Common use of Absence of Certain Conditions Clause in Contracts

Absence of Certain Conditions. Except as specifically disclosed on Schedule 5.17 hereto, (a) no Plan has engaged in any transaction in connection with which the Borrower, its Subsidiaries or any ERISA Affiliate could be subject to any material fine or penalty (imposed by Section 4975 of the Code or Section 502(i) of ERISA or otherwise); (b) no Employee Pension Plan is in at-risk status as defined in Section 430(i) of the Code, there is no failure to meet the Minimum Funding Standard for any Employee Pension Plan, or an unfulfilled obligation to contribute to any Multiemployer Plan; (c) no Plan has been terminated under conditions which resulted or could result in any liability to the PBGC; (d) no liability to the PBGC has been or is expected by the Borrower to be incurred with respect to any Plan, except for required premium payments to the PBGC; (e) there has been (i) no Reportable Event with respect to any Employee Pension Plan (other than those events as to which the 30-day notice period referred to in Section 4043(c) of ERISA has been waived) and (ii) no event or condition which presents a material risk of termination of any Plan by the PBGC, in either case involving conditions which could result in any liability to the PBGC; (f) none of the Borrower, its Subsidiaries or any ERISA Affiliate has incurred or anticipates incurring Withdrawal Liability with respect to any Multiemployer Plan (other than any Withdrawal Liability that has been fully satisfied); (g) no Multiemployer Plan is in Reorganization; (h) the Borrower, its Subsidiaries and all ERISA Affiliates have complied in all material respects with the health continuation coverage requirements of COBRA and the requirements of the Health Insurance Portability and Accountability Act of 1996; (i) there is no unfunded benefit liability in respect of any Plan which exceeds $1,000,000; (j) there is no Plan providing for retiree health benefits (other than as required under applicable Law); (k) neither the Borrower, any of its Subsidiaries nor any ERISA Affiliate is subject to the Early Warning Program of the PBGC (as described in PBGC Technical Update 00-3); (l) neither the Borrower, any of its Subsidiaries nor any ERISA Affiliate has been contacted by the PBGC in connection with the PBGC’s Early Warning Program; (m) none of Borrower, its Subsidiaries or any ERISA Affiliates are subject to a tax under section 4971 of the Code.

Absence of Certain Conditions. Except as specifically disclosed on in Schedule 5.17 hereto, 4.19: (a) no Plan has engaged in any transaction in connection with which the Borrower, Borrower or any of its Subsidiaries or any ERISA Affiliate could be subject to any either a material fine or civil penalty (imposed by Section 4975 of the Code or assessed pursuant to Section 502(i) of ERISA or otherwise); (b) no Employee Pension Plan is in at-risk status as defined in a material tax penalty imposed pursuant to Section 430(i) 4975 of the Code, (b) there is no failure Accumulated Funding Deficiency with respect to meet the Minimum Funding Standard for any Employee Pension Plan, whether or not waived, or an unfulfilled obligation to contribute to any Multiemployer Plan or withdrawal from any Multiemployer Plan; , (c) no Plan has been terminated under conditions which resulted or could result in any material liability to the PBGC; , (d) no material liability to the PBGC has been or is expected by the Borrower to be incurred with respect to any Plan, Plan maintained by the Borrower or any of its Subsidiaries or ERISA Affiliates except for required premium payments to the PBGC; , (e) there has been (i) no Reportable Event with respect to any Employee Pension Plan (other than those events as except to which the 30-day notice period referred extent that the PBGC has waived such reporting requirement with respect to in Section 4043(c) of ERISA has been waived) any such event), and (ii) no event or condition which presents a material risk of termination of any Plan by the PBGC, in either case involving conditions which could result in any liability to the PBGC; , (f) none of the Borrower, Borrower or its Subsidiaries or any ERISA Affiliate has incurred or anticipates incurring Withdrawal Liability with respect to any Multiemployer Plan (other than any Withdrawal Liability that has been fully satisfied); Plan, (g) no Multiemployer Plan is in Reorganization; , (h) the Borrower, Borrower and its Subsidiaries and all ERISA Affiliates have complied in all material respects with the health continuation coverage requirements of COBRA and the requirements of the Health Insurance Portability and Accountability Act of 1996; , (i) there is no material unfunded benefit liability in respect of any Plan which exceeds $1,000,000; Plan, (j) there is not now, and has not been, any material violation of the Code or ERISA with respect to the filing of applicable reports, documents, and notices regarding any Plan with the Secretary of Labor, the Secretary of the Treasury, the PBGC or any other governmental entity or the furnishing of such documents to the participants or beneficiaries of such Plan and (k) there is no Plan providing for retiree health and/or life insurance or retiree death benefits (other than as required under applicable Law); (k) neither or any welfare plan having material unfunded liabilities. For the Borrowerpurposes of Subsection 4.19.3 and this Subsection, the term "material" means any of its Subsidiaries nor any ERISA Affiliate is subject violation that could reasonably be expected to result in, and the phrase "in material compliance with" means in compliance to the Early Warning Program extent that noncompliance could reasonably be expected to result in, liabilities in excess of $75,000.00 singly or in the PBGC (as described in PBGC Technical Update 00-3); (l) neither the Borroweraggregate with all other such liabilities, any of its Subsidiaries nor any ERISA Affiliate has been contacted by the PBGC in connection with the PBGC’s Early Warning Program; (m) none of Borrower, its Subsidiaries or any ERISA Affiliates are subject to violation or noncompliance which could otherwise result in a tax under section 4971 of the CodeMaterial Adverse Change.

Absence of Certain Conditions. Except as specifically disclosed on Schedule 5.17 hereto, 5.18: (a) there has been no Plan has engaged in any transaction in connection with which the Borrower, its Subsidiaries or any their respective ERISA Affiliate Affiliates could be subject to any either a material fine or civil penalty (imposed by Section 4975 of the Code or assessed pursuant to Section 502(i) of ERISA or otherwise)a material tax penalty imposed pursuant to Section 4975 of the Code; (b) no Employee Pension Plan is in at-risk status as defined in Section 430(i) of the Code, there is no Accumulated Funding Deficiency (for plan years beginning before 2008) or failure to meet the Minimum Funding Standard (for plan years beginning after 2007)) with respect to any Employee Pension Plan, and there has been no waived funding deficiency within the meaning of Section 303 of ERISA or an unfulfilled obligation to contribute Section 412 of the Code with respect to any Multiemployer Employee Pension Plan; (c) no Plan has been terminated under conditions which resulted or could result in any liability to the PBGC; (d) no liability to the PBGC has been or is reasonably expected by the Borrower to be incurred with respect to any Plan, Employee Pension Plan except for required premium payments to the PBGC; (ed) there has been (i) no Reportable Event with respect to any Employee Pension Plan (other than those events as to which the 30-day notice period referred to in Section 4043(c) of ERISA has been waived) Plan, and (ii) no event or condition which presents a material risk of termination of any Employee Pension Plan by the PBGC, in either case involving conditions which could result in any liability to the PBGC; (fe) none of the Borrower, its Subsidiaries or any ERISA Affiliate (i) has any unfulfilled obligation to contribute to any Multiemployer Plan, (ii) has incurred or anticipates incurring reasonably expects to incur Withdrawal Liability with respect to any Multiemployer Plan Plan, (other than iii) has received any Withdrawal Liability notification that has been fully satisfied); (g) no a Multiemployer Plan is in Reorganization; insolvent, terminated or subject to Section 305 of ERISA or Section 432 of the Code, or (hiv) the Borrowerknows of, its Subsidiaries and all ERISA Affiliates have complied in all material respects with the health continuation coverage requirements of COBRA and or reasonably expects, any Multiemployer Plan to be insolvent, terminated or subject to the requirements of Sections 305 of ERISA or 432 of the Health Insurance Portability and Accountability Act of 1996Code; (if) there is no unfunded benefit material liability, and no circumstances exist pursuant to which any such material liability in respect of any Plan which exceeds $1,000,000; (j) there is no Plan providing for retiree health benefits (other than as required under applicable Law); (k) neither the could reasonably be imposed on Borrower, any of its Subsidiaries nor or any ERISA Affiliate is subject to the Early Warning Program under Sections 4980B, 4980D or 5000 of the PBGC (as described in PBGC Technical Update 00-3)Code or Sections 409 and 502(l) of ERISA; (lg) neither except as reflected in the Borrower, any financial statements delivered pursuant to Subsections 6.1.1(Delivery of its Subsidiaries nor any ERISA Affiliate has been contacted by the PBGC in connection with the PBGC’s Early Warning Program; (mQuarterly Financial Statements) none of Borrower, its Subsidiaries or any ERISA Affiliates are subject to a tax under section 4971 of the Codeand 6.

Absence of Certain Conditions. Except as specifically disclosed on in Schedule 5.17 hereto, 9.21: (a1) no Plan has engaged in any transaction in connection with which SPC, the Borrower, its Subsidiaries Company or any ERISA Affiliate of the Company's Subsidiaries could be subject to any either a material fine or civil penalty (imposed by Section 4975 of the Code or assessed pursuant to Section 502(i) of ERISA or otherwise); (b) no Employee Pension Plan is in at-risk status as defined in a material tax penalty imposed pursuant to Section 430(i) 4975 of the Code, (2) there is no failure Accumulated Funding Deficiency with respect to meet the Minimum Funding Standard for any Employee Pension Plan, whether or not waived, or an unfulfilled obligation to contribute to any - 83 - 93 Multiemployer Plan or withdrawal from any Multiemployer Plan; , (c3) no Employee Pension Plan has been terminated under conditions which resulted or could result in any material liability to the PBGC; , (d4) no material liability to the PBGC has been or is expected by the Borrower Company to be incurred with respect to any PlanPlan maintained by SPC, the Company or any of the Company's Subsidiaries or ERISA Affiliates except for required premium payments to the PBGC; , (e5) there has been (ia) since January 1, 1995 no Reportable Event with respect to any Employee Pension Plan (other than those events as except to which the 30-day notice period referred extent that the PBGC has waived such reporting requirement with respect to in Section 4043(c) of ERISA has been waived) any such event), and (iib) no event or condition which presents a material risk of termination of any Employee Pension Plan by the PBGC, in either case involving conditions which could result in any liability to the PBGC; , (f6) none of SPC, the Borrower, its Company and any of the Company's Subsidiaries or any ERISA Affiliate has incurred or anticipates incurring Withdrawal Liability with respect to any Multiemployer Plan Plan, (other than any Withdrawal Liability that has been fully satisfied); (g7) no Multiemployer Plan is in Reorganization; , (h) 8) SPC, the Borrower, its Company and the Company's Subsidiaries and all ERISA Affiliates have complied in all material respects with the health continuation coverage requirements of COBRA and the requirements of the Health Insurance Portability and Accountability Act of 1996; , (i9) there is no unfunded benefit liability in respect of any Plan which exceeds $1,000,000; Plan, and (j10) there is no Plan providing for retiree health benefits (other than as required under applicable Law); (k) neither the Borrowernot now, and has not been, any violation of its Subsidiaries nor any the Code or ERISA Affiliate is subject with respect to the Early Warning Program filing of applicable reports, documents, and notices regarding any Plan with the Secretary of Labor, the Secretary of the PBGC (as described in PBGC Technical Update 00-3); (l) neither the BorrowerTreasury, any of its Subsidiaries nor any ERISA Affiliate has been contacted by the PBGC in connection with the PBGC’s Early Warning Program; (m) none of Borrower, its Subsidiaries or any ERISA Affiliates are subject other governmental entity or the furnishing of such documents to a tax under section 4971 the participants or beneficiaries of the Codesuch Plan.

Absence of Certain Conditions. Except as specifically disclosed on in Schedule 5.17 hereto, 10.21: (a1) no Plan has engaged in any transaction in connection with which SPC, the BorrowerCompany, its any of the Company's Subsidiaries or any ERISA Affiliate could be subject to any either a material fine or civil penalty (imposed by Section 4975 of the Code or assessed pursuant to Section 502(i) of ERISA or otherwise); (b) no Employee Pension Plan is in at-risk status as defined in a material tax penalty imposed pursuant to Section 430(i) 4975 of the Code, (2) there is no failure Accumulated Funding Deficiency with respect to meet the Minimum Funding Standard for any Employee Pension Plan, whether or not waived, or an unfulfilled obligation to contribute to any Multiemployer Plan or withdrawal from any Multiemployer Plan; , (c3) no Employee Pension Plan has been terminated under conditions which resulted or could result in any material liability to the PBGC; , (d4) no material liability to the PBGC has been or is expected - 98 - by the Borrower Company to be incurred with respect to any PlanPlan maintained by SPC, the Company or any of the Company's Subsidiaries or ERISA Affiliates except for required premium payments to the PBGC; , (e5) there has been (ia) since January 1, 1995 no Reportable Event with respect to any Employee Pension Plan (other than those events as except to which the 30-day notice period referred extent that the PBGC has waived such reporting requirement with respect to in Section 4043(c) of ERISA has been waived) any such event), and (iib) no event or condition which presents a material risk of termination of any Employee Pension Plan by the PBGC, in either case involving conditions which could result in any liability to the PBGC; , (f6) none of SPC, the Borrower, its Company and any of the Company's Subsidiaries or any ERISA Affiliate has incurred or anticipates incurring Withdrawal Liability with respect to any Multiemployer Plan Plan, (other than any Withdrawal Liability that has been fully satisfied); (g7) no Multiemployer Plan is in Reorganization; , (h) 8) SPC, the BorrowerCompany, its the Company's Subsidiaries and all the ERISA Affiliates have complied in all material respects with the health continuation coverage requirements of COBRA and the requirements of the Health Insurance Portability and Accountability Act of 1996; , (i9) there is no unfunded benefit liability in respect of any Plan which exceeds $1,000,000; Plan, (j10) there is no Plan providing for retiree health benefits (other than as required under applicable Law); (k) neither the Borrowernot now, and has not been, any violation of its Subsidiaries nor any the Code or ERISA Affiliate is subject with respect to the Early Warning Program filing of applicable reports, documents, and notices regarding any Plan with the Secretary of Labor, the Secretary of the PBGC (as described in PBGC Technical Update 00-3); (l) neither the BorrowerTreasury, any of its Subsidiaries nor any ERISA Affiliate has been contacted by the PBGC in connection with the PBGC’s Early Warning Program; (m) none of Borrower, its Subsidiaries or any ERISA Affiliates are subject other governmental entity or the furnishing of such documents to a tax under section 4971 the participants or beneficiaries of such Plan, and (11) as of the CodeClosing Date except as set forth on Schedule 10.21, no Employee Pension Plan has experienced a partial termination whether as a result of the freezing of benefit accruals thereunder or otherwise.

Absence of Certain Conditions. Except as specifically disclosed on Schedule 5.17 hereto, 5.19: (a) there has been no Plan has engaged in any transaction in connection with which Parent, the Borrower, its Subsidiaries or any their respective ERISA Affiliate Affiliates could be subject to any either a material fine or civil penalty (imposed by Section 4975 of the Code or assessed pursuant to Section 502(i) of ERISA or otherwise)a material tax penalty imposed pursuant to Section 4975 of the Code; (b) no Employee Pension Plan is in at-risk status as defined in Section 430(i) of the Code, there is no failure Accumulated Funding Deficiency with respect to meet the Minimum Funding Standard for any Employee Pension Plan, whether or not waived, or an unfulfilled obligation to contribute to any Multiemployer Plan; (c) no Plan has been terminated under conditions which resulted or could result in any liability to the PBGC; (d) no liability to the PBGC has been or is reasonably expected by the Borrower to be incurred with respect to any Plan, Employee Pension Plan except for required premium payments to the PBGC; (ed) there has been (i) no Reportable Event with respect to any Employee Pension Plan (other than those events as to which the 30-day notice period referred to in Section 4043(c) of ERISA has been waived) Plan, and (ii) no event or condition which presents a material risk of termination of any Employee Pension Plan by the PBGC, in either case involving conditions which could result in any liability to the PBGC; (fe) none of Parent, the Borrower, its Subsidiaries or any ERISA Affiliate (i) has incurred or anticipates incurring reasonably expects to incur Withdrawal Liability with respect to any Multiemployer Plan Plan, (other than ii) has received any Withdrawal Liability notification that has been fully satisfied); (g) no a Multiemployer Plan is in Reorganization, or (iii) reasonably expects any Multiemployer Plan to be in Reorganization; (h) the Borrower, its Subsidiaries and all ERISA Affiliates have complied in all material respects with the health continuation coverage requirements of COBRA and the requirements of the Health Insurance Portability and Accountability Act of 1996; (if) there is no unfunded benefit material liability, and no circumstances exist pursuant to which any such material liability in respect of any Plan which exceeds $1,000,000; (j) there is no Plan providing for retiree health benefits (other than as required under applicable Law); (k) neither could reasonably be imposed on Parent, the Borrower, any of its Subsidiaries nor or any ERISA Affiliate under Sections 4980B, 4980D or 5000 of the Code or Sections 409 and 502(l) of ERISA; (g) there is no Plan (that is an “employee welfare benefit plan,” as defined in Section 3(1) of ERISA) (i) providing for retiree health and/or life insurance or death benefits or (ii) having unfunded liabilities; (h) none of Parent, the Borrower, any of its Subsidiaries or any ERISA Affiliate is subject to the Early Warning Program of the PBGC (as described in PBGC Technical Update 00-3); (l) neither the Borrower, any of its Subsidiaries nor any ERISA Affiliate or has been contacted by the PBGC in connection with the PBGC’s Early Warning Program; and (mi) none there is no outstanding material liability attributable to any employee pension benefit plan (as defined in Section 3(2) of ERISA) subject to Title IV of ERISA or any multiemployer plan (as defined in Section 3(37) of ERISA) which was previously maintained by or to which contributions were made or required to be made by Parent, the Borrower, any of its Subsidiaries or any ERISA Affiliates are subject to a tax under section 4971 of the CodeAffiliate, or any entity that heretofore was an ERISA Affiliate.

Absence of Certain Conditions. Except as specifically disclosed on Schedule 5.17 hereto, 5.18: (a) there has been no Plan has engaged in any transaction in connection with which the Borrower, its Subsidiaries or any their respective ERISA Affiliate Affiliates could be subject to any either a material fine or civil penalty (imposed by Section 4975 of the Code or assessed pursuant to Section 502(i) of ERISA or otherwise)a material tax penalty imposed pursuant to Section 4975 of the Code; (b) no Employee Pension Plan is in at-risk status as defined in Section 430(i) of the Code, there is no Accumulated Funding Deficiency (for plan years beginning before 2008) or failure to meet the Minimum Funding Standard (for plan years beginning after 2007)) with respect to any Employee Pension Plan, and there has been no waived funding deficiency within the meaning of Section 303 of ERISA or an unfulfilled obligation to contribute Section 412 of the Code with respect to any Multiemployer Employee Pension Plan; (c) no Plan has been terminated under conditions which resulted or could result in any liability to the PBGC; (d) no liability to the PBGC has been or is reasonably expected by the Borrower to be incurred with respect to any Plan, Employee Pension Plan except for required premium payments to the PBGC; (ed) there has been (i) no Reportable Event with respect to any Employee Pension Plan (other than those events as to which the 30-day notice period referred to in Section 4043(c) of ERISA has been waived) Plan, and (ii) no event or condition which presents a material risk of termination of any Employee Pension Plan by the PBGC, in either case involving conditions which could result in any liability to the PBGC; (fe) none of the Borrower, its Subsidiaries or any ERISA Affiliate (i) has any unfulfilled obligation to contribute to any Multiemployer Plan, (ii) has incurred or anticipates incurring reasonably expects to incur Withdrawal Liability with respect to any Multiemployer Plan Plan, (other than iii) has received any Withdrawal Liability notification that has been fully satisfied); (g) no a Multiemployer Plan is in Reorganization; Reorganization or is subject to Section 305 of ERISA or Section 432 of the Code, or (hiv) the Borrowerknows of, its Subsidiaries and all ERISA Affiliates have complied or reasonably expects, any Multiemployer Plan to be in all material respects with the health continuation coverage requirements of COBRA and Reorganization or to be subject to the requirements of Sections 305 of ERISA or 432 of the Health Insurance Portability and Accountability Act of 1996Code; (if) there is no unfunded benefit material liability, and no circumstances exist pursuant to which any such material liability in respect could reasonably be imposed on Borrower, any of its Subsidiaries or any Plan which exceeds $1,000,000ERISA Affiliate under Sections 4980B, 4980D or 5000 of the Code or Sections 409 and 502(l) of ERISA; (jg) there is no Plan (that is an “employee welfare benefit plan,” as defined in Section 3(1) of ERISA) providing for retiree health benefits (other than as required under applicable Law)to comply with COBRA) and/or life insurance or death benefits; (kh) neither none of the Borrower, any of its Subsidiaries nor or any ERISA Affiliate is subject to the Early Warning Program of the PBGC (as described in PBGC Technical Update 00-3); (l) neither the Borrower, any of its Subsidiaries nor any ERISA Affiliate or has been contacted by the PBGC in connection with the PBGC’s Early Warning Program; and (mi) none there is no outstanding material liability attributable to any employee pension benefit plan (as defined in Section 3(2) of ERISA) subject to Title IV of ERISA or any multiemployer plan (as defined in Section 3(37) of ERISA) which was previously maintained by or to which contributions were made or required to be made by the Borrower, any of its Subsidiaries or any ERISA Affiliates are subject to a tax under section 4971 of the CodeAffiliate, or any entity that heretofore was an ERISA Affiliate.

Absence of Certain Conditions. Except as specifically disclosed on Schedule 5.17 hereto, 4.18: (a) no Plan has engaged in any transaction in connection with which the Borrower, its Subsidiaries or any their respective ERISA Affiliate Affiliates could be subject to any either a material fine or civil penalty (imposed by Section 4975 of the Code or assessed pursuant to Section 502(i) of ERISA or otherwise)a material tax penalty imposed pursuant to Section 4975 of the Code; (b) there is no Accumulated Funding Deficiency with respect to any Employee Pension Plan is in at-risk status as defined in Section 430(i) of the Code(for plan years beginning before 2008), whether or not waived, there is no failure to meet the Minimum Funding Standard for any Employee Pension PlanPlan (for plan years beginning after 2007), or an unfulfilled obligation to contribute to any Multiemployer Plan or withdrawal from any Multiemployer Plan; (c) no Plan has been terminated under conditions which resulted or could result in any liability to the PBGC; (d) no liability to the PBGC has been or is expected by the Borrower to be incurred with respect to any Plan, Plan maintained by the Borrower or any of its Subsidiaries or ERISA Affiliates except for required premium payments to the PBGC; (e) there has been (i) no Reportable Event with respect to any Employee Pension Plan (other than those events as except to which the 30-day notice period referred extent that the PBGC has waived such reporting requirement with respect to in Section 4043(c) of ERISA has been waived) any such event), and (ii) no event or condition which presents a material risk of termination of any Plan by the PBGC, in either case involving conditions which could result in any liability to the PBGC; (f) none of the Borrower, its Subsidiaries or nor any ERISA Affiliate has incurred or anticipates incurring Withdrawal Liability with respect to any Multiemployer Plan (other than any Withdrawal Liability that has been fully satisfied)Plan; (g) no Multiemployer Plan is in Reorganization; (h) the Borrower, Borrower and its Subsidiaries and all ERISA Affiliates have complied in all material respects with the health continuation coverage requirements of COBRA and the requirements of the Health Insurance Portability and Accountability Act of 1996; (i) there is no material unfunded benefit liability in respect of any Plan which exceeds $1,000,000Plan; (j) there is not now, and has not been, any violation of the Code or ERISA with respect to the filing of applicable reports, documents, and notices regarding any Plan with the Secretary of Labor, the Secretary of the Treasury, the PBGC or any other governmental entity or the furnishing of such documents to the participants or beneficiaries of such Plan; (k) there is no Plan providing for retiree health and/or life insurance or death benefits (other than as required under applicable Law)or any welfare plan having unfunded liabilities; (kl) neither the Borrower, any of its Subsidiaries nor any ERISA Affiliate is subject to the Early Warning Program of the PBGC (as described in PBGC Technical Update 00-3); (lm) neither the Borrower, any of its Subsidiaries nor any ERISA Affiliate has been contacted by the PBGC in connection with the PBGC’s Early Warning Program; Program and (mn) none of Borrower, its Subsidiaries or any their respective ERISA Affiliates are subject to a tax under section 4971 of the Code.

Absence of Certain Conditions. Except as specifically disclosed on Schedule 5.17 hereto, 5.18: (a) there has been no Plan has engaged in any transaction in connection with which the U.S. Borrower, its Subsidiaries or any their respective ERISA Affiliate Affiliates could be subject to any either a material fine or civil penalty (imposed by Section 4975 of the Code or assessed pursuant to Section 502(i) of ERISA or otherwise)a material tax penalty imposed pursuant to Section 4975 of the Code; (b) no Employee Pension Plan is in at-risk status as defined in Section 430(i) of the Code, there is no Accumulated Funding Deficiency (for plan years beginning before 2008) or failure to meet the Minimum Funding Standard (for plan years beginning after 2007)) with respect to any Employee Pension Plan, and there has been no waived funding deficiency within the meaning of Section 303 of ERISA or an unfulfilled obligation to contribute Section 412 of the Code with respect to any Multiemployer Employee Pension Plan; (c) no Plan has been terminated under conditions which resulted or could result in any liability to the PBGC; (d) no liability to the PBGC has been or is reasonably expected by the Borrower to be incurred with respect to any Plan, Employee Pension Plan except for required premium payments to the PBGC; (ed) there has been (i) no Reportable Event with respect to any Employee Pension Plan (other than those events as to which the 30-day notice period referred to in Section 4043(c) of ERISA has been waived) Plan, and (ii) no event or condition which presents a material risk of termination of any Employee Pension Plan by the PBGC, in either case involving conditions which could result in any liability to the PBGC; (fe) none of the U.S. Borrower, its Subsidiaries or any ERISA Affiliate (i) has any unfulfilled obligation to contribute to any Multiemployer Plan, (ii) has incurred or anticipates incurring reasonably expects to incur Withdrawal Liability with respect to any Multiemployer Plan Plan, (other than iii) has received any Withdrawal Liability notification that has been fully satisfied); (g) no a Multiemployer Plan is in Reorganization; Reorganization or is subject to Section 305 of ERISA or Section 432 of the Code, or (hiv) the Borrowerknows of, its Subsidiaries and all ERISA Affiliates have complied or reasonably expects, any Multiemployer Plan to be in all material respects with the health continuation coverage requirements of COBRA and Reorganization or to be subject to the requirements of Sections 305 of ERISA or 432 of the Health Insurance Portability and Accountability Act of 1996Code; (if) there is no unfunded benefit material liability, and no circumstances exist pursuant to which any such material liability in respect of any Plan which exceeds $1,000,000; (j) there is no Plan providing for retiree health benefits (other than as required under applicable Law); (k) neither the could reasonably be imposed on U.S. Borrower, any of its Subsidiaries nor or any ERISA Affiliate under Sections 4980B, 4980D or 5000 of the Code or Sections 409 and 502(l) of ERISA; (g) there is no Plan (that is an “employee welfare benefit plan,” as defined in Section 3(1) of ERISA) providing for retiree health (other than to comply with COBRA) and/or life insurance or death benefits; (h) none of the U.S. Borrower, a ny of its Subsidiaries or any ERISA Affiliate is subject to the Early Warning Program of the PBGC (as described in PBGC Technical Update 00-3); (l) neither the Borrower, any of its Subsidiaries nor any ERISA Affiliate or has been contacted by the PBGC in connection with the PBGC’s Early Warning Program; and (mi) none there is no outstanding material liability attributable to any employee pension benefit plan (as defined in Section 3(2) of ERISA) subject to Title IV of ERISA or any multiemployer plan (as defined in Section 3(37) of ERISA) which was previously maintained by or to which contributions were made or required to be made by the U.S. Borrower, any of its Subsidiaries or any ERISA Affiliates are subject to a tax under section 4971 of the CodeAffiliate, or any entity that heretofore was an ERISA Affiliate.

Absence of Certain Conditions. Except as specifically disclosed on Schedule 5.17 hereto, 5.19: (a) there has been no Plan has engaged in any transaction in connection with which Parent, Holdings, the Borrower, its Subsidiaries or any their respective ERISA Affiliate Affiliates could be subject to any either a material fine or civil penalty (imposed by Section 4975 of the Code or assessed pursuant to Section 502(i) of ERISA or otherwise)a material tax penalty imposed pursuant to Section 4975 of the Code; (b) no Employee Pension Plan is in at-risk status as defined in Section 430(i) of the Code, there is no failure Accumulated Funding Deficiency with respect to meet the Minimum Funding Standard for any Employee Pension Plan, whether or not waived, or an unfulfilled obligation to contribute to any Multiemployer Plan; (c) no Plan has been terminated under conditions which resulted or could result in any liability to the PBGC; (d) no liability to the PBGC has been or is reasonably expected by the Borrower to be incurred with respect to any Plan, Employee Pension Plan except for required premium payments to the PBGC; (ed) there has been (i) no Reportable Event with respect to any Employee Pension Plan (other than those events as to which the 30-day notice period referred to in Section 4043(c) of ERISA has been waived) Plan, and (ii) no event or condition which presents a material risk of termination of any Employee Pension Plan by the PBGC, in either case involving conditions which could result in any liability to the PBGC; (fe) none of Parent, Holdings, the Borrower, its Subsidiaries or any ERISA Affiliate (i) has incurred or anticipates incurring reasonably expects to incur Withdrawal Liability with respect to any Multiemployer Plan Plan, (other than ii) has received any Withdrawal Liability notification that has been fully satisfied); (g) no a Multiemployer Plan is in Reorganization, or (iii) reasonably expects any Multiemployer Plan to be in Reorganization; (h) the Borrower, its Subsidiaries and all ERISA Affiliates have complied in all material respects with the health continuation coverage requirements of COBRA and the requirements of the Health Insurance Portability and Accountability Act of 1996; (if) there is no unfunded benefit material liability, and no circumstances exist pursuant to which any such material liability in respect of any Plan which exceeds $1,000,000; (j) there is no Plan providing for retiree health benefits (other than as required under applicable Law); (k) neither could reasonably be imposed on Parent, Holdings, the Borrower, any of its Subsidiaries nor or any ERISA Affiliate under Sections 4980B, 4980D or 5000 of the Code or Sections 409 and 502(l) of ERISA; (g) there is no Plan (that is an "employee welfare benefit plan," as defined in Section 3(1) of ERISA) (i) providing for retiree health and/or life insurance or death benefits or (ii) having unfunded liabilities; (h) none of Parent, Holdings, the Borrower, any of its Subsidiaries or any ERISA Affiliate is subject to the Early Warning Program of the PBGC (as described in PBGC Technical Update 00-3); (l) neither the Borrower, any of its Subsidiaries nor any ERISA Affiliate or has been contacted by the PBGC in connection with the PBGC’s 's Early Warning Program; and (mi) none there is no outstanding material liability attributable to any employee pension benefit plan (as defined in Section 3(2) of ERISA) subject to Title IV of ERISA or any multiemployer plan (as defined in Section 3(37) of ERISA) which was previously maintained by or to which contributions were made or required to be made by Parent, Holdings, the Borrower, any of its Subsidiaries or any ERISA Affiliates are subject to a tax under section 4971 of the CodeAffiliate, or any entity that heretofore was an ERISA Affiliate.

Absence of Certain Conditions. Except as specifically disclosed on Schedule 5.17 hereto, 5.18: (a) there has been no Plan has engaged in any transaction in connection with which the U.S. Borrower, its Subsidiaries or any their respective ERISA Affiliate Affiliates could be subject to any either a material fine or civil penalty (imposed by Section 4975 of the Code or assessed pursuant to Section 502(i) of ERISA or otherwise)a material tax penalty imposed pursuant to Section 4975 of the Code; (b) no Employee Pension Plan is in at-risk status as defined in Section 430(i) of the Code, there is no Accumulated Funding Deficiency (for plan years beginning before 2008) or failure to meet the Minimum Funding Standard (for plan years beginning after 2007)) with respect to any Employee Pension Plan, and there has been no waived funding deficiency within the meaning of Section 303 of ERISA or an unfulfilled obligation to contribute Section 412 of the Code with respect to any Multiemployer Employee Pension Plan; (c) no Plan has been terminated under conditions which resulted or could result in any liability to the PBGC; (d) no liability to the PBGC has been or is reasonably expected by the Borrower to be incurred with respect to any Plan, Employee Pension Plan except for required premium payments to the PBGC; (ed) there has been (i) no Reportable Event with respect to any Employee Pension Plan (other than those events as to which the 30-day notice period referred to in Section 4043(c) of ERISA has been waived) Plan, and (ii) no event or condition which presents a material risk of termination of any Employee Pension Plan by the PBGC, in either case involving conditions which could result in any liability to the PBGC; (fe) none of the U.S. Borrower, its Subsidiaries or any ERISA Affiliate (i) has any unfulfilled obligation to contribute to any Multiemployer Plan, (ii) has incurred or anticipates incurring reasonably expects to incur Withdrawal Liability with respect to any Multiemployer Plan Plan, (other than iii) has received any Withdrawal Liability notification that has been fully satisfied); (g) no a Multiemployer Plan is in Reorganization; Reorganization or is subject to Section 305 of ERISA or Section 432 of the Code, or (hiv) the Borrowerknows of, its Subsidiaries and all ERISA Affiliates have complied or reasonably expects, any Multiemployer Plan to be in all material respects with the health continuation coverage requirements of COBRA and Reorganization or to be subject to the requirements of Sections 305 of ERISA or 432 of the Health Insurance Portability and Accountability Act of 1996Code; (if) there is no unfunded benefit material liability, and no circumstances exist pursuant to which any such material liability in respect of any Plan which exceeds $1,000,000; (j) there is no Plan providing for retiree health benefits (other than as required under applicable Law); (k) neither the could reasonably be imposed on U.S. Borrower, any of its Subsidiaries nor or any ERISA Affiliate under Sections 4980B, 4980D or 5000 of the Code or Sections 409 and 502(l) of ERISA; (g) there is no Plan (that is an “employee welfare benefit plan,” as defined in Section 3(1) of ERISA) providing for retiree health (other than to comply with COBRA) and/or life insurance or death benefits; (h) none of the U.S. Borrower, any of its Subsidiaries or any ERISA Affiliate is subject to the Early Warning Program of the PBGC (as described in PBGC Technical Update 00-3); (l) neither the Borrower, any of its Subsidiaries nor any ERISA Affiliate or has been contacted by the PBGC in connection with the PBGC’s Early Warning Program; and (mi) none there is no outstanding material liability attributable to any employee pension benefit plan (as defined in Section 3(2) of ERISA) subject to Title IV of ERISA or any multiemployer plan (as defined in Section 3(37) of ERISA) which was previously maintained by or to which contributions were made or required to be made by the U.S. Borrower, any of its Subsidiaries or any ERISA Affiliates are subject to a tax under section 4971 of the CodeAffiliate, or any entity that heretofore was an ERISA Affiliate.