Common use of Plan Compliance Clause in Contracts

Plan Compliance. Except as specifically disclosed in Schedule 6.19: (a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code, the PBA and other federal, provincial, territorial or state law, except where the lack of such compliance could not reasonably be expected to have a Material Adverse Effect. Each Pension Plan which is intended to qualify under Section 401(a) of the Code has received a favorable determination letter or opinion letter from the IRS and to the knowledge of the Loan Parties, nothing has occurred which would cause the loss of such qualification except where the lack or absence of such qualification could not reasonably be expected to have a Material Adverse Effect. The Loan Parties and each ERISA Affiliate has made all required contributions to any Plan when due other than any contributions that could not reasonably be expected to have a Material Adverse Effect, and no application for a funding waiver or an extension of any amortization period has been made with respect to any Pension Plan. (b) There are no pending or, to the knowledge of the Loan Parties, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan which has resulted or could reasonably be expected to result in a Material Adverse Effect. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan which has resulted or could reasonably be expected to result in a Material Adverse Effect. (c) Except as could not reasonably be expected to have a Material Adverse Effect: (i) no ERISA Event has occurred or is reasonably expected to occur; (ii) no Pension Plan has any Unfunded Pension Liability; (iii) neither the Loan Parties nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability under Title IV of ERISA with respect to any Pension Plan (other than premiums due and not delinquent under Section 4007 of ERISA); (iv) neither the Loan Parties nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Section 4201 or 4243 of ERISA with respect to a Multi-employer Plan; and (v) neither the Loan Parties nor any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or 4212(c) of ERISA.

Plan Compliance. Except as specifically disclosed in Schedule SCHEDULE 6.19: (aA) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code, the PBA and other federal, provincial, territorial or state law, except where the lack of such compliance could not reasonably be expected to have a Material Adverse Effect. Each Pension Plan which is intended to qualify under Section 401(a) of the Code has received a favorable determination letter or opinion letter from the IRS and to the knowledge of the Loan Parties, nothing has occurred which would cause the loss of such qualification except where the lack or absence of such qualification could not reasonably be expected to have a Material Adverse Effect. The Loan Parties and each ERISA Affiliate has made all required contributions to any Plan when due other than any contributions that could not reasonably be expected to have a Material Adverse Effect, and no application for a funding waiver or an extension of any amortization period has been made with respect to any Pension Plan. (bB) There are no pending or, to the knowledge of the Loan Parties, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan which has resulted or could reasonably be expected to result in a Material Adverse Effect. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan which has resulted or could reasonably be expected to result in a Material Adverse Effect. (cC) Except as could not reasonably be expected to have a Material Adverse Effect: (i) no ERISA Event has occurred or is reasonably expected to occur; (ii) no Pension Plan has any Unfunded Pension Liability; (iii) neither the Loan Parties nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability under Title IV of ERISA with respect to any Pension Plan (other than premiums due and not delinquent under Section 4007 of ERISA); (iv) neither the Loan Parties nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Section 4201 or 4243 of ERISA with respect to a Multi-employer Plan; and (v) neither the Loan Parties nor any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or 4212(c) of ERISA.;

Plan Compliance. Except as specifically disclosed in Schedule 6.19: (a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code, the PBA Code and other federal, provincial, territorial federal or state law, except where the lack of such compliance could not reasonably be expected to have a Material Adverse Effectlaws. Each Pension Plan which that is intended to qualify be a qualified plan under Section 401(a) of the Code has received is the subject of a favorable determination letter determination, opinion, or opinion advisory letter from the IRS and to the effect that the form of such Plan is qualified under Section 401(a) of the Code and the trust related thereto has been determined by the IRS to be exempt from federal income tax under Section 501(a) of the Code, or an application for such a letter is currently being processed by the IRS. To the best knowledge of the Loan Parties, nothing has occurred which that would cause the loss of such qualification except where the lack or absence of such qualification could not reasonably be expected to have a Material Adverse Effect. The Loan Parties and each ERISA Affiliate has made all required contributions to any Plan when due other than any contributions that could not reasonably be expected to have a Material Adverse Effect, and no application for a funding waiver prevent or an extension cause the disqualification by the IRS of any amortization period has been made with respect to any Pension such Plan’s tax-qualified status. (b) There are no pending or, to the best knowledge of the Loan Parties, threatened (in writing) claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan which has resulted or that could reasonably be expected to result in have a Material Adverse Effect. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan which that has resulted or could reasonably be expected to result in a Material Adverse Effect. (ci) Except as No ERISA Event has occurred, and no Loan Party nor any ERISA Affiliate is aware of any fact, event or circumstance that could not reasonably be expected to constitute or result in an ERISA Event with respect to any Pension Plan or Multiemployer Plan that, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect: (i) no ERISA Event has occurred or is reasonably expected to occur; ; (ii) no Pension Plan has any Unfunded Pension Liability; (iii) neither the Loan Parties Party nor any ERISA Affiliate has incurred, or reasonably expects to incur, incurred any liability under Title IV of ERISA with respect to any Pension Plan (the PBGC other than premiums for the payment of premiums, and there are no premium payments which have become due and not delinquent under Section 4007 of ERISA); (iv) neither the Loan Parties nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Section 4201 or 4243 of ERISA with respect to a Multi-employer Planthat are unpaid; and (viii) neither the no Loan Parties Party nor any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or Section 4212(c) of ERISA; in each case, which have collectively resulted or could reasonably be expected to result in liability of any Loan Party in an aggregate amount in excess of the Threshold Amount. (d) No Loan Party nor any ERISA Affiliate maintains or contributes to, or has any unsatisfied obligation to contribute to, or liability under, any active or terminated Pension Plan other than (i) on the Closing Date, those listed on Schedule 5.12 hereto and (ii) thereafter, Pension Plans not otherwise prohibited by this Agreement. (e) No Loan Party is or will be using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit Plans with respect to the Loan Parties’ entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments or this Agreement.

Plan Compliance. Except as specifically disclosed in Schedule 6.19: (a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code, the PBA Code and other federal, provincial, territorial federal or state law, except where the lack of such compliance could not reasonably be expected to have a Material Adverse Effectlaws. Each Pension Plan which that is intended to qualify be a qualified plan under Section 401(a) of the Code has received is the subject of a favorable determination letter determination, opinion, or opinion advisory letter from the IRS and to the effect that the form of such Plan is qualified under Section 401(a) of the Code and the trust related thereto has been determined by the IRS to be exempt from federal income tax under Section 501(a) of the Code, or an application for such a letter is currently being processed by the IRS. To the best knowledge of the Loan Parties, nothing has occurred which that would cause the loss of such qualification except where the lack or absence of such qualification could not reasonably be expected to have a Material Adverse Effect. The Loan Parties and each ERISA Affiliate has made all required contributions to any Plan when due other than any contributions that could not reasonably be expected to have a Material Adverse Effect, and no application for a funding waiver prevent or an extension cause the disqualification by the IRS of any amortization period has been made with respect to any Pension such Plan’s tax-qualified status. (b) There are no pending or, to the best knowledge of the Loan Parties, threatened (in writing) claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan which has resulted or that could reasonably be expected to result in have a Material Adverse Effect. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan which that has resulted or could reasonably be expected to result in a Material Adverse Effect. (c) Except as (i) No ERISA Event has occurred, and no Loan Party nor any ERISA Affiliate is aware of any fact, event or circumstance that could not reasonably be expected to constitute or result in an ERISA Event with respect to any Pension Plan or Multiemployer Plan that, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect: (i) no ERISA Event has occurred or is reasonably expected to occur; ; (ii) no Pension Plan has any Unfunded Pension Liability; (iii) neither the Loan Parties Party nor any ERISA Affiliate has incurred, or reasonably expects to incur, incurred any liability under Title IV of ERISA with respect to any Pension Plan (the PBGC other than premiums for the payment of premiums, and there are no premium payments which have become due and not delinquent under Section 4007 of ERISA); (iv) neither the Loan Parties nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Section 4201 or 4243 of ERISA with respect to a Multi-employer Planthat are unpaid; and (viii) neither the no Loan Parties Party nor any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or Section 4212(c) of ERISA; in each case, which have collectively resulted or could reasonably be expected to result in liability of any Loan Party in an aggregate amount in excess of the Threshold Amount. (d) No Loan Party nor any ERISA Affiliate maintains or contributes to, or has any unsatisfied obligation to contribute to, or liability under, any active or terminated Pension Plan other than (i) on the Closing Date, those listed on Schedule 5.12 hereto and (ii) thereafter, Pension Plans not otherwise prohibited by this Agreement. (e) No Loan Party is or will be using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit Plans with respect to the Loan Parties’ entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments or this Agreement. 92

Plan Compliance. Except as specifically disclosed in Schedule 6.19: (a) Each Company Benefit Plan is has been administered in compliance in all material respects with the its terms and any applicable provisions provision of ERISA, the CodeCode and any other applicable law except for any instances of noncompliance that would not, individually or in the PBA and other federalaggregate, provincial, territorial or state law, except where the lack of such compliance could not reasonably be expected to have a Material Adverse EffectEffect on the Company. Each Company Pension Plan which is intended to qualify under meet the requirements of Section 401(a) of the Code has received been determined within the remedial amendment period under Section 401(b) of the Code by the Internal Revenue Service to be qualified under said Section 401(a) and each trust maintained in conjunction with any such Company Pension Plan has been determined by the Internal Revenue Service to be exempt from taxation under Section 501(a) of the Code and the Company has not amended any such Company Pension Plan or related trust in a favorable determination letter or opinion letter from manner that would result in the IRS and disqualification thereof. No Company Pension Plan which is subject to the knowledge provisions of Section 412 of the Loan PartiesCode has incurred an accumulated funding deficiency. Neither the Company nor any Company ERISA Affiliate has any unsatisfied liability under Title IV of ERISA, nothing or knows of any fact which would give rise to liability under Title IV of ERISA, in an amount that would, individually or in the aggregate, have a Material Adverse Effect on the Company. No reportable event, within the meaning of Section 4043(c) of ERISA for which the 30-day notice requirement of ERISA has not been waived, has occurred which would cause with respect to any Company Pension Plan. Except as set forth in the loss of such qualification except where Previously Filed Company SEC Reports, there are no pending, filed, or threatened disputes, lawsuits, claims (other than routine benefit claims), investigations, or audits by any person or Governmental Entity with respect to any Company Benefit Plan that would, individually or in the lack or absence of such qualification could not aggregate, be reasonably be expected to have a Material Adverse Effect. The Loan Parties and each ERISA Affiliate has made all required contributions to any Plan when due other than any contributions that could not reasonably be expected to have a Material Adverse Effect, Effect on the Company and no application for a funding waiver or an extension of any amortization period has been made with respect to any Pension Plan. (b) There are no pending or, to the knowledge of the Loan Parties, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan condition exists which has resulted or could reasonably be expected to result in a Material Adverse Effect. There has been no prohibited transaction subject the Company or violation any Company ERISA Affiliate to any liability (other than for routine benefit claims and other than pursuant to the current terms of the fiduciary responsibility rules any Company Benefit Plan) with respect to any Company Benefit Plan which has resulted in an amount that would, individually or could reasonably be expected to result in a Material Adverse Effect. (c) Except as could not reasonably be expected to the aggregate, have a Material Adverse Effect: (i) no ERISA Event has occurred or is reasonably expected to occur; (ii) no Pension Plan has any Unfunded Pension Liability; (iii) neither Effect on the Loan Parties nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability under Title IV of ERISA with respect to any Pension Plan (other than premiums due and not delinquent under Section 4007 of ERISA); (iv) neither the Loan Parties nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Section 4201 or 4243 of ERISA with respect to a Multi-employer Plan; and (v) neither the Loan Parties nor any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or 4212(c) of ERISACompany.

Plan Compliance. Except as specifically disclosed in Schedule 6.19: (a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code, the PBA Code and other federal, provincial, territorial federal or state law, except where the lack of such compliance could not reasonably be expected to have a Material Adverse Effectlaws. Each Pension Plan which that is intended to qualify be a qualified plan under Section 401(a) of the Code has received is the subject of a favorable determination letter determination, opinion, or opinion advisory letter from the IRS and to the effect that the form of such Plan is qualified under Section 401(a) of the Code and the trust related thereto has been determined by the IRS to be exempt from federal income tax under Section 501(a) of the Code, or an application for such a letter is currently being processed by the IRS. To the best knowledge of the Loan Parties, nothing has occurred which that would cause the loss of such qualification except where the lack or absence of such qualification could not reasonably be expected to have a Material Adverse Effect. The Loan Parties and each ERISA Affiliate has made all required contributions to any Plan when due other than any contributions that could not reasonably be expected to have a Material Adverse Effect, and no application for a funding waiver prevent or an extension cause the disqualification by the IRS of any amortization period has been made with respect to any Pension such Plan’s tax-qualified status. (b) There are no pending or, to the best knowledge of the Loan Parties, threatened (in writing) claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan which has resulted or that could reasonably be expected to result in have a Material Adverse Effect. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan which that has resulted or could reasonably be expected to result in a Material Adverse Effect. (c) Except as (i) No ERISA Event has occurred, and no Loan Party nor any ERISA Affiliate is aware of any fact, event or circumstance that could not reasonably be expected to constitute or result in an ERISA Event with respect to any Pension Plan or Multiemployer Plan that, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect: (i) no ERISA Event has occurred or is reasonably expected to occur; ; (ii) no Pension Plan has any Unfunded Pension Liability; (iii) neither the Loan Parties Party nor any ERISA Affiliate has incurred, or reasonably expects to incur, incurred any liability under Title IV of ERISA with respect to any Pension Plan (the PBGC other than premiums for the payment of premiums, and there are no premium payments which have become due and not delinquent under Section 4007 of ERISA); (iv) neither the Loan Parties nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Section 4201 or 4243 of ERISA with respect to a Multi-employer Planthat are unpaid; and (viii) neither the no Loan Parties Party nor any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or Section 4212(c) of ERISA; in each case, which have collectively resulted or could reasonably be expected to result in liability of any Loan Party in an aggregate amount in excess of the Threshold Amount. (d) No Loan Party nor any ERISA Affiliate maintains or contributes to, or has any unsatisfied obligation to contribute to, or liability under, any active or terminated Pension Plan other than (i) on the Closing Date, those listed on Schedule 5.12 hereto and (ii) thereafter, Pension Plans not otherwise prohibited by this Agreement. (e) No Loan Party is or will be using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit Plans with respect to the Loan Parties’ entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments or this Agreement.