Common use of Employee Benefit Plan Clause in Contracts

Employee Benefit Plan. The Borrower, each of its Subsidiaries and each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA and the Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan except for any such non-compliance or non-performance which could not reasonably be expected to result in a Material Adverse Effect. No liability to the PBGC (other than required premium payments), the U.S. Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by the Borrower, any of its Subsidiaries or any of their ERISA Affiliates with respect to any Employee Benefit Plan, except for any such liability which could not reasonably be expected to result in a Material Adverse Effect. No ERISA Event has occurred or is reasonably expected to occur which could reasonably be expected to result in a Material Adverse Effect. No Plan has Unfunded Vested Liabilities which could reasonably be expected to result in a Material Adverse Effect. As of the most recent valuation date for each Multiemployer Plan, the potential liability of the Borrower, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISA, could not reasonably be expected to result in a Material Adverse Effect. The Borrower, each of its Subsidiaries and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan, except for any such non-compliance which could not reasonably be expected to result in a Material Adverse Effect.

Employee Benefit Plan. The Borrower, each other Member of its Subsidiaries the Consolidated Group and each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA and the Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan except for any such non-compliance or non-performance which could not reasonably be expected to result in a Material Adverse Effect. No liability to the PBGC (other than required premium payments), the U.S. Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by the Borrower, Borrower or any other Member of its Subsidiaries the Consolidated Group or any of their ERISA Affiliates with respect to any Employee Benefit Plan, except for any such liability which could not reasonably be expected to result in a Material Adverse Effect. No ERISA Event has occurred or is reasonably expected to occur which could reasonably be expected to result in a Material Adverse Effect. No Plan has Unfunded Vested Liabilities which could reasonably be expected to result in a Material Adverse Effect. As of the most recent valuation date for each Multiemployer Plan, the potential liability of the Borrower, its Subsidiaries and the other Members of the Consolidated Group and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISA, could not reasonably be expected to result in a Material Adverse Effect. The Borrower, Borrower and each other Member of its Subsidiaries the Consolidated Group and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan, except for any such non-compliance which could not reasonably be expected to result in a Material Adverse Effect.

Employee Benefit Plan. The BorrowerCompany, each of its Subsidiaries and each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan. Each Employee Benefit Plan except for any which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such non-compliance or non-performance Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter which could not reasonably be expected would cause such Employee Benefit Plan to result in a Material Adverse Effectlose its qualified status. No liability to the PBGC (other than required premium payments), the U.S. Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by the BorrowerCompany, any of its Subsidiaries or any of their ERISA Affiliates. No ERISA Event has occurred or is reasonably expected to occur. Except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of the Company, any of its Subsidiaries or any of their respective ERISA Affiliates. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by the Company, any of its Subsidiaries or any of their ERISA Affiliates with respect to any Employee Benefit (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan), except for any did not exceed the aggregate current value of the assets of such liability which could not reasonably be expected to result in a Material Adverse Effect. No ERISA Event has occurred or is reasonably expected to occur which could reasonably be expected to result in a Material Adverse Effect. No Plan has Unfunded Vested Liabilities which could reasonably be expected to result in a Material Adverse EffectPension Plan. As of the most recent valuation date for each Multiemployer PlanPlan for which the actuarial report is available, the potential liability of the BorrowerCompany, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISA, could not reasonably be expected to result in a Material Adverse EffectERISA is zero. The BorrowerCompany, each of its Subsidiaries and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan, except for any such non-compliance which could not reasonably be expected to result in a Material Adverse Effect.

Employee Benefit Plan. The BorrowerExcept as would not reasonably be expected to have a Material Adverse Effect Holdings, each of its Subsidiaries and and, with respect to a Pension Plan, each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan. Each Employee Benefit Plan except for any which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such nonEmployee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status or is within the filing period set forth under Revenue Procedure 2007-compliance or non-performance which could 44. Except as would not reasonably be expected to result in a have Material Adverse Effect. No , no liability to the PBGC (other than required premium paymentspayments and required minimum funding contributions), the U.S. Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by Holdings, any of its Subsidiaries or any of their ERISA Affiliates. Except as would not reasonably be expected to have a Material Adverse Effect, no ERISA Event has occurred or is reasonably expected to occur. Except to the Borrowerextent required under Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Holdings or any of its Subsidiaries in an amount that would exceed an accumulated post-retirement benefit obligation of $27,000,000 as of December 31, 2008 and valued using the assumptions and methods under FAS 106. The present value of the aggregate benefit liabilities under the Pension Plans sponsored, maintained or contributed to by Holdings, any of its Subsidiaries or any of their ERISA Affiliates with respect to any Employee Benefit (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for the purpose of the adjusted funding target attainment percentage certification in the most recent actuarial valuation for such Pension Plan), except for any did not exceed the aggregate current value of the assets of such liability which could not reasonably be expected to result in a Material Adverse EffectPension Plans by more than $100,000,000. No ERISA Event has occurred or is reasonably expected to occur which could reasonably be expected to result in a Material Adverse Effect. No Plan has Unfunded Vested Liabilities which could reasonably be expected to result in a Material Adverse Effect. As To the knowledge of Holdings and each Subsidiary of Holdings, as of the most recent valuation date for each Multiemployer PlanPlan for which the actuarial report is available, the potential liability of the BorrowerHoldings, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISA, could not reasonably be expected to result in a Material Adverse EffectERISA is zero. The BorrowerHoldings, each of its Subsidiaries and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan, except for any such non-compliance which could not reasonably be expected to result in a Material Adverse Effect.

Employee Benefit Plan. The Borrower(a) Except as is not reasonably likely, either individually or in the aggregate, to have a Material Adverse Effect (i) each member of the Restricted Group and each of its Subsidiaries and each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan; (ii) each Employee Benefit Plan except for any which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such non-compliance or non-performance Employee Benefit Plan is so qualified and, to the knowledge of Borrower, nothing has occurred subsequent to the issuance of such determination letter which could not reasonably be expected would cause such Employee Benefit Plan to result in a Material Adverse Effect. No lose its qualified status; (iii) no liability to the PBGC (other than required premium payments), the U.S. Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by any member of the Borrower, Restricted Group or any of its Subsidiaries or any of their ERISA Affiliates with respect to any Employee Benefit Plan, except for any such liability which could not reasonably be expected to result in a Material Adverse Effect. No Affiliates; (iv) no ERISA Event has occurred or is reasonably expected to occur which could reasonably be expected occur; (v) except to result the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of any member of the Restricted Group or any of its ERISA Affiliates; and (vi) each member of the Restricted Group and each of its ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Material Adverse EffectMultiemployer Plan. No The present value of the aggregate benefit liabilities under each Pension Plan has Unfunded Vested Liabilities which could reasonably be expected and Pension Scheme sponsored, maintained or contributed to result by each member of the Restricted Group or any of its Affiliates (determined as of the end of the most recent plan or scheme year on the basis of the actuarial assumptions specified for funding purposes in a Material Adverse Effectthe most recent actuarial valuation for such Pension Plan or Pension Scheme), did not exceed the aggregate current value of the assets of such Pension Plan or Pension Scheme. As of the most recent valuation date for each Multiemployer PlanPlan available, the potential liability of each member of the Borrower, Restricted Group and its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISA, could not reasonably be expected to result in a Material Adverse Effect. The Borrower, each of its Subsidiaries and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan, except for any such non-compliance which could not reasonably be expected to result in a Material Adverse Effectis zero.

Employee Benefit Plan. The Borrower, each of its Subsidiaries and each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA and the Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each No Employee Benefit Plan except for any such non-compliance or non-performance which could not reasonably be expected subject to result in a Material Adverse Effect. No liability to the PBGC (other than required premium payments), the U.S. Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been terminated or is expected or has been the subject of termination proceedings pursuant to be Title IV of ERISA. Full payment has been made of all amounts which the Company was required under the terms of the Employee Benefit Plans to have paid as contributions to such Employee Benefit Plans on or prior to the date hereof (excluding any amounts not yet due) and no Employee Benefit Plan which is subject to Part 3 of Subtitle B of Title 1 of ERISA has incurred by any "accumulated funding deficiency" (within the Borrowermeaning of Section 302 of ERISA or Section 412 of the Code), whether or not waived. Neither the Company nor any Shareholder nor, to the knowledge of the Company and each Shareholder after due inquiry, any other "disqualified person" or "party in interest" (as defined in Section 4975(e)(2) of its Subsidiaries or the Code and Section 3(14) of ERISA, respectively) has engaged in any of their ERISA Affiliates transactions in connection with respect to any Employee Benefit Plan, except for any such liability which could not reasonably be expected to result in a Material Adverse Effect. No ERISA Event has occurred or is reasonably expected to occur which Plan that could reasonably be expected to result in the imposition of a Material Adverse Effectpenalty pursuant to Section 502(i) of ERISA, damages pursuant to Section 409 of ERISA or a tax pursuant to Section 4975(a) of the Code. No liability, claim, action or litigation has been made, commenced or threatened with respect to any Employee Benefit Plan has Unfunded Vested Liabilities (other than for benefits payable in the ordinary course and PBGC insurance premiums). No Employee Benefit Plan or related trust owns any securities in violation of Section 407 of ERISA. With respect to all Employee Benefit Plans which could reasonably be expected are subject to result in a Material Adverse Effect. As Title IV of ERISA, as of the most recent actuarial valuation date prepared for each Multiemployer such Employee Benefit Plan, the potential liability aggregate present value of the Borrower, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan accrued liabilities thereof did not exceed the aggregate fair market value of the assets allocable thereto. Each "multiemployer plan" (within the meaning of as defined in Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e4001(a)(3) of ERISA) to which the Company is obligated to contribute ("Multiemployer Plan") is listed on Schedule 4.1.24. Except as set forth on Schedule 4.1.24, could not reasonably be expected all contributions required to result in have been made by the Company or any Shareholder to a Material Adverse EffectMultiemployer Plan have been made on a timely basis. The Borrower, each of its Subsidiaries and each of their ERISA Affiliates have complied with the requirements of Section 515 Company has not been advised by any Multiemployer Plan that it has any withdrawal liability under Sections 4201 or 4204 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a any Multiemployer Plan, except for nor is the Company or any Shareholder aware of any such non-compliance which could not reasonably be expected to result in a Material Adverse Effectwithdrawal liability.

Employee Benefit Plan. The Neither Borrower, each any of its Subsidiaries and each nor any of their respective ERISA Affiliates are Affiliates, nor any Plan, is in compliance with all material violation in form or in operation of any provision of ERISA or any other applicable provisions and state or federal law, including, without limitation, the requirements of ERISA and the Code and the regulations and published interpretations thereunder IRC. No Prohibited Transaction or Reportable Event has occurred with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit any Plan except for any such non-compliance or non-performance which could not reasonably would be expected to result in a Material Adverse Effect. No notice of intent to terminate a Plan has been filed within the 24-month period preceding the date hereof, nor has any Plan been terminated under Section 4041(c) of ERISA since September 2, 1974. The PBGC has not instituted proceedings to terminate or appoint a trustee to administer a Plan, and no event has occurred and no condition exists which might constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan. Neither Borrower, any of its Subsidiaries nor any of their ERISA Affiliates has incurred or expects to incur any withdrawal liability to any multiemployer plan within the PBGC meaning of Section 3(37) or Section 3001(a)(3) of ERISA or Section 414 of the IRC. Neither Borrower, any of its Subsidiaries nor any of their ERISA Affiliates has any obligation to provide medical benefits or coverage to any former employee other than as required under Section 4980B of the IRC or Part 6 of Title I of ERISA. Each employee benefit plan subject to Section 4980B of the IRC has satisfied the applicable requirements of Section 4980B of the IRC. Each Plan meets the minimum funding requirements of IRC Section 412 and no waiver from the minimum funding requirements has been applied for or approved pursuant to Section 412(d) of the IRC. The reporting and disclosure requirements of each Plan have been timely and completely satisfied. Neither Borrower, any of its Subsidiaries, any of their ERISA Affiliates nor any fiduciary of any Plan has engaged in conduct that would be a breach of any duty under Part 4, Subtitle B, Title I of ERISA. There are no actions, suits or claims pending (other than required premium payments)routine claims for benefits) or, to the U.S. Internal Revenue Serviceknowledge of Borrower, any Employee Benefit of its Subsidiaries or any of their ERISA Affiliates, threatened against, or with respect to, any Plan or its assets, if any. Each Plan which is a "welfare benefit plan," as described in Section 3(1) of ERISA, may be unilaterally amended or terminated in its entirety without liability except as to benefits accrued prior to such amendment. Termination of employment of any trust established under Title IV employee of ERISA has been or is expected to be incurred by the Borrower, any of its Subsidiaries or any of their ERISA Affiliates with respect to any Employee Benefit Plan, except for any such liability which could would not reasonably be expected to result in a Material Adverse Effect. No ERISA Event has occurred or is reasonably expected to occur which could reasonably be expected to payments which, in the aggregate, would result in a Material Adverse Effect. No Plan has Unfunded Vested Liabilities which could reasonably be expected to result in a Material Adverse Effect. As imposition of the most recent valuation date for each Multiemployer Plan, the potential liability sanctions imposed under Section 280B or Section 4999 of the Borrower, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISA, could not reasonably be expected to result in a Material Adverse Effect. The Borrower, each of its Subsidiaries and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan, except for any such non-compliance which could not reasonably be expected to result in a Material Adverse EffectIRC.

Employee Benefit Plan. The Neither any Borrower, each of its Subsidiaries and each any Guarantor nor any of their respective ERISA Affiliates are Affiliates, nor any Plan, is in compliance with all material violation in form or in operation of any provision of ERISA or any other applicable provisions and state or federal law, including the requirements of ERISA and the Code and the regulations and published interpretations thereunder IRC. No Prohibited Transaction or Reportable Event has occurred with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit any Plan except for any such non-compliance or non-performance which could not reasonably would be expected to result in a Material Adverse Effect. No liability notice of intent to terminate a Plan has been filed within the 24-month period preceding the date hereof, nor has any Plan been terminated under Section 4041(c) of ERISA since September 2, 1974. The PBGC (other than required premium payments)has not instituted proceedings to terminate or appoint a trustee to administer a Plan, and no event has occurred and no condition exists which might constitute grounds under Section 4042 of ERISA for the U.S. Internal Revenue Servicetermination of, or the appointment of a trustee to administer, any Employee Benefit Plan or Plan. Neither any trust established under Title IV of ERISA has been or is expected to be incurred by the Borrower, any of its Subsidiaries Guarantor nor any ERISA Affiliate has incurred or expects to incur any of their ERISA Affiliates with respect withdrawal liability to any Employee Benefit Plan, except for any such liability which could not reasonably be expected to result in a Material Adverse Effect. No ERISA Event has occurred or is reasonably expected to occur which could reasonably be expected to result in a Material Adverse Effect. No Plan has Unfunded Vested Liabilities which could reasonably be expected to result in a Material Adverse Effect. As of the most recent valuation date for each Multiemployer Plan, the potential liability of the Borrower, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (multiemployer plan within the meaning of Section 4203 3(37) or Section 3001(a)(3) of ERISA or Section 414 of the IRC. Neither any Borrower, any Guarantor nor any ERISA Affiliate has any obligation to provide medical benefits or coverage to any former employee other than as required under Section 4980B of the IRC or Part 6 of Title I of ERISA), when aggregated with such potential liability . Each Employee Benefit Plan subject to Section 4980B of the IRC has satisfied the applicable requirements of Section 4980B of the IRC. Each Plan meets the minimum funding requirements of IRC Section 412 and no waiver from the minimum funding requirements has been applied for a complete withdrawal from all Multiemployer Plans, based on information available or approved pursuant to Section 4221(e412(d) of ERISA, could not reasonably be expected to result in a Material Adverse Effectthe IRC. The reporting and disclosure requirements of each Plan have been timely and completely satisfied. Neither any Borrower, each any Guarantor, any ERISA Affiliate nor any fiduciary of its Subsidiaries and each any Plan has engaged in conduct that would be a breach of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in Section 4219(c)(5) any duty under Part 4, Subtitle B, Title I of ERISA. There are no actions, suits or claims pending (other than routine claims for benefits) with respect or, to payments to a Multiemployer Planthe knowledge of any Borrower, except for any such non-compliance which could not reasonably be expected to result in a Material Adverse Effect.Guarxxxxx

Employee Benefit Plan. The Borrower, Borrower and each other Member of its Subsidiaries the Consolidated Group and each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA and the Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan except for any such non-compliance or non-performance which could not reasonably be expected to result in a Material Adverse Effect. No liability to the PBGC (other than required premium payments), the U.S. Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by the Borrower, Borrower or any other Member of its Subsidiaries the Consolidated Group or any of their ERISA Affiliates with respect to any Employee Benefit Plan, except for any such liability which could not reasonably be expected to result in a Material Adverse Effect. No ERISA Event has occurred or is reasonably expected to occur which could reasonably be expected to result in a Material Adverse Effect. No Plan has Unfunded Vested Liabilities which could reasonably be expected to result in a Material Adverse Effect. As of the most recent valuation date for each Multiemployer Plan, the potential liability of the Borrower, its Subsidiaries Borrower and the other Members of the Consolidated Group and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISA, could not reasonably be expected to result in a Material Adverse Effect. The Borrower, Borrower and each other Member of its Subsidiaries the Consolidated Group and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan, except for any such non-compliance which could not reasonably be expected to result in a Material Adverse Effect.

Employee Benefit Plan. The Borrower, each Neither Borrower nor any of its Subsidiaries and each ERISA Affiliates, nor any Plan, is in material violation in form or in operation of their respective any provision of ERISA Affiliates are in compliance with all or any other applicable provisions and state or federal law, including the requirements of ERISA and the Code and the regulations and published interpretations thereunder IRC. No Prohibited Transaction or Reportable Event has occurred with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit any Plan except for any such non-compliance or non-performance which could not reasonably would be expected to result in a Material Adverse Effect. No liability notice of intent to the PBGC (other than required premium payments), the U.S. Internal Revenue Service, any Employee Benefit terminate a Plan or any trust established under Title IV of ERISA has been filed within the 24-month period preceding the date hereof, nor has any Plan been terminated under Section 4041(c) of ERISA since September 2, 1974. The PBGC has not instituted proceedings to terminate or is expected appoint a trustee to be incurred by administer a Plan, and no event has occurred and no condition exists which might constitute grounds under Section 4042 of ERISA for the Borrowertermination of, or the appointment of a trustee to administer, any of its Subsidiaries Plan. Neither Borrower nor any ERISA Affiliate has incurred or expects to incur any of their ERISA Affiliates with respect withdrawal liability to any Employee Benefit Plan, except for any such liability which could not reasonably be expected to result in a Material Adverse Effect. No ERISA Event has occurred or is reasonably expected to occur which could reasonably be expected to result in a Material Adverse Effect. No Plan has Unfunded Vested Liabilities which could reasonably be expected to result in a Material Adverse Effect. As of the most recent valuation date for each Multiemployer Plan, the potential liability of the Borrower, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (multiemployer plan within the meaning of Section 4203 3 (37) or Section 3001(a)(3) of ERISA or Section 414 of the IRC. Neither Borrower nor any ERISA Affiliate has any obligation to provide medical benefits or coverage to any former employee other than as required under Section 4980B of the IRC or Part 6 of Title I of ERISA), when aggregated with such potential liability . Each Employee Benefit Plan subject to Section 4980B of the IRC has satisfied the applicable requirements of Section 4980B of the IRC. Each Plan meets the minimum funding requirements of IRC Section 412 and no waiver from the minimum funding requirements has been applied for a complete withdrawal from all Multiemployer Plans, based on information available or approved pursuant to Section 4221(e412(d) of the IRC. The reporting and disclosure requirements of each Plan have been timely and completely satisfied. Neither Borrower, any ERISA Affiliate nor any fiduciary of any Plan has engaged in conduct that would be a breach of any duty under Part 4, Subtitle B, Title I of ERISA. There are no actions, suits or claims pending (other than routine claims for benefits) or, to the knowledge of Borrower or any ERISA Affiliate, threatened against, or with respect to, any Plan or its assets, if any. Each Plan which is a “welfare benefit plan,” as described in Section 3(1) of ERISA, could may be unilaterally amended or terminated in its entirety without liability except as to benefits accrued prior to such amendment. Termination of employment of any employee of Borrower or any ERISA Affiliate would not reasonably be expected to result in a Material Adverse Effect. The Borrowerpayments which, each of its Subsidiaries and each of their ERISA Affiliates have complied with in the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Planaggregate, except for any such non-compliance which could not reasonably be expected to would result in a Material Adverse Effectimposition of the sanctions imposed under Section 280G or Section 4999 of the IRC.

Employee Benefit Plan. The Borrower, each Neither Borrower nor any of its Subsidiaries and each ERISA Affiliates, nor any Plan, is in material violation in form or in operation of their respective any provision of ERISA Affiliates are in compliance with all or any other applicable provisions and state or federal law, including the requirements of ERISA and the Code and the regulations and published interpretations thereunder IRC. No Prohibited Transaction or Reportable Event has occurred with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit any Plan except for any such non-compliance or non-performance which could not reasonably would be expected to result in a Material Adverse Effect. No liability notice of intent to the PBGC (other than required premium payments), the U.S. Internal Revenue Service, any Employee Benefit terminate a Plan or any trust established under Title IV of ERISA has been filed within the 24-month period preceding the date hereof, nor has any Plan been terminated under Section 4041(c) of ERISA since September 2, 1974. The PBGC has not instituted proceedings to terminate or is expected appoint a trustee to be incurred by administer a Plan, and no event has occurred and no condition exists which might constitute grounds under Section 4042 of ERISA for the Borrowertermination of, or the appointment of a trustee to administer, any of its Subsidiaries Plan. Neither Borrower nor any ERISA Affiliate has incurred or expects to incur any of their ERISA Affiliates with respect withdrawal liability to any Employee Benefit Plan, except for any such liability which could not reasonably be expected to result in a Material Adverse Effect. No ERISA Event has occurred or is reasonably expected to occur which could reasonably be expected to result in a Material Adverse Effect. No Plan has Unfunded Vested Liabilities which could reasonably be expected to result in a Material Adverse Effect. As of the most recent valuation date for each Multiemployer Plan, the potential liability of the Borrower, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (multiemployer plan within the meaning of Section 4203 3(37) or Section 3001(a)(3) of ERISA or Section 414 of the IRC. Neither Borrower nor any ERISA Affiliate has any obligation to provide medical benefits or coverage to any former employee other than as required under Section 4980B of the IRC or Part 6 of Title I of ERISA), when aggregated with such potential liability . Each Employee Benefit Plan subject to Section 4980B of the IRC has satisfied the applicable requirements of Section 4980B of the IRC. Each Plan meets the minimum funding requirements of IRC Section 412 and no waiver from the minimum funding requirements has been applied for a complete withdrawal from all Multiemployer Plans, based on information available or approved pursuant to Section 4221(e412(d) of the IRC. The reporting and disclosure requirements of each Plan have been timely and completely satisfied. Neither Borrower, any ERISA Affiliate nor any fiduciary of any Plan has engaged in conduct that would be a breach of any duty under Part 4, Subtitle B, Title I of ERISA. There are no actions, suits or claims pending (other than routine claims for benefits) or, to the knowledge of Borrower or any ERISA Affiliate, threatened against, or with respect to, any Plan or its assets, if any. Each Plan which is a "welfare benefit plan," as described in Section 3(1) of ERISA, could may be unilaterally amended or terminated in its entirety without liability except as to benefits accrued prior to such amendment. Termination of employment of any employee of Borrower or any ERISA Affiliate would not reasonably be expected to result in a Material Adverse Effect. The Borrowerpayments which, each of its Subsidiaries and each of their ERISA Affiliates have complied with in the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Planaggregate, except for any such non-compliance which could not reasonably be expected to would result in a Material Adverse Effectimposition of the sanctions imposed under Section 280G or Section 4999 of the IRC.