciary duty liability damages under Section 409 of ERISA. (c) No liability to the PBGC (other than for the payment of current premiums which are not past due) by the Issuer or any ERISA Affiliate has been or is reasonably expected by any Note Party or any ERISA Affiliate to be incurred with respect to any plan within Plan. (d) No ERISA Event with respect to any Plan has occurred that has resulted or could reasonably be expected to result in liability of the meaning of Section 3(3) of ERISA which is subject to Title IV of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer Issuer under Title IV of ERISA to the Plan or the PBGC. (e) The actuarial present value of the benefit liabilities under each Plan does not, as of the end of the Issuer’s most recently ended Fiscal Year, exceed the current value of the assets (computed on a plan termination basis in accordance with the sponsor Title IV of ERISA) of such plan that would reasonably be likely Plan allocable to such benefit liabilities. The term “actuarial present value of the benefit liabilities” shall have a Material Adverse Effect and result the meaning specified in a direct obligation Section 4041 of Holdings and its Restricted Subsidiaries ERISA. (f) Neither the Issuer nor 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, or had any actual liability to pay moneyany Multiemployer Plan.

ERISA. (a) Except as would not reasonably be expected, individually or expected to result in the aggregate, to have a Material Adverse Effect: neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) has occurred during the five-year period prior to the date on which this representation is made with respect to any Plan, and each Plan has complied with the applicable provisions of ERISA and the Code; no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period; the present value of all accrued benefits vested under each Single Employer Plan (based on those assumptions used “employee pension benefit plan,” as such term is defined in Section 3(2) of ERISA, other than a Multiemployer Plan, that is subject to fund such Plans) did not, as Title IV of ERISA or Section 412 of the last annual valuation date prior Code and maintained by the Borrower or any ERISA Affiliate of the Borrower, or to which the date on which this representation is made Borrower or deemed madeany 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 such the Pension Plan allocable to such accrued benefits; vested benefits (based on the value of such assets as of the last annual valuation date) determined in accordance with the assumptions for funding such Pension Plan pursuant to Sections 412 and 430 of the Code for the applicable plan year. No prohibited transactions (within the meaning of Section 406(a) or (b) of ERISA or Section 4975 of the Code) for which an exemption is not available or has not previously been obtained from the United States Department of Labor, failure to meet the minimum funding standard as set forth in Section 302(a) of ERISA and Section 412(a) of the Code with respect to any Pension Plan, withdrawal from a Pension Plan subject to Section 4063 of ERISA during a plan year in which the Borrower or an ERISA Affiliate of the Borrower was a “substantial employer” (as defined in Section 4001(a)(2) of ERISA), or a cessation of operations that is treated as a withdrawal under Section 4062(e) of ERISA or Reportable Events have occurred with respect to any Pension Plans, and neither Holdings the Borrower nor any ERISA Affiliate of its Restricted Subsidiaries the Borrower has had a complete or partial incurred any withdrawal from liability with respect to any Multiemployer Plan that has resulted or Plan, that, in any case of the foregoing, would reasonably be expected to result in a liability Material Adverse Effect. 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; neither Holdings , nor any of its Restricted Subsidiaries would become subject has the Pension Benefit Guaranty Corporation instituted proceedings to any liability under ERISA if Holdings terminate, or such Restricted Subsidiary were appointed a trustee to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made; administer a Pension Plan and no Multiemployer Plan is in Reorganization event has occurred or Insolvent. (b) Holdings and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan within the meaning of Section 3(3) of ERISA which is subject to Title IV of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan condition exists that would reasonably be likely expected to have constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan, except, in any case of the foregoing, that would reasonably be expected to result in a Material Adverse Effect and result in a direct obligation of Holdings and its Restricted Subsidiaries to pay moneyEffect.

ERISA. (a) Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: neither Neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412(a) 412 of the Code or Section 302(a)(2) 302 of ERISA) has occurred during the five-year period prior to ending on the date on which this representation is made or deemed made with respect to any Single Employer Plan. Each Single Employer Plan (and to the knowledge of the Borrower, and each Plan a Multiemployer Plan) has complied and has been administered in all material respects with the all applicable provisions of ERISA and the Code; . During such five-year period, (i) no termination of a Single Employer Plan has occurred, (ii) no filing of any notice of intent to terminate a Single Employer Plan has been made, (iii) the PBGC has not instituted any proceedings under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Single Employer Plan and (iv) no Lien in favor of the PBGC or a Plan has arisen, during such five-year period; the present value of all accrued benefits under each Single Employer Plan arisen with respect to any Plan. There exists no Unfunded Pension Liability (based on those assumptions used to fund such Plans) did not, determined as of the last applicable annual valuation date prior to the date on which this representation is made or deemed made) with respect to any Single Employer Plans which, exceed taken alone or together with all other Single Employer Plans with Unfunded Pension Liability, could reasonably be expected to be material to the value Borrower or any Commonly Controlled Entity. Each Single Employer Plan (and to the knowledge of the assets Borrower, each Multiemployer Plan) which is intended to be qualified under Section 401 (a) of the Code has been determined by the IRS to be so qualified, and, nothing has occurred since the date of such determination that could reasonably be expected to adversely affect such determination. There has been no failure to make a required contribution to any Single Employer Plan allocable that would result in the imposition of an encumbrance under Section 412 of the Code or Section 302 of ERISA and there has been no filing of any request for a minimum funding waiver under Section 412 of the Code with respect to such accrued benefits; neither Holdings any Single Employer Plan. No non-exempt prohibited transaction within the meaning of Section 4975 of the Code or Section 406 of ERISA has occurred with respect to any Plan that has resulted or could reasonably be expected to result in a material liability to the Borrower or any Subsidiary. Neither the Borrower nor any Commonly Controlled Entity has incurred any liability under Title IV of its Restricted Subsidiaries ERISA with respect to any Single Employer Plan (other than premiums due and not delinquent under Section 4007 of ERISA). There are no delinquent contributions under Section 515 of ERISA to any Multiemployer Plan. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would could reasonably be expected to result in a material liability under ERISA; , and to the knowledge of the Borrower, neither Holdings the Borrower nor any of its Restricted Subsidiaries Commonly Controlled Entity would become subject to any material liability under ERISA if Holdings the Borrower or any such Restricted Subsidiary Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made; and . To the knowledge of the Borrower, no such Multiemployer Plan is in Reorganization or Insolvent. (b) Holdings and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan within the meaning of Section 3(3) of ERISA which is subject to Title IV of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of Holdings and its Restricted Subsidiaries to pay money.

ERISA. The Parent Company or any of its Subsidiaries shall engage in any "prohibited transaction" (aas defined in Section 406 of ERISA or Section 4975 of the Code) Except as would not reasonably be expectedinvolving any Plan, individually or in the aggregate, to have a Material Adverse Effect: neither a Reportable Event nor an “(ii) any "accumulated funding deficiency” " (within the meaning of as defined in Section 412(a) of the Code or Section 302(a)(2) 302 of ERISA) ), which has occurred during the five-year period prior to the date on which this representation is made not been waived, shall exist with respect to any Plan, and each Plan has complied with the applicable provisions of ERISA and the Code; no termination of a Single Employer Plan has occurred, and no or any Lien in favor of the PBGC or a Plan has arisenpursuant to Section 4068 or Section 302(f) of ERISA, during respectively, shall arise on the assets of the Parent Company, either Borrower or any Commonly Controlled Entity, (iii) a Reportable Event shall occur with respect to, or proceedings shall commence by the PBGC to have a trustee appointed, or a trustee shall be appointed by the PBGC, to administer or terminate, any Single Employer Plan, which Reportable Event or commencement of proceedings or appointment of a trustee is reasonably likely to result in the termination of such five-year period; the present value Plan for purposes of all accrued benefits under each Title IV of ERISA (other than a standard termination pursuant to Section 4041(b) of ERISA), (iv) any Single Employer Plan shall terminate for purposes of Title IV of ERISA in a distress termination under Section 4041(c), (based on those assumptions used v) the Parent Company, either Borrower or any Commonly Controlled Entity shall, or is reasonably likely to, incur any liability in connection with a withdrawal by the Parent Company, either Borrower or any Commonly Controlled Entity from, or the Insolvency or Reorganization of, a Multiemployer Plan, or (vi) the occurrence or expected occurrence of any event or condition which results or is reasonably likely to fund result in the Parent Company's, either Borrower's or any Commonly Controlled Entity's becoming responsible for any liability in respect of a Former Plan; and in each case in clauses (i) through (vi) above, such Plans) did notevent or condition, as of the last annual valuation date prior to the date on which this representation is made together with all other such events or deemed madeconditions, exceed the value of the assets of such Plan allocable to such accrued benefits; neither Holdings nor any of its Restricted Subsidiaries has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or if any, would be reasonably be expected to result in a liability under ERISA; neither Holdings nor any of its Restricted Subsidiaries would become subject to any liability under ERISA if Holdings or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made; and no Multiemployer Plan is in Reorganization or Insolvent. (b) Holdings and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan within the meaning of Section 3(3) of ERISA which is subject to Title IV of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would reasonably be likely to could have a Material Adverse Effect Effect; provided, however, that the fact that a Plan is underfunded shall not by itself constitute an Event of Default unless and result until another event or condition described in clause (i) through (vi) affecting such underfunded Plan occurs and has a direct obligation of Holdings and its Restricted Subsidiaries to pay money.Material Adverse Effect; or

ERISA. (a) Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: neither Neither a Reportable Event nor an “"accumulated funding deficiency” " (within the meaning of Section 412(a) 412 of the Code or Section 302(a)(2) 302 of ERISA) has occurred during the five-year period prior to and is continuing on the date on which this representation is made or deemed made with respect to any Single Employer Plan, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code; no . No termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisenarisen and remains in effect against the assets of the Borrower or any Commonly Controlled Entity, during such five-year period; the as of each date on which this representation is made or deemed made. The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date 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; neither Holdings benefits by an amount in excess of $25,000,000. Neither the Borrower nor any of its Restricted Subsidiaries Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected to result in a liability under ERISA; Plan, and neither Holdings the Borrower nor any of its Restricted Subsidiaries Commonly Controlled Entity would become subject to any liability under ERISA if Holdings the Borrower or any such Restricted Subsidiary Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made; and no . No such Multiemployer Plan is in Reorganization or Insolvent. (b) Holdings and its Restricted Subsidiaries have not incurred. Notwithstanding the foregoing, and do not reasonably expect to incur, there shall be no breach of the representations set forth in this subsection 4.12 unless the amount of any liability under ERISA of the Borrower or the Code with respect to any plan within the meaning of Section 3(3) of ERISA which is subject to Title IV of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA which arises or which could reasonably be expected to arise in connection with the sponsor of matters giving rise to such plan that would breach, individually or in the aggregate, could reasonably be likely expected to have a Material Adverse Effect and result in a direct obligation of Holdings and its Restricted Subsidiaries to pay moneyEffect.

ERISA. The Borrower shall not and shall not permit any ERISA Affiliate to: (a) Except as do any of the following, which in the aggregate would not reasonably be expected, individually or in the aggregate, expected to have a Material Adverse Effect: neither : (i) engage in any transaction which it knows or has reason to know could result in a Reportable Event nor 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 Borrower or an “accumulated funding deficiency” ERISA Affiliate may be required to make under any agreement relating to such Multiemployer Plan, or any law pertaining thereto; (within iii) incur withdrawal liability under ERISA to a Multiemployer Plan; (iv) voluntarily terminate or, in the meaning case of a "substantial employer" as defined in Section 412(a4001(a)(2) of ERISA, withdraw from any Plan if such termination or withdrawal could 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(a)(2302(d)(7) of ERISA; (vii) has occurred during the five-year period prior act or fail to the date on which this representation is made with respect act, and, as a result thereof, an event similar to any Plan, and each Plan has complied with of those referred to in clauses (i) to (vi) would likely occur under the applicable provisions of ERISA and the Code; no termination laws of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year periodforeign country; or (b) permit the present value of all accrued benefits (irrespective of whether vested) under each Single Employer Plan all Plans that have assets less than benefits (based on those assumptions used irrespective of whether vested), 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 "current value" as defined in Section 3(26) of ERISA of the assets of such Plan allocable 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 such accrued benefits; neither Holdings nor any the funding requirements of its Restricted Subsidiaries has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would ERISA which could reasonably be expected to result in a liability under ERISA; neither Holdings nor any of its Restricted Subsidiaries would become subject to any liability under ERISA if Holdings or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made; and no Multiemployer Plan is in Reorganization or Insolvent. (b) Holdings and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan within the meaning of Section 3(3) of ERISA which is subject to Title IV of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of Holdings and its Restricted Subsidiaries to pay moneyEffect.

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

ERISA. (ai) 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 would not reasonably be expecteda whole, individually or 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 aggregate, to have a Material Adverse Effect: neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412(a) status of the Code or Section 302(a)(2) of ERISA Plans referred to therein, and no "prohibited transaction" (as defined in ERISA) has occurred during with respect thereto that, singly or in the five-year period prior aggregate with all other "prohibited transactions" and after giving effect to all likely consequences thereof, would be reasonably expected to have a material adverse effect on the date on which this representation is made financial condition, properties, prospects or operations of the Borrower and its Subsidiaries taken as a whole. Neither the Borrower nor any of its ERISA Affiliates has incurred nor reasonably expects to incur any material withdrawal liability under ERISA to any ERISA Multiemployer Plan, except as disclosed to and consented by the Majority Lenders in writing. (ii) The Borrower and each member of the Controlled Group have fulfilled their obligations under the minimum funding standards of ERISA and the Code with respect to any Plan, and each Plan has complied and are in compliance in all material respects with the applicable provisions of ERISA and the Code; no termination of a Single Employer Plan has occurred, and no Lien in favor of have not incurred any liability to the PBGC or a Plan has arisen, during such five-year period; the present value under Title IV 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; neither Holdings nor any of its Restricted Subsidiaries has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected to result in a liability under ERISA; neither Holdings nor any of its Restricted Subsidiaries would become subject to any liability under ERISA if Holdings or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made; and no Multiemployer Plan is "prohibited transaction" or "reportable event" (as such terms are defined in Reorganization or Insolvent. (bERISA) Holdings and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code has occurred with respect to any plan within the meaning of Section 3(3) of ERISA which is subject to Title IV of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of Holdings and its Restricted Subsidiaries to pay money.

ERISA. (a) Except During the five year period prior to each date as would not reasonably be expectedof which this representation is made, or deemed made, with respect to any Plan (or, with respect to (vi) or (viii) below, as of the date such representation is made or deemed made), none of the following events or conditions, either individually or in the aggregate, has resulted or is reasonably likely to have result in a Material Adverse Effect: neither (i) a Reportable Event nor an “accumulated Event; (ii) any failure by any Plan to satisfy the minimum funding deficiency” standard (within the meaning of Section 412(a) as defined in 412 of the Code or Section 302(a)(2) 302 of ERISA) has occurred during the five-year period prior applicable to the date on which this representation is made with respect to such plan; (iii) any Plan, and each Plan has complied noncompliance with the applicable provisions of ERISA and or the Code; no (iv) a termination of a Single Employer Plan has occurred, and no (other than a standard termination pursuant to Section 4041(b) of ERISA); (v) a Lien on the property of the Borrower or its Restricted Subsidiaries in favor of the PBGC or a Plan has arisen, during such five-year periodPlan; the present value of all accrued benefits under each (vi) any Underfunding with respect to any Single Employer Plan Plan; (based on those assumptions used to fund such Plansvii) 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; neither Holdings nor any of its Restricted Subsidiaries has had a complete or partial withdrawal from any Multiemployer Plan that has resulted by the Borrower or would reasonably be expected to result in a liability under ERISAany Commonly Controlled Entity; neither Holdings nor any of its Restricted Subsidiaries would become subject to (viii) any liability of the Borrower or any Commonly Controlled Entity under ERISA if Holdings the Borrower or any such Restricted Subsidiary Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the annual valuation date most closely preceding the date on which this representation is made or deemed made; (ix) the Reorganization or Insolvency of any Multiemployer Plan; (x) withdrawal as a substantial employer under ERISA Section 4063 from a Single Employer Plan that has one or more contributing employers who are not a Commonly Controlled Entity; (xi) a substantial cessation of operations under ERISA Section 4062(e) with respect to a Single Employer Plan; or (xii) any transactions that resulted or could reasonably be expected to result in any liability to the Borrower or any Commonly Controlled Entity under Section 4069 of ERISA or Section 4212(c) of ERISA; provided that the representation made in clauses (ii), (iii), (ix) and no (xii) of this subsection 4.13(a) with respect to a Multiemployer Plan is based on knowledge of the Borrower (each of the events described in Reorganization or Insolventclauses (i) through (xii) hereof (as qualified by the aforementioned proviso) are hereinafter referred to as an “ERISA Event”). (b) Holdings and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with With respect to any plan within Foreign Plan, none of the meaning of Section 3(3) of ERISA which following events or conditions exists and is subject to Title IV of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with continuing that, either individually or in the sponsor of such plan that aggregate, would reasonably be likely expected to have a Material Adverse Effect Effect: (i) substantial non-compliance with its terms and with the requirements of any and all applicable laws, statutes, rules, regulations and orders; (ii) failure to be maintained, where required, in good standing with applicable regulatory authorities; (iii) any obligation of the Borrower or its Restricted Subsidiaries in connection with the termination or partial termination of, or withdrawal from, any Foreign Plan; (iv) any Lien on the property of the Borrower or its Restricted Subsidiaries in favor of a Governmental Authority as a result of any action or inaction regarding a Foreign Plan; (v) for each Foreign Plan that is a funded or insured plan, failure to be funded or insured on an ongoing basis to the extent required by applicable non-U.S. law (using actuarial methods and assumptions which are consistent with the valuations last filed with the applicable Governmental Authorities); (vi) any facts that, to the best knowledge of the Borrower or any of its Restricted Subsidiaries, exist that would reasonably be expected to give rise to a dispute and any pending or threatened disputes that, to the best knowledge of the Borrower or any of its Restricted Subsidiaries, would reasonably be expected to result in a direct obligation material liability to the Borrower or any of Holdings and its Restricted Subsidiaries concerning the assets of any Foreign Plan (other than individual claims for the payment of benefits); and (vii) failure to pay moneymake all contributions in a timely manner to the extent required by applicable non-U.S. law (each of the events described in clauses (i) through (vii) hereof are hereinafter referred to as a “Foreign Plan Event”).

ERISA. (ai) Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412(a) any member of the Code Borrower’s Controlled Group shall fail to pay when due an amount or Section 302(a)(2) amounts aggregating in excess of ERISA) has occurred during the five-year period prior $30,000,000 which it shall have become liable to the date on which this representation is made with respect to any Plan, and each Plan has complied with the applicable provisions of ERISA and the Code; no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period; the present value of all accrued benefits pay 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; neither Holdings nor any of its Restricted Subsidiaries has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected to result in a liability under ERISA; neither Holdings nor any of its Restricted Subsidiaries would become subject to any liability under ERISA if Holdings or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made; and no Multiemployer Plan is in Reorganization or Insolvent. (b) Holdings and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan within the meaning of Section 3(3) of ERISA which is subject to Title IV of ERISA that is maintained by ERISA, or notice of intent to terminate a Commonly Controlled Entity (other than Holdings and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue Plan or Plans of being treated as a single employer such Borrower which in the aggregate have Unfunded Liabilities in excess of $30,000,000 shall be filed under Title IV of ERISA with by such Borrower or any member of the sponsor Controlled Group, any plan administrator of such plan the Plan or Plans or any combination of the foregoing or any Reportable Event that would reasonably be likely expected to have a Material Adverse Effect shall occur in connection with any Plan; (ii) the Borrower or any member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred withdrawal liability to such Multiemployer Plan in an amount that, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), exceeds $10,000,000 or requires payment exceeding $10,000,000 per annum; or (iii) the Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA, if as a result of such reorganization or termination the aggregate annual contribution of the Borrower and result the other members of the Controlled Group (taken as a whole) to all Multiemployer Plans that are then in a direct obligation reorganization or being terminated have been or will be increased over the amounts contributed to such Multiemployer Plans for the respective plan years of Holdings and its Restricted Subsidiaries to pay money.each such Multiemployer Plan immediately preceding the plan in year in which the reorganization or termination occurs by an amount exceeding $10,000,000; or

ERISA. The General Partner shall use its reasonable best efforts to cause the Partnership to be and remain organized in such a manner as to not be deemed to hold “plan assets” for purposes of ERISA. If at any time the General Partner reasonably believes that the assets of the Partnership are, or are about to become, “plan assets” for purposes of ERISA and, thus, subject to Title I of ERISA, the General Partner shall take such actions within its powers as the General Partner reasonably believes to be appropriate to preclude the assets of the Partnership from becoming “plan assets” under ERISA. If the General Partner reasonably determines that no such actions are reasonably available, the General Partner shall promptly notify all of the Partners of the potential change in “plan assets” status for the Partnership (the “ERISA Notice”) and shall take the following actions: (a) Except The Partnership shall offer to each Partner that is subject to ERISA (an “ERISA-Covered Partner”) the opportunity to have such ERISA-Covered Partner’s Interest redeemed by the Partnership, to the extent permitted by applicable law, as would follows: (i) Any ERISA-Covered Partner which elects to have its Interest redeemed shall notify the Partnership to that effect within ten (10) Business Days after the date of the ERISA Notice. (ii) The Partnership shall redeem the Interest of each such redeeming ERISA-Covered Partner for the Fair Market Value thereof as of the Redemption Date with cash, to the extent available, and a promissory note of the Partnership in respect of any remaining balance. (iii) The Partnership shall set a date for the redemption of the Interest of each redeeming ERISA-Covered Partner (which date will be no later than thirty (30) days after the date of the ERISA Notice (the “Redemption Date”)). On the Redemption Date, the Partnership shall redeem the Interest of each redeeming ERISA-Covered Partner as set forth in (ii) above. (iv) If all remaining ERISA-Covered Partners do not reasonably choose to be expectedredeemed as aforesaid, individually or and the percentage of the interests in the aggregatePartnership then held by ERISA-Covered Partners is twenty-five percent (25%) or more of the total amount of the interests in the Partnership then held by all Partners (other than the General Partner and its affiliates), the General Partner shall redeem the Interest of each remaining ERISA-Covered Partner in the manner set forth above, either pro rata (based upon each remaining ERISA-Covered Partner’s Capital Commitment in relation to have a Material Adverse Effect: neither a Reportable Event nor an “accumulated funding deficiency” the aggregate Capital Commitments of all remaining ERISA-Covered Partners) or on such other basis as may be required to cause the total value of the investment in the Partnership of ERISA-Covered Partners to be reduced below twenty-five percent (within the meaning of Section 412(a25%) of the Code or Section 302(a)(2) of ERISA) has occurred during the five-year period prior to the date on which this representation is made with respect to any Plan, and each Plan has complied with the applicable provisions of ERISA and the Code; no termination of a Single Employer Plan has occurred, and no Lien in favor total amount of the PBGC or a Plan has arisenInterests then held by all Partners. (v) Notwithstanding the foregoing, during the Partnership shall not be required to sell any asset if such five-year period; sale would not be in the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as best interest of the last annual valuation date prior Partnership or the other Partners. (vi) A Person shall cease to be a Partner upon the date on which this representation is made or deemed made, exceed the value of the assets redemption of such Plan allocable to such accrued benefits; neither Holdings nor any of its Restricted Subsidiaries has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected to result in a liability under ERISA; neither Holdings nor any of its Restricted Subsidiaries would become subject to any liability under ERISA if Holdings or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made; and no Multiemployer Plan is in Reorganization or InsolventPerson’s entire Interest. (b) Holdings From and after the date that any ERISA-Covered Partner withdraws from the Partnership or has its Restricted Subsidiaries have not incurredInterest redeemed as set forth above, and do not reasonably expect the Partnership shall release such ERISA-Covered Partner from such Partner’s obligations (or that portion of such Partner’s obligations from which such Partner has been released in the event of a partial redemption) to incurmake any further contributions to the Partnership; provided that, prior to such release, the Partnership may require that such Partner make a Capital Contribution to the Partnership in an amount appropriate to repay any liability under ERISA or Subscription Line Indebtedness which the Code with respect Partnership is required to any plan within the meaning of Section 3(3) of ERISA which is subject to Title IV of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated repay as a single employer under Title IV of ERISA with the sponsor result of such plan that would reasonably be likely redemption. The Partnership shall use commercially reasonable efforts to have a Material Adverse Effect find other sources to repay such Subscription Line Indebtedness and result in a direct obligation of Holdings and its Restricted Subsidiaries to pay moneyavoid requiring such Partner to make any such Capital Contribution.

ERISA. (a) Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) has occurred during During the five-year period prior to the date on which this representation is made or deemed made: (i) no ERISA Event has occurred, and, to the best knowledge of the Credit Parties, no event or condition has occurred or exists as a result of which any ERISA Event could reasonably be expected to occur, with respect to any Plan; (ii) no "accumulated funding deficiency," as such term is defined in Section 302 of ERISA and Section 412 of the Code, and whether or not waived, has occurred with respect to any Plan; (iii) each Plan has complied been maintained, operated, and funded in material compliance with its own terms and in material compliance with the applicable provisions of ERISA and ERISA, the Code; no termination of a Single Employer Plan has occurred, and any other applicable federal or state laws; and (iv) no Lien in favor of the PBGC or a Plan has arisen, during such five-year period; the arisen or is reasonably likely to arise on account of any Plan. (b) The actuarial present value of all accrued benefits "benefit liabilities" (as defined in Section 4001(a)(16) of ERISA), whether or not vested, under each Single Employer Plan (based on those assumptions used to fund such Plans) did notPlan, as of the last annual valuation date prior to the date on which this representation is made or deemed mademade (determined, in each case, in accordance with Financial Accounting Standards Board Statement 87, utilizing the actuarial assumptions used in such Plan's most recent actuarial valuation report), did not exceed as of such valuation date the fair market value of the assets of such Plan allocable to such accrued benefits; neither Holdings Plan. (c) Neither any Consolidated Party nor any ERISA Affiliate has incurred, or, to the best knowledge of its Restricted Subsidiaries has had a complete or partial the Credit Parties, could be reasonably expected to incur, any withdrawal from liability under ERISA to any Multiemployer Plan that has resulted or would reasonably be expected to result in a liability under ERISA; neither Holdings Multiple Employer Plan. Neither any Consolidated Party nor any of its Restricted Subsidiaries ERISA Affiliate would become subject to any withdrawal liability under ERISA if Holdings any Consolidated Party or such Restricted Subsidiary any ERISA Affiliate were to withdraw completely from all Multiemployer Plans and Multiple Employer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made; . Neither any Consolidated Party nor any ERISA Affiliate has received any notification that any Multiemployer Plan is in reorganization (within the meaning of Section 4241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA), or has been terminated (within the meaning of Title IV of ERISA), and no Multiemployer Plan is is, to the best knowledge of the Credit Parties, reasonably expected to be in Reorganization reorganization, insolvent, or Insolventterminated. (bd) Holdings and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under No prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code Code) or breach of fiduciary responsibility has occurred with respect to a Plan which has subjected or may subject any Consolidated Party or any ERISA Affiliate to any material liability under Sections 406, 409, 502(i), or 502(l) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which any Consolidated Party or any ERISA Affiliate has agreed or is required to indemnify any Person against any such material liability. (e) Neither any Consolidated Party nor any ERISA Affiliates has any material liability with respect to "expected post-retirement benefit obligations" within the meaning of the Financial Accounting Standards Board Statement 106. Each Plan which is a welfare plan (as defined in Section 3(1) of ERISA) to which Sections 601-609 of ERISA and Section 4980B of the Code apply has been administered in compliance in all material respects of such sections. (f) Neither the execution and delivery of this Credit Agreement nor the consummation of the financing transactions contemplated thereunder will involve any transaction which is subject to the prohibitions of Sections 404, 406 or 407 of ERISA or in connection with which a tax could be imposed pursuant to Section 4975 of the Code. The representation by the Credit Parties in the preceding sentence is made in reliance upon and subject to the accuracy of the Lender's representation in Section 10.16 with respect to its source of funds and is subject, in the event that the source of the funds used by the Lender in connection with this transaction is an insurance company's general asset account, to the application of Prohibited Transaction Class Exemption 95-60, 60 Fed. Reg. 35,925 (1995), compliance with the regulations issued under Section 401(c)(1)(A) of ERISA, or the issuance of any other prohibited transaction exemption or similar relief, to the effect that assets in an insurance company's general asset account do not constitute assets of an "employee benefit plan" within the meaning of Section 3(3) of ERISA which is subject to Title IV of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings and its Restricted Subsidiaries"plan" within the meaning of Section 4975(e)(1) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of Holdings and its Restricted Subsidiaries to pay moneyCode.

ERISA. (a) Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: neither Neither a Reportable Event nor an “"accumulated funding deficiency” " (within the meaning of Section 412(a) 412 of the Code or Section 302(a)(2) 302 of ERISA) has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Single Employer Plan, and each Plan (other than a Multiemployer Plan or a multiemployer welfare plan maintained pursuant to a collective bargaining agreement) has complied in all material respects with the applicable provisions of ERISA and the Code; no . No termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period; the . The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits; neither Holdings . Neither the Borrower nor any of its Restricted Subsidiaries Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or Plan, and, to the knowledge of the Borrower, the Borrower would reasonably be expected to result in a liability under ERISA; neither Holdings nor any of its Restricted Subsidiaries would not become subject to any material liability under ERISA if Holdings Global Signal, the Borrower or such Restricted Subsidiary any Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made; and . To the knowledge of the Borrower, no such Multiemployer Plan is in Reorganization or Insolvent. (b) Holdings and its Restricted Subsidiaries have . Except to the extent that any such excess could not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan within the meaning of Section 3(3) of ERISA which is subject to Title IV of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect Effect, the present value (determined using actuarial and result other assumptions which are reasonable in a direct obligation respect of Holdings the benefits provided and its Restricted Subsidiaries the employees participating) of the liability of the Borrower and each Commonly Controlled Entity for post retirement benefits to pay moneybe provided to their current and former employees under Plans which are welfare benefit plans (as defined in Section 3(1) of ERISA) other than such liability disclosed in the financial statements of Global Signal or the Borrower does not, in the aggregate, exceed the assets under all such Plans allocable to such benefits.

ERISA. (a) Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) has occurred during the five-year period prior to the date on which this representation is made with respect to any Plan, and each Each Plan has complied in all respects with the ----- applicable provisions of ERISA and the Code; no termination of , except to the extent that failure to so comply would not have a Material Adverse Effect. No prohibited transaction or accumulated funding deficiency (each as defined in subsection 7.1(h)) or Reportable Event has occurred with respect to any Single Employer Plan has occurredwhich would have a Material Adverse Effect, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period; the except as disclosed on Schedule 3.10. (b) The present value of all accrued benefits under each Single Employer Plan maintained by the Borrower or a Commonly Controlled Entity (based on those assumptions used to fund such the Plans) ), as calculated on a termination basis, did not, as of the last annual valuation date prior to the date on which this representation is made or deemed madedate, exceed the value of the assets of such Plan the Plans allocable to such accrued benefits; neither Holdings benefits by an amount which exceeds $500,000 or which would have a Material Adverse Effect. (c) Neither the Borrower nor any of its Restricted Subsidiaries Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted for which any liability remains unsatisfied which would exceed $500,000 or which, together with liabilities referred in subsections (b) and (d) hereof, would reasonably be expected to result exceed $500,000 or which in either event would have a liability under ERISA; Material Adverse Effect, and neither Holdings the Borrower nor any of its Restricted Subsidiaries Commonly Controlled Entity would become subject under ERISA to any liability under ERISA which would exceed $500,000 or which, together with other liabilities referred in subsections (b) and (d) hereof or this subsection (c), would exceed $500,000 or which in either event would have a Material Adverse Effect if Holdings any of the Borrower or such Restricted Subsidiary Commonly Controlled Entity were to withdraw completely from all any Multiemployer Plans Plan as of the valuation date most closely preceding the date on which this representation is made or deemed made; and no . To the best of the Borrower's knowledge, such Multiemployer Plan is Plans are neither in Reorganization or as defined in Section 4241 of ERISA nor Insolvent. (bd) Holdings The present value (determined using actuarial and its Restricted Subsidiaries have not incurred, other assumptions which are reasonable in respect of the benefits provided and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan within the meaning of Section 3(3employees participating) of ERISA which is subject to Title IV the liability of ERISA that is maintained by a the Borrower and each Commonly Controlled Entity for post-retirement benefits to be provided to their current and former employees under Plans which are welfare benefit plans (other than Holdings as defined in Section 3(1) of ERISA) does not, in the aggregate, exceed the assets under all such Plans allocable to such benefits by an amount which exceeds $500,000 or which, together with liabilities referred in subsections (b) and its Restricted Subsidiaries(c) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that hereof, exceeds $500,000 or which in either event would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of Holdings and its Restricted Subsidiaries to pay moneyEffect.

ERISA. (a) Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: neither Neither a Reportable Event nor an “"accumulated funding deficiency” " (within the meaning of Section 412(a) 412 of the Code or Section 302(a)(2) 302 of ERISA) has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan, and each Plan has complied with the applicable provisions of ERISA and the Code; no Code where the failure to so comply could reasonably be expected to have a Material Adverse Effect. No termination of a Single Employer Plan has occurredoccurred so as to subject, directly or indirectly, any asset of the Borrower or any Commonly Controlled Entity to any liability, contingent or otherwise, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period; the . The present value of all the accrued benefits benefit obligations under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date 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; neither Holdings benefit obligations. Neither the Borrower nor any of its Restricted Subsidiaries Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected to result in a liability under ERISA; Plan, and neither Holdings the Borrower nor any of its Restricted Subsidiaries Commonly Controlled Entity would become subject to any liability under ERISA if Holdings the Borrower or any such Restricted Subsidiary Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made; and no . No such Multiemployer Plan is in Reorganization or Insolvent. . The present value (b) Holdings determined using actuarial and its Restricted Subsidiaries have not incurred, other assumptions which are reasonable in respect of the benefits provided and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan within the meaning of Section 3(3employees participating) of ERISA which is subject to Title IV the liability of ERISA that is maintained by a the Borrower and each Commonly Controlled Entity for post retirement benefits to be provided to their current and former employees under Plans which are welfare benefit plans (other than Holdings and its Restricted Subsidiariesas defined in Section 3(1) (a “Commonly Controlled Plan”of ERISA) merely by virtue of being treated as a single employer does not, in the aggregate, exceed the assets under Title IV of ERISA with the sponsor of all such plan that would reasonably be likely Plans allocable to have a Material Adverse Effect and result in a direct obligation of Holdings and its Restricted Subsidiaries to pay moneysuch benefits.

ERISA. (a) Except as would 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: neither a Reportable Event nor an . Except as disclosed in the Registration Statement and the Prospectus, no “accumulated funding deficiencyreportable event” (within as defined in section 4043 of ERISA) for which the meaning Pension Benefit Guaranty Corporation has not waived the notice requirement has occurred in the past three years with respect to any “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 “pension plan” for which the Company or its Subsidiaries would have any liability that is intended to be qualified under Section 412(a401(a) of the Code has received a favorable determination or Section 302(a)(2) of ERISA) opinion letter to that effect and, to the Company’s knowledge, no event has occurred during the five-year period prior to since the date on which this representation is made with respect to any Plan, and each Plan has complied with the applicable provisions of ERISA and the Code; no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period; the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits; neither Holdings nor any of its Restricted Subsidiaries has had a complete or partial withdrawal from any Multiemployer Plan letter that has resulted or would could reasonably be expected to result in the loss of such qualification. (kk) CF&Co Purchases. The Company acknowledges and agrees that CF&Co has informed the Company that CF&Co may, to 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 such purchase or sales shall take place while a liability under ERISA; neither Holdings nor any Placement Notice is in effect (except to the extent CF&Co may engage in sales of its Restricted Subsidiaries would become subject Placement Shares purchased or deemed purchased from the Company as a “riskless principal” or in a similar capacity) and (ii) the Company shall not be deemed to have authorized or consented to any liability under ERISA if Holdings such purchases or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made; and no Multiemployer Plan is in Reorganization or Insolventsales by CF&Co. (b) Holdings and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan within the meaning of Section 3(3) of ERISA which is subject to Title IV of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of Holdings and its Restricted Subsidiaries to pay money.

ERISA. Except as set forth on Schedule 4.22, with respect to each Benefit Plan that is an employee pension benefit plan (as defined in Section 3(2) of ERISA (an "ERISA Plan")): (a) Except as would not reasonably be expectedEach of BGH Holdings, individually or in BRH Holdings and the aggregateCompanies has, to have a Material Adverse Effect: neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) has occurred during the five-year period prior to the date on which this representation is made with respect to any each ERISA Plan, fulfilled the obligations under the minimum funding standards of ERISA and each Plan has complied the Code and is in compliance in all material respects with the applicable provisions of ERISA and the Code; no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan (i) has arisen, during such five-year period; the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior not incurred any liability to the date on Pension Benefit Guaranty Corporation or under an ERISA Plan, (ii) to Seller's knowledge, has not received any written notice providing that BGH Holdings, BRH Holdings or the Companies has any liability to the Pension Benefit Guaranty Corporation or under an ERISA Plan, and (iii) to Seller's knowledge, no event has occurred which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits; neither Holdings nor any of its Restricted Subsidiaries has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would be reasonably be expected likely to result in liability to the Pension Benefit Guaranty Corporation or under an ERISA Plan, in each case in connection with the termination of an ERISA Plan pursuant to Title IV of ERISA, where such liability would have a liability under ERISA; neither Holdings nor any material adverse effect on the financial condition of its Restricted Subsidiaries would become subject to any liability under ERISA if BGH Holdings, BRH Holdings or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made; and no Multiemployer Plan is in Reorganization or Insolvent.Companies; (b) With respect to any ERISA Plan, there have been no prohibited transactions (as defined in Section 4975(c) of the Code and Section 406 of ERISA) or reportable events (as defined in Section 4043(b) of ERISA and regulations thereunder); (c) Each ERISA Plan which is intended to be a qualified plan under Section 401(a) of the Code is qualified under Code Section 401(a) and has received a favorable determination letter from the Internal Revenue Service and no such letter has been revoked or threatened to be revoked; (d) No withdrawal liability (as defined in ERISA Section 4201) has been incurred by or asserted against BGH Holdings, BRH Holdings, the Companies or any of its ERISA Affiliates with respect to a withdrawal from any multiemployer pension (as defined in Section 3(37) of ERISA) or any contractually imposed withdrawal liability under any multiemployer health and welfare plan which has not been satisfied in full. To Seller's knowledge, no liability could be imposed against any of BGH Holdings, BRH Holdings and its Restricted Subsidiaries have not incurredor any of the Companies for any withdrawal liability, and do not reasonably expect to incuras defined in ERISA Section 4201, if as of the Closing Date, any of the Companies or any ERISA Affiliate were to have a complete withdrawal, as defined in ERISA Section 4203, from any multiemployer plan, as defined in ERISA Section 3(37). No liability under ERISA has been assessed against any of BGH Holdings, BRH Holdings or the Code Companies under Title IV of ERISA with respect to any ERISA Plan or any other employee pension benefit plan, as defined in ERISA Section 3(2), contributed to or maintained by an ERISA Affiliate; (e) Except as set forth on Schedule 4.22, all material reports, returns and similar documents with respect to the Benefit Plans required to be filed with any government agency or distributed to any Benefit Plan participant have been duly and timely filed or distributed; (f) Each of BGH Holdings, BRH Holdings and the Companies has complied with the notice and continuation coverage requirements of Section 4980B of the Code and the regulations thereunder ("COBRA") with respect to each Benefit Plan that is a group health plan within the meaning of Section 3(35000(b)(1) of ERISA the Code; (g) Except as set forth on Schedule 4.22, there are no pending investigations by any governmental agency involving the Benefit Plans, no termination proceedings involving the Benefit Plans, and no threatened or pending claims (except for claims for benefits payable in the normal operation of the Benefit Plans), suits or proceedings against any Benefit Plans asserting any rights or claims to benefits under any Benefit Plan which could give rise to any material liability, nor to the knowledge of Seller, are there any facts which could rise to any material liability in the event of any such investigation, claim, suit or proceeding; (h) Except as set forth on Schedule 4.22, no payment which is subject or may be made by any of BGH Holdings, BRH Holdings, or the Companies, or from any Benefit Plan, to Title IV any employee, former employee, director or agent of ERISA that is maintained by a Commonly Controlled Entity any of BGH Holdings, BRH Holdings or the Companies under the terms of any Benefit Plan, either alone or in conjunction with any other payment, has been or could in all reasonably likelihood be characterized as an excess parachute payment under Section 280G of the Code; and (i) No Benefit Plan, other than on ERISA Plan, provides or will provide any benefits to any current retiree or any future retiree of any of BGH Holdings, BRH Holdings and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated or the Companies, except as a single employer required under Title IV of ERISA with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of Holdings and its Restricted Subsidiaries to pay moneyCOBRA.

ERISA. (a) Except as would not reasonably be expectedwhere the liability, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) neither a Reportable Event nor an “accumulated a failure to satisfy the minimum funding deficiency” standards with respect to any Single Employer Plan (within the meaning of Section 412(a) 412 of the Code or Section 302(a)(2) 302 of ERISA) has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Single Employer Plan, and ; (b) each Plan (other than a Multiemployer Plan) has complied in all material respects with the applicable provisions of ERISA and the Code; (c) no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Single Employer Plan has arisenarisen and remains outstanding, during such five-year period; (d) the present value of all accrued benefits under each Single Employer Plan (determined based on those the assumptions used by such Single Employer Plans pursuant to fund such PlansSection 430(h) of the Code) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Single Employer Plan (as determined pursuant to Section 430(g) of the Code) allocable to such accrued benefitsbenefits in an amount that could reasonably be expected to have a Material Adverse Effect; neither Holdings (e) none of the Loan Parties nor any of its Restricted Subsidiaries Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected Plan, and, to result in a liability under ERISA; neither Holdings the knowledge of the Loan Parties, none of the Loan Parties nor any of its Restricted Subsidiaries Commonly Controlled Entity would become subject to any liability under ERISA if Holdings the Loan Parties or any such Restricted Subsidiary Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made; and (f) no such Multiemployer Plan is in Reorganization or Insolvent. (b) Holdings and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan within the meaning of Section 3(3) of ERISA which is subject to Title IV of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of Holdings and its Restricted Subsidiaries to pay money.

ERISA. (a) Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: neither Neither a Reportable Event (other than the Post-event Notices of Reportable Events filed with the PBGC on May 2, 2001, in respect of the April 6, 2001, bankruptcy filing of PG&E Utility, on July 16, 2003, in respect of the July 8, 2003, bankruptcy filing of National Energy & Gas Transmission (“NEGT”), and on November 4, 2004, in respect of the departure of NEGT from the PG&E Utility controlled group of companies on October 29, 2004) nor an “accumulated funding deficiency” (within the meaning of Section 412(a) 412 of the Code or Section 302(a)(2) 302 of ERISA) has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan, and each Plan has complied with the applicable provisions of ERISA and the Code; no , except, in each case, to the extent that any such Reportable Event, “accumulated funding deficiency” or failure to comply with the applicable provisions of ERISA or the Code could not reasonably be expected to result in a Material Adverse Effect. No termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period; the . The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits; neither Holdings benefits by a material amount. Neither the Borrower nor any of its Restricted Subsidiaries Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has LOSANGELES 618830 v1 (2K) resulted or would could reasonably be expected to result in a material liability under ERISA; , and neither Holdings the Borrower nor any of its Restricted Subsidiaries Commonly Controlled Entity would become subject to any material liability under ERISA if Holdings the Borrower or any such Restricted Subsidiary Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made; and no . No such Multiemployer Plan is in Reorganization or Insolvent. (b) Holdings and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan within the meaning of Section 3(3) of ERISA which is subject to Title IV of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of Holdings and its Restricted Subsidiaries to pay money.

ERISA. (aTo the knowledge of Borrower, each Plan is in compliance in all material respects with its terms and all applicable provisions of ERISA. No Prohibited Transaction has occurred with respect to any Plan that could subject Borrower, any of its Subsidiaries, General Partner or any ERISA Affiliate to a tax or penalty imposed under Section 4975 of the Code or Section 502(i) Except of ERISA in an amount that is in excess of $250,000; except as would not reasonably be expected, individually or likely result in the aggregate, to have a Material Adverse Effect: neither a 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 an 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 “accumulated 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 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 deficiencyrequirements 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 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 412(a4975(e)(1) of the Code or Section 302(a)(2) of ERISA) has occurred during Code, as interpreted by the five-year period prior to the date on which this representation is made with respect to any Plan, and each Plan has complied with the applicable provisions of ERISA IRS and the Code; no termination U.S. Department of a Single Employer Plan has occurredLabor in rules, and no Lien in favor of the PBGC regulations, releases or a Plan has arisen, during such five-year period; the present value of all accrued benefits bulletins or as interpreted 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; neither Holdings nor any of its Restricted Subsidiaries has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected to result in a liability under ERISA; neither Holdings nor any of its Restricted Subsidiaries would become subject to any liability under ERISA if Holdings or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made; and no Multiemployer Plan is in Reorganization or Insolventapplicable case law. (b) Holdings and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan within the meaning of Section 3(3) of ERISA which is subject to Title IV of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of Holdings and its Restricted Subsidiaries to pay money.

ERISA. As of the Closing Date, the Borrower is responsible for funding no Plans other than those listed on the Schedule having the same number as this Section. No accumulated funding deficiency (aas defined in Section 412 of the Code or Section 302 of ERISA) Except as would not or Reportable Event has occurred with respect to any Plan which could reasonably be expected, individually or in the aggregate, expected to have a Material Adverse Effect: neither . There are no Unfunded Liabilities under any Plan which when added to the aggregate amount of Unfunded Liabilities with respect to all other Plans at such time could reasonably be expected to have a Reportable Event nor an “accumulated funding deficiency” (within Material Adverse Effect. The Borrower and each member of the meaning ERISA Controlled Group have not failed to comply with the requirements of Section 412(a515 of ERISA with respect to any Multiemployer Plan and are not in "default" (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan to an extent which could reasonably be expected to have a Material Adverse Effect. The aggregate potential total withdrawal liability payments of the Borrower and the members of the ERISA Controlled Group as determined in accordance with Title IV of ERISA as if the Borrower and the members of the ERISA Controlled Group had completely withdrawn from all Multiemployer Plans is not equal to or greater than an amount which could reasonably be expected to have a Material Adverse Effect. To the knowledge of the Borrower and each member of the ERISA Controlled Group, no Multiemployer Plan is or is likely to be in reorganization (as defined in Section 4241 or ERISA or Section 418 of the Code) or is insolvent (as defined in Section 4245 of ERISA). No liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Plan or any trust established under Title IV of ERISA has been, or is expected by the Borrower or any member of the ERISA Controlled Group to be, incurred by the Borrower or any member of the ERISA Controlled Group which could reasonably be expected to have a Material Adverse Effect. No Lien under Section 412(n) of the Code or 302(f) of ERISA or requirement to provide security under Section 401(a)(29) of the Code or Section 302(a)(2) 307 of ERISA) ERISA has occurred during been or is reasonably expected by the five-year period prior Borrower or any member of the ERISA Controlled Group to be imposed on the date on which this representation is made with assets of the Borrower or any member of the ERISA Controlled Group. With respect to any Plan, and each Plan has complied with the applicable provisions of ERISA and the Code; no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period; the present value of all accrued benefits employee benefit plan covered 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; neither Holdings nor any of its Restricted Subsidiaries has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected to result in a liability under ERISA; neither Holdings nor any of its Restricted Subsidiaries would become subject to any liability under ERISA if Holdings or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made; and no Multiemployer Plan is in Reorganization or Insolvent. (b) Holdings and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan within the meaning of Section 3(3) of ERISA which is subject to Title IV of ERISA that is maintained excluded from the definition of Plan by a Commonly Controlled Entity (other than Holdings and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor proviso at the end of such plan that would definition, no liability, penalty, Lien or security interest has been incurred or is expected to be incurred which could reasonably be likely expected to have a Material Adverse Effect Effect, and result in to the Borrower's knowledge no other event or condition has occurred or exists which could reasonably be expected to have a direct obligation of Holdings and its Restricted Subsidiaries to pay moneyMaterial Adverse Effect.

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 (ai) Except the occurrence of any reportable event (as would not defined in ERISA) relating to a Plan (other than a Multi-Employer Plan) so long as the event thereunder could reasonably be expected, individually or in the aggregate, expected to have a Material Adverse Effect: neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) has occurred during the five-year period prior to the date on which this representation is made , other than any such event with respect to which the PBGC has waived notice by regulation; (ii) receipt of any Plan, and each Plan has complied with the applicable provisions notice from PBGC of ERISA and the Code; no its intention to seek termination of any Plan or appointment of a Single Employer Plan has occurred, and no Lien in favor trustee therefor; (iii) the intention of the PBGC Borrower or a Plan has arisen, during such five-year period; the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as any other Member of the last annual valuation date prior Consolidated Group to terminate or withdraw from any Plan if such termination or withdrawal would result in liability under Title IV of ERISA, unless such termination or withdrawal could not reasonably be expected to have a Material Adverse Effect; and (iv) the date on which this representation is made receipt by the Borrower or deemed made, exceed the value any other Members of the assets Consolidated Group of such Plan allocable to such accrued benefits; neither Holdings nor notice of the occurrence of any of its Restricted Subsidiaries has had a complete or partial withdrawal from any Multiemployer Plan event that has resulted or would could reasonably be expected to result in a liability under ERISA; neither Holdings nor any the incurrence of its Restricted Subsidiaries would become subject to any liability under ERISA if Holdings or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made; and no Multiemployer Plan is in Reorganization or Insolvent. (b) Holdings and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan within the meaning of Section 3(3) of ERISA which is subject to Title IV of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings 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 its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue any other Members of being treated the Consolidated Group, taken as a single employer whole, in either case in connection with any post-retirement benefit under Title IV of ERISA with the sponsor of a welfare plan (subject to ERISA), unless such plan that would event or amendment could not reasonably be likely expected to have a Material Adverse Effect Effect. The Borrower will also promptly notify the Administrative Agent of (i) any material contributions to any Foreign Plan that 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 Foreign Plan that is not funded to the extent required by the law of the 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 Material Adverse Effect, and result in (iii) any material change anticipated to any Foreign Plan that could reasonably be expected to have a direct obligation of Holdings and its Restricted Subsidiaries to pay moneyMaterial Adverse Effect.

ERISA. (a) Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: neither Neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412(a) 412 of the Code or Section 302(a)(2) 302 of ERISA) has occurred during the five-five year period prior to the date on which this representation is made or deemed made with respect to any ERISA Plan, and each ERISA Plan has complied in all material respects with the applicable provisions of ERISA and the Code; no Code except for any failures which could not be reasonably expected to result in a Material Adverse Effect. No termination of a Single Employer Plan has occurredoccurred resulting in any material liability that has remained underfunded, and no Lien in favor of the PBGC or a an ERISA Plan has arisen, during such five-five year period; the . The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such ERISA 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 ERISA Plan allocable to such accrued benefits; neither Holdings benefits by a material amount. Neither the Borrower, any Restricted Subsidiary nor any of its Restricted Subsidiaries has had Commonly Controlled Entity is currently subject to any liability for a complete or partial withdrawal from any a Multiemployer Plan that has resulted or would except for liabilities which could not be reasonably be expected to result in a liability under ERISA; neither Holdings nor any of its Restricted Subsidiaries would become subject to any liability under ERISA if Holdings or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made; and no Multiemployer Plan is in Reorganization or InsolventMaterial Adverse Effect. (b) Holdings and None of the Borrower or any of its Restricted Subsidiaries have not incurred, and do not reasonably expect is an entity deemed to incur, any liability under ERISA or the Code with respect to any hold “plan assets” (within the meaning of the Plan Asset Regulations), and neither the execution, delivery nor performance of the transactions contemplated under this Agreement, including the making of any Loan and the issuance of any Letter of Credit hereunder, will give rise to a non-exempt prohibited transaction under Section 3(3) 406 of ERISA which is subject to Title IV or Section 4975 of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of Holdings and its Restricted Subsidiaries to pay moneyCode.

ERISA. (ai) Except There are no Unfunded Liabilities in excess of the Threshold Amount (A) with respect to any member of the Group Companies and (B) with respect to any ERISA Affiliate; provided that for purposes of this Section 5.12(a)(i)(B) only, Unfunded Liabilities shall mean the amount (if any) by which the projected benefit obligation exceeds the value of the plan’s assets as of its last valuation date using the actuarial assumptions and methods being used by the Plans’ actuaries for making such determination. (ii) 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 all Multiemployer Plans to which it contributes, except to the extent that the failure to comply therewith would not reasonably be expected, individually or in the aggregate, expected to have a Material Adverse Effect: neither a Reportable . (iii) No ERISA Event nor an “accumulated funding deficiency” (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) has occurred during the five-year period prior or, subject to the date on which this representation passage of time, is made reasonably expected to occur with respect to any Plan, and each Plan has complied with the applicable provisions of ERISA and the Code; no termination of a Single Employer Plan has occurred, and no Lien in favor maintained by any member of the PBGC or a Plan has arisenGroup Companies and, during such five-year period; the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior except to the date on which this representation is made or deemed made, exceed the value of the assets of extent that such Plan allocable to such accrued benefits; neither Holdings nor any of its Restricted Subsidiaries has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or ERISA Event would not reasonably be expected to result in a liability under ERISA; neither Holdings nor any of its Restricted Subsidiaries would become subject to any liability under ERISA if Holdings or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made; and no Multiemployer Plan is in Reorganization or Insolvent. (b) Holdings and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan within the meaning of Section 3(3) of ERISA which is subject to Title IV of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect 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) 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 Closing Date, the aggregate withdrawal liability, as determined under Section 4201 of ERISA, with respect to all such Multiemployer Plans would not exceed $12,500,000. (v) The execution and result 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. (vi) No Group Company has any contingent liability with respect to any post-retirement benefit under a direct obligation of Holdings and its Restricted Subsidiaries Welfare Plan that could reasonably be expected to pay moneyhave a Material Adverse Effect.

ERISA. Neither a “reportable event” (a) Except as would not reasonably be expecteddefined in Section 4043 of ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which the 30-day notice period is waived)), individually or in the aggregate, to have a Material Adverse Effect: neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412(a) 412 of the Code or Section 302(a)(2) 302 of ERISA) nor a failure to meet the minimum funding standard of Section 412 of the Code has occurred during the fivesix-year period prior to the date on which this representation is made or deemed made with respect to any Plan, Plan and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code; no termination . Neither the Borrower nor any ERISA Affiliate of the Borrower incurred any liability under Title IV of ERISA which could reasonably be expected to result in a Single Employer Plan has occurredMaterial Adverse Effect, and no Lien in favor of the PBGC or a Plan has arisen, during such fivesix-year period; the . The present value of all accrued benefits accumulated benefit obligations under each Single Employer Plan (based on those the assumptions used to fund such Plansfor purposes of Statement of Financial Accounting Standards No. 87) did not, as of the last annual valuation date 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; neither Holdings accumulated benefit obligations by an amount greater than the least of (i) $600,000,000, (ii) 25% of the Consolidated Net Worth, or (iii) 15% of the Consolidated Capitalization. Neither the Borrower nor any ERISA Affiliate of its Restricted Subsidiaries the Borrower has made a filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan. Neither the Borrower nor any ERISA Affiliate has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would could reasonably be expected to result in a material liability under ERISA; ERISA and neither Holdings the Borrower nor any of its Restricted Subsidiaries ERISA Affiliate would become subject to any material liability under ERISA if Holdings the Borrower or any such Restricted Subsidiary ERISA Affiliate were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made; and . To the Borrower’s knowledge, no such Multiemployer Plan is insolvent or in Reorganization or Insolvent. (b) Holdings and its Restricted Subsidiaries have not incurredreorganization, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan within the meaning of Section 3(3) of ERISA which is subject to Title IV of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of Holdings and its Restricted Subsidiaries to pay moneyERISA.

ERISA. (ai) Except as would not An ERISA Event that occurs after the Effective Date that, alone or together with any other ERISA Events that have occurred after the Effective Date, has resulted or could reasonably be expectedexpected to result in liability of a Loan Party, individually any Restricted Subsidiary or any of their respective ERISA Affiliates in the aggregate, an aggregate amount at any particular time that would reasonably be expected to have a Material Adverse Effect: neither , or (ii) a Reportable Event nor an “accumulated funding deficiency” (within Loan Party, any Restricted Subsidiary or any of their respective ERISA Affiliates fails to pay when due, after the meaning expiration of Section 412(a) of the Code or Section 302(a)(2) of ERISA) has occurred during the five-year period prior to the date on which this representation is made any applicable grace period, any installment payment with respect to any Plan, and each Plan has complied with the applicable provisions its Withdrawal Liability under Section 4201 of ERISA and the Code; no termination of under a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period; the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits; neither Holdings nor any of its Restricted Subsidiaries has had a complete or partial withdrawal from any Multiemployer Plan that in an aggregate amount, that, alone or together with any other such failures to pay, has resulted or would reasonably be expected to result in a liability under ERISAMaterial Adverse Effect; neither Holdings nor or (iii) as of any date, a Loan Party, any Restricted Subsidiary or any of its Restricted Subsidiaries would become subject their respective ERISA Affiliates (x) shall have made contributions to any liability Multiemployer Plan during the immediately preceding twelve month period ending on such date that exceed in value in the aggregate among all such Persons the Pension Contribution Cap for such period or (y) is projected or reasonably expected (in each case by the Borrower in good faith) to make contributions to any Multiemployer Plan in the next twelve month period that exceed in the aggregate among all such Persons the Pension Contribution Cap for such period (provided that such Pension Contribution Cap may be exceeded solely to facilitate a compromise, settlement, rearrangement or other restructuring of liabilities under ERISA if Holdings or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as Plan with the consent of the valuation Required Lenders (such consent not to be unreasonably withheld, delayed or conditioned or denied)); provided that this clause (iii) shall not apply if on the applicable date of determination Consolidated EBITDA for the most closely preceding recent Test Period ending prior to such date of determination as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(a) on or prior to such date on which this representation is madeof determination exceeds $400,000,000; and no Multiemployer Plan is in Reorganization or Insolvent. (b) Holdings and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan within the meaning of Section 3(3) of ERISA which is subject to Title IV of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of Holdings and its Restricted Subsidiaries to pay money.or

ERISA. (a) Except as would not No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be 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: neither a Reportable Event nor an “accumulated , the Borrower and its Subsidiaries and their ERISA Affiliates (i) have fulfilled their respective obligations under the minimum funding deficiency” (within the meaning standards of Section 412(a) of ERISA and the Code or Section 302(a)(2) of ERISA) has occurred during the five-year period prior to the date on which this representation is made with respect to any Plan, and each Plan has complied and are in compliance with the applicable provisions of ERISA and the Code; no termination of a Single Employer Plan has occurred, and no Lien in favor of (ii) have not incurred any liability to the PBGC or any Plan or Multiemployer Plan (other than to make contributions in the ordinary course of business). (b) Except as, either individually or in the aggregate, has not had, and could not reasonably be expected to result in, a Material Adverse Effect, (i) each Foreign Pension Plan has arisenbeen maintained in compliance with its terms and with the requirements of any and all applicable laws, during such five-year period; statutes, rules, regulations and orders and has been maintained, where required, in good standing with applicable regulatory authorities, (ii) all contributions required to be made with respect to a Foreign Pension Plan have been timely made, (iii) neither the Borrower nor any of its Subsidiaries has incurred any obligation in connection with the termination of, or withdrawal from, any Foreign Pension Plan and (iv) the present value of all the accrued benefits benefit liabilities (whether or not vested) under each Single Employer Foreign Pension Plan (based on those assumptions used that is required to fund such Plans) did notbe funded, determined as of the last annual valuation date prior to end of the date most recently ended Fiscal Year on the basis of actuarial assumptions, each of which this representation is made or deemed madereasonable, did not exceed the current value of the assets of such Foreign Pension Plan allocable to such accrued benefits; neither Holdings nor benefit liabilities. (c) None of the Borrower or any of its Restricted Subsidiaries has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected is an entity deemed to result in a liability under ERISA; neither Holdings nor any of its Restricted Subsidiaries would become subject to any liability under ERISA if Holdings or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made; and no Multiemployer Plan is in Reorganization or Insolvent. hold “plan assets” (b) Holdings and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan within the meaning of the Plan Asset Regulations), and to the knowledge of the Borrower, none of the execution, delivery or performance of the transactions contemplated under this Agreement, including the making of any Loan and the issuance of any Letter of Credit hereunder, will give rise to a non-exempt prohibited transaction under Section 3(3) 406 of ERISA which is subject to Title IV or Section 4975 of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of Holdings and its Restricted Subsidiaries to pay moneyCode.

ERISA. (ai) 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 would not reasonably be expected to have a Material Adverse Effect, with respect to any ERISA Affiliate; PROVIDED that for purposes of this SECTION 5.12(a)(i)(B) only, Unfunded Liabilities shall mean the amount (if any) by which the projected benefit obligation exceeds the value of the plan's assets as of its last valuation date using the actuarial assumptions and methods being used by the plans' actuaries for making such determination (ii) 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 all Multiemployer Plans to which it contributes, except to the extent that the failure to comply therewith would not reasonably be expected to have a Material Adverse Effect. (iii) Except as 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: neither a Reportable , no ERISA Event nor an “accumulated funding deficiency” (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) has occurred during the five-year period prior or, subject to the date on which this representation passage of time, is made reasonably expected to occur with respect to any Plan, and each Plan maintained by an ERISA Affiliate. (iv) No Group Company: (A) is or has complied with the applicable provisions of ERISA and the Code; no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period; the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of been within the last annual valuation date prior six years a party to the date on which this representation is made any Multiemployer Plan; or deemed made, exceed the value of the assets of such Plan allocable (B) has completely or partially withdrawn from any Multiemployer Plan. (v) If any Group Company or any ERISA Affiliate were to such accrued benefits; neither Holdings nor any of its Restricted Subsidiaries has had incur a complete or partial withdrawal (as described in Section 4203 of ERISA) from any Multiemployer Plan as of the Closing Date, the aggregate withdrawal liability, as 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 has resulted 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, except as would not reasonably be expected to result in a liability under ERISA; neither Holdings nor any of its Restricted Subsidiaries would become subject to any liability under ERISA if Holdings or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made; and no Multiemployer Plan is in Reorganization or Insolventmaterial liability. (bvii) Holdings and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, No Group Company has any contingent liability under ERISA or the Code with respect to any plan within the meaning of Section 3(3) of ERISA which is subject to Title IV of ERISA post-retirement benefit under a Welfare Plan that is maintained by a Commonly Controlled Entity (other than Holdings and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would could reasonably be likely expected to have a Material Adverse Effect and result in a direct obligation of Holdings and its Restricted Subsidiaries to pay moneyEffect.

ERISA. (ai) No Plan is or has been a Multiemployer Plan. Except as would not reasonably be expectedfor the Seller, individually or in the aggregate, neither ▇▇▇▇▇ nor any ERISA Affiliate of ▇▇▇▇▇ has maintained any Plan which is subject to have a Material Adverse Effect: neither a Title IV of ERISA. No Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any PlanPlan of the Seller, and each such Plan has complied in all material respects with the applicable provisions of ERISA and the Code; no termination provided, that any non-compliance by the Plan with the applicable provisions of a Single Employer Plan has occurredERISA or the Code that is reasonably likely to, and no Lien in favor of the PBGC MBIA's sole discretion, subject ▇▇▇▇▇ to any tax, penalty or a Plan has arisenother liability, during such fiveshall be deemed material non-year period; the compliance. The present value of all accrued benefits under each Single Employer such Plan (based on those assumptions used to fund such the Plans) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits; . (ii) If required to be filed, Schedule B (Actuarial Information) to each most recent annual report (Form 5500 Series) has been filed for each applicable Plan with the IRS and copies of such Schedule have been furnished to the Program Manager and ▇▇▇▇▇. Each such Schedule is complete and accurate in all material respects and fairly presents the funding status of such applicable Plan. (iii) Each Plan which is intended to be qualified under Section 401(a) of the Code is so qualified, and each trust related to any such Plan has been determined to be exempt from federal income tax under Section 501(a) of the Code, and neither Holdings ▇▇▇▇▇ nor any ERISA Affiliate has materially breached any of its Restricted Subsidiaries the responsibilities, obligations or duties imposed on it by ERISA, the Code or regulations promulgated thereunder with respect to any Plan; provided, that any breach of any of the responsibilities, obligations or duties imposed on ▇▇▇▇▇ or an ERISA Affiliate by ERISA, the Code or regulations promulgated thereunder with respect to any Plan, which breach is reasonably likely to, in MBIA's sole discretion, subject ▇▇▇▇▇ to any tax, penalty or other liability, shall be deemed a material breach. (iv) Neither ▇▇▇▇▇ nor any ERISA Affiliate maintains or contributes to any "employee welfare benefit plan" within the meaning of Section 3(1) of ERISA which provides benefits to employees after termination of employment other than as required by Section 601 of ERISA, Section 4980B of the Code, or any substantially similar state or local law. (v) No Plan has had incurred any accumulated funding deficiency (as defined in Section 302 of ERISA and 412(a) of the Code), whether or not waived. (vi) Neither ▇▇▇▇▇ nor any ERISA Affiliate nor any fiduciary of any Plan (i) has engaged in a nonexempt prohibited transaction described in Sections 406 of ERISA or 4975 of the Code or (ii) has taken or failed to take any action which would constitute or result in an ERISA Termination Event. (vii) Neither ▇▇▇▇▇ nor any ERISA Affiliate has incurred, and no condition exists or event or transaction has occurred with respect to any Plan that could result in, any withdrawal liability under Section 4201 of ERISA that remains unpaid or liability to the PBGC which remains outstanding other than the payment of premiums, and there are no such premium payments which have become due which are unpaid. (viii) Neither ▇▇▇▇▇ nor any ERISA Affiliate has (i) failed to make a required contribution or payment to a Plan, (ii) made a complete or partial withdrawal from any a Multiple Employer Plan or a Multiemployer Plan that has resulted or would reasonably be expected (iii) failed to result in make a liability required installment or any other required payment under ERISA; neither Holdings nor any of its Restricted Subsidiaries would become subject to any liability under ERISA if Holdings or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as Section 412 of the valuation Code on or before the due date most closely preceding the date on which this representation is made; and no Multiemployer Plan is in Reorganization for such installment or Insolventother payment. (bix) Holdings and its Restricted Subsidiaries have not incurred, and do not reasonably expect Neither ▇▇▇▇▇ nor any ERISA Affiliate is required to incur, any liability provide security to a Plan under ERISA or Section 401(a)(29) of the Code with respect due to any a Plan amendment that results in an increase in current liabilities for the plan within the meaning of Section 3(3) of ERISA which is subject to Title IV of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of Holdings and its Restricted Subsidiaries to pay moneyyear.