Common use of Absence of Certain Conditions Clause in Contracts

Absence of Certain Conditions. Except as specifically disclosed on Schedule 5.18: (a) there has been no transaction in connection with which the Borrower, its Subsidiaries or their respective ERISA Affiliates could be subject to either a material civil penalty assessed pursuant to Section 502(i) of ERISA or 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 Section 412 of the Code with respect to any Employee Pension Plan; (c) no liability to the PBGC has been or is reasonably expected to be incurred with respect to any Employee Pension Plan except for required premium payments to the PBGC; (d) there has been (i) no Reportable Event with respect to any Employee Pension 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; (e) 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 reasonably expects to incur Withdrawal Liability with respect to any Multiemployer Plan, (iii) has received any notification that a Multiemployer Plan is insolvent, terminated or subject to Section 305 of ERISA or Section 432 of the Code, or (iv) knows of, or reasonably expects, any Multiemployer Plan to be insolvent, terminated or subject to the requirements of Sections 305 of ERISA or 432 of the Code; (f) there is no material liability, and no circumstances exist pursuant to which any such material liability could reasonably be imposed on Borrower, any of its Subsidiaries or any ERISA Affiliate under Sections 4980B, 4980D or 5000 of the Code or Sections 409 and 502(l) of ERISA; (g) except as reflected in the financial statements delivered pursuant to Subsections 6.1.1(Delivery of Quarterly Financial Statements) and 6.1.2 (Delivery of Annual Financial Statements; Accountants’ Certification), 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 or similar state laws) and/or life insurance or death benefits; (h) none of 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) or has been contacted by the PBGC in connection with the PBGC’s Early Warning Program; and (i) 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 Affiliate, or any entity that heretofore was an ERISA Affiliate.

Absence of Certain Conditions. Except as specifically disclosed on Schedule 5.184.18: (a) there no Plan has been no engaged in any transaction in connection with which the Borrower, its Subsidiaries or their respective ERISA Affiliates could be subject to either a material civil penalty assessed pursuant to Section 502(i) of ERISA or 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 with respect to any Employee Pension Plan (for plan years beginning before 2008) ), whether or not waived, there is no failure to meet the Minimum Funding Standard for any Employee Pension Plan (for plan years beginning after 2007)) with respect , or an unfulfilled obligation to contribute to any Employee Pension Plan, and there has been no waived funding deficiency within the meaning of Section 303 of ERISA Multiemployer Plan or Section 412 of the Code with respect to withdrawal from any Employee Pension 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 Employee Pension Plan maintained by the Borrower or any of its Subsidiaries or ERISA Affiliates except for required premium payments to the PBGC; (de) there has been (i) no Reportable Event with respect to any Employee Pension PlanPlan (except to the extent that the PBGC has waived such reporting requirement with respect to any such event), 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; (ef) none of the Borrower, its Subsidiaries or nor any ERISA Affiliate (i) has any unfulfilled obligation to contribute to any Multiemployer Plan, (ii) has incurred or reasonably expects to incur anticipates incurring Withdrawal Liability with respect to any Multiemployer Plan, ; (iiig) has received any notification that a no Multiemployer Plan is insolvent, terminated or subject to Section 305 in Reorganization; (h) the Borrower and its Subsidiaries have complied in all material respects with the health continuation coverage requirements of ERISA or Section 432 of the Code, or (iv) knows of, or reasonably expects, any Multiemployer Plan to be insolvent, terminated or subject to COBRA and the requirements of Sections 305 the Health Insurance Portability and Accountability Act of ERISA or 432 of the Code1996; (fi) there is no material liabilityunfunded benefit liability in respect of any Plan; (j) there is not now, and no circumstances exist pursuant to which any such material liability could reasonably be imposed on Borrowerhas not been, any of its Subsidiaries or any ERISA Affiliate under Sections 4980B, 4980D or 5000 violation of the Code or Sections 409 ERISA with respect to the filing of applicable reports, documents, and 502(l) notices regarding any Plan with the Secretary of ERISALabor, 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; (gk) except as reflected in the financial statements delivered pursuant to Subsections 6.1.1(Delivery of Quarterly Financial Statements) and 6.1.2 (Delivery of Annual Financial Statements; Accountants’ Certification), 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 or similar state laws) and/or life insurance or death benefitsbenefits or any welfare plan having unfunded liabilities; (hl) none of neither the Borrower, any of its Subsidiaries or nor any ERISA Affiliate is subject to the Early Warning Program of the PBGC (as described in PBGC Technical Update 00-3); (m) or 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 (in) there is no outstanding material liability attributable to any employee pension benefit plan (as defined in Section 3(2) none 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 their respective ERISA Affiliate, or any entity that heretofore was an ERISA AffiliateAffiliates are subject to a tax under section 4971 of the Code.

Absence of Certain Conditions. Except as specifically disclosed on Schedule 5.185.19: (a) there has been no transaction in connection with which Parent, Holdings, the Borrower, its Subsidiaries or their respective ERISA Affiliates could be subject to either a material civil penalty assessed pursuant to Section 502(i) of ERISA or 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 whether or Section 412 of the Code with respect not waived, or an unfulfilled obligation to contribute to any Employee Pension Multiemployer Plan; (c) no liability to the PBGC has been or is reasonably expected to be incurred with respect to any Employee Pension Plan except for required premium payments to the PBGC; (d) there has been (i) no Reportable Event with respect to any Employee Pension 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; (e) none of Parent, Holdings, the Borrower, its Subsidiaries or any ERISA Affiliate (i) has any unfulfilled obligation to contribute to any Multiemployer Plan, (ii) has incurred or reasonably expects to incur Withdrawal Liability with respect to any Multiemployer Plan, (iiiii) has received any notification that a Multiemployer Plan is insolvent, terminated or subject to Section 305 of ERISA or Section 432 of the Codein Reorganization, or (iviii) knows of, or reasonably expects, expects any Multiemployer Plan to be insolvent, terminated or subject to the requirements of Sections 305 of ERISA or 432 of the Codein Reorganization; (f) there is no material liability, and no circumstances exist pursuant to which any such material liability could reasonably be imposed on Parent, Holdings, the Borrower, any of its Subsidiaries or any ERISA Affiliate under Sections 4980B, 4980D or 5000 of the Code or Sections 409 and 502(l) of ERISA; (g) except as reflected in the financial statements delivered pursuant to Subsections 6.1.1(Delivery of Quarterly Financial Statements) and 6.1.2 (Delivery of Annual Financial Statements; Accountants’ Certification), there is no Plan (that is an “"employee welfare benefit plan,” " as defined in Section 3(1) of ERISA) (i) providing for retiree health (other than to comply with COBRA or similar state laws) and/or life insurance or death benefitsbenefits 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) or has been contacted by the PBGC in connection with the PBGC’s 's Early Warning Program; and (i) 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 Affiliate, or any entity that heretofore was an ERISA Affiliate.

Absence of Certain Conditions. Except as specifically disclosed on Schedule 5.18: (a) there has been no transaction in connection with which the Borrower, its Subsidiaries or their respective ERISA Affiliates could be subject to either a material civil penalty assessed pursuant to Section 502(i) of ERISA or 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 Section 412 of the Code with respect to any Employee Pension Plan; (c) no liability to the PBGC has been or is reasonably expected to be incurred with respect to any Employee Pension Plan except for required premium payments to the PBGC; (d) there has been (i) no Reportable Event with respect to any Employee Pension 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; (e) 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 reasonably expects to incur Withdrawal Liability with respect to any Multiemployer Plan, (iii) has received any notification that a Multiemployer Plan is insolvent, terminated in Reorganization or is subject to Section 305 of ERISA or Section 432 of the Code, or (iv) knows of, or reasonably expects, any Multiemployer Plan to be insolvent, terminated in Reorganization or to be subject to the requirements of Sections 305 of ERISA or 432 of the Code; (f) there is no material liability, and no circumstances exist pursuant to which any such material liability could reasonably be imposed on Borrower, any of its Subsidiaries or any ERISA Affiliate under Sections 4980B, 4980D or 5000 of the Code or Sections 409 and 502(l) of ERISA; (g) except as reflected in the financial statements delivered pursuant to Subsections 6.1.1(Delivery of Quarterly Financial Statements) and 6.1.2 (Delivery of Annual Financial Statements; Accountants’ Certification), 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 or similar state lawsCOBRA) and/or life insurance or death benefits; (h) none of 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) or has been contacted by the PBGC in connection with the PBGC’s Early Warning Program; and (i) 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 Affiliate, or any entity that heretofore was an ERISA Affiliate.

Absence of Certain Conditions. Except as specifically disclosed on in Schedule 5.184.19: (a) there no Plan has been no engaged in any transaction in connection with which the Borrower, Borrower or any of its Subsidiaries or their respective ERISA Affiliates could be subject to either a material civil penalty assessed pursuant to Section 502(i) of ERISA or 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 whether or Section 412 of the Code with respect not waived, or an unfulfilled obligation to contribute to any Employee Pension 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 reasonably expected by the Borrower to be incurred with respect to any Employee Pension Plan maintained by the Borrower or any of its Subsidiaries or ERISA Affiliates except for required premium payments to the PBGC; , (de) there has been (i) no Reportable Event with respect to any Employee Pension PlanPlan (except to the extent that the PBGC has waived such reporting requirement with respect to any such event), 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; , (ef) none of the Borrower, Borrower or its Subsidiaries or any ERISA Affiliate (i) has any unfulfilled obligation to contribute to any Multiemployer Plan, (ii) has incurred or reasonably expects to incur anticipates incurring Withdrawal Liability with respect to any Multiemployer Plan, (iiig) has received any notification that a no Multiemployer Plan is insolventin Reorganization, terminated or subject to Section 305 (h) the Borrower and its Subsidiaries have complied in all material respects with the health continuation coverage requirements of ERISA or Section 432 of the Code, or (iv) knows of, or reasonably expects, any Multiemployer Plan to be insolvent, terminated or subject to COBRA and the requirements of Sections 305 the Health Insurance Portability and Accountability Act of ERISA or 432 of the Code; (f) there is no material liability1996, and no circumstances exist pursuant to which any such material liability could reasonably be imposed on Borrower, any of its Subsidiaries or any ERISA Affiliate under Sections 4980B, 4980D or 5000 of the Code or Sections 409 and 502(l) of ERISA; (g) except as reflected in the financial statements delivered pursuant to Subsections 6.1.1(Delivery of Quarterly Financial Statements) and 6.1.2 (Delivery of Annual Financial Statements; Accountants’ Certification), 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 or similar state laws) and/or life insurance or death benefits; (h) none of 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) or has been contacted by the PBGC in connection with the PBGC’s Early Warning Program; and (i) there is no outstanding material unfunded benefit liability attributable in respect of any 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 employee pension benefit plan (as defined in Section 3(2) Plan with the Secretary of ERISA) subject to Title IV Labor, the Secretary of ERISA the Treasury, the PBGC or any multiemployer plan other governmental entity or the furnishing of such documents to the participants or beneficiaries of such Plan and (as defined in Section 3(37k) of ERISA) which was previously maintained by there is no Plan providing for retiree health and/or life insurance or to which contributions were made or required to be made by the Borrower, any of its Subsidiaries retiree death benefits or any ERISA Affiliatewelfare plan having material unfunded liabilities. For the purposes of Subsection 4.19.3 and this Subsection, the term "material" means any violation that could reasonably be expected to result in, and the phrase "in material compliance with" means in compliance to the extent that noncompliance could reasonably be expected to result in, liabilities in excess of $75,000.00 singly or in the aggregate with all other such liabilities, or any entity that heretofore was an ERISA Affiliateviolation or noncompliance which could otherwise result in a Material Adverse Change.

Absence of Certain Conditions. Except as specifically disclosed on Schedule 5.18: (a) there has been no transaction in connection with which the U.S. Borrower, its Subsidiaries or their respective ERISA Affiliates could be subject to either a material civil penalty assessed pursuant to Section 502(i) of ERISA or 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 Section 412 of the Code with respect to any Employee Pension Plan; (c) no liability to the PBGC has been or is reasonably expected to be incurred with respect to any Employee Pension Plan except for required premium payments to the PBGC; (d) there has been (i) no Reportable Event with respect to any Employee Pension 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; (e) 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 reasonably expects to incur Withdrawal Liability with respect to any Multiemployer Plan, (iii) has received any notification that a Multiemployer Plan is insolvent, terminated in Reorganization or is subject to Section 305 of ERISA or Section 432 of the Code, or (iv) knows of, or reasonably expects, any Multiemployer Plan to be insolvent, terminated in Reorganization or to be subject to the requirements of Sections 305 of ERISA or 432 of the Code; (f) there is no material liability, and no circumstances exist pursuant to which any such material liability could reasonably be imposed on U.S. Borrower, any of its Subsidiaries or any ERISA Affiliate under Sections 4980B, 4980D or 5000 of the Code or Sections 409 and 502(l) of ERISA; (g) except as reflected in the financial statements delivered pursuant to Subsections 6.1.1(Delivery of Quarterly Financial Statements) and 6.1.2 (Delivery of Annual Financial Statements; Accountants’ Certification), 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 or similar state lawsCOBRA) and/or life insurance or death benefits; (h) none of the U.S. Borrower, any 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) or has been contacted by the PBGC in connection with the PBGC’s Early Warning Program; and (i) 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 Affiliate, or any entity that heretofore was an ERISA Affiliate.

Absence of Certain Conditions. Except as specifically disclosed on Schedule 5.18: 5.17 hereto, (a) there no Plan has been no engaged in any transaction in connection with which 95 the Borrower, its Subsidiaries or their respective any ERISA Affiliates Affiliate could be subject to either a any material civil fine or penalty assessed pursuant to (imposed by Section 4975 of the Code or Section 502(i) of ERISA or a material tax penalty imposed pursuant to Section 4975 of the Codeotherwise); (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 Section 412 of the Code with respect an unfulfilled obligation to contribute to any Employee Pension 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 Employee Pension Plan Plan, except for required premium payments to the PBGC; (de) there has been (i) no Reportable Event with respect to any Employee Pension Plan, 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 Employee Pension Plan by the PBGC, in either case involving conditions which could result in any liability to the PBGC; (ef) 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 reasonably expects to incur anticipates incurring Withdrawal Liability with respect to any Multiemployer Plan, Plan (iiiother than any Withdrawal Liability that has been fully satisfied); (g) has received any notification that a no Multiemployer Plan is insolventin Reorganization; (h) the Borrower, terminated or subject to Section 305 its Subsidiaries and all ERISA Affiliates have complied in all material respects with the health continuation coverage requirements of ERISA or Section 432 of the Code, or (iv) knows of, or reasonably expects, any Multiemployer Plan to be insolvent, terminated or subject to COBRA and the requirements of Sections 305 the Health Insurance Portability and Accountability Act of ERISA or 432 of the Code1996; (fi) there is no material liability, and no circumstances exist pursuant to unfunded benefit liability in respect of any Plan which any such material liability could reasonably be imposed on Borrower, any of its Subsidiaries or any ERISA Affiliate under Sections 4980B, 4980D or 5000 of the Code or Sections 409 and 502(l) of ERISAexceeds $1,000,000; (gj) except as reflected in the financial statements delivered pursuant to Subsections 6.1.1(Delivery of Quarterly Financial Statements) and 6.1.2 (Delivery of Annual Financial Statements; Accountants’ Certification), 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 to comply with COBRA or similar state laws) and/or life insurance or death benefitsas required under applicable Law); (hk) none of neither the Borrower, any of its Subsidiaries or nor any ERISA Affiliate is subject to the Early Warning Program of the PBGC (as described in PBGC Technical Update 00-3); (l) or 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; and (im) there is no outstanding material liability attributable to any employee pension benefit plan (as defined in Section 3(2) none 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 Affiliate, or any entity that heretofore was an ERISA AffiliateAffiliates are subject to a tax under section 4971 of the Code.

Absence of Certain Conditions. Except as specifically disclosed on Schedule 5.18: (a) there has been no transaction in connection with which the U.S. Borrower, its Subsidiaries or their respective ERISA Affiliates could be subject to either a material civil penalty assessed pursuant to Section 502(i) of ERISA or 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 Section 412 of the Code with respect to any Employee Pension Plan; (c) no liability to the PBGC has been or is reasonably expected to be incurred with respect to any Employee Pension Plan except for required premium payments to the PBGC; (d) there has been (i) no Reportable Event with respect to any Employee Pension 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; (e) 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 reasonably expects to incur Withdrawal Liability with respect to any Multiemployer Plan, (iii) has received any notification that a Multiemployer Plan is insolvent, terminated in Reorganization or is subject to Section 305 of ERISA or Section 432 of the Code, or (iv) knows of, or reasonably expects, any Multiemployer Plan to be insolvent, terminated in Reorganization or to be subject to the requirements of Sections 305 of ERISA or 432 of the Code; (f) there is no material liability, and no circumstances exist pursuant to which any such material liability could reasonably be imposed on U.S. Borrower, any of its Subsidiaries or any ERISA Affiliate under Sections 4980B, 4980D or 5000 of the Code or Sections 409 and 502(l) of ERISA; (g) except as reflected in the financial statements delivered pursuant to Subsections 6.1.1(Delivery of Quarterly Financial Statements) and 6.1.2 (Delivery of Annual Financial Statements; Accountants’ Certification), 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 or similar state lawsCOBRA) 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) or has been contacted by the PBGC in connection with the PBGC’s Early Warning Program; and (i) 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 Affiliate, or any entity that heretofore was an ERISA Affiliate.

Absence of Certain Conditions. Except as specifically disclosed on in Schedule 5.189.21: (a1) there no Plan has been no engaged in any transaction in connection with which SPC, the Borrower, its Company or any of the Company's Subsidiaries or their respective ERISA Affiliates could be subject to either a material civil penalty assessed pursuant to Section 502(i) of ERISA or a material tax penalty imposed pursuant to Section 4975 of the Code; , (b2) 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 whether or not waived, or an unfulfilled obligation to contribute to any - 83 - 93 Multiemployer Plan or withdrawal from any Multiemployer Plan, (3) no Employee Pension Plan has been no waived funding deficiency within terminated under conditions which resulted or could result in any material liability to the meaning of Section 303 of ERISA or Section 412 of the Code with respect to any Employee Pension Plan; PBGC, (c4) no material liability to the PBGC has been or is reasonably expected by the Company to be incurred with respect to any Employee Pension Plan maintained by SPC, the Company or any of the Company's Subsidiaries or ERISA Affiliates except for required premium payments to the PBGC; , (d5) there has been (ia) since January 1, 1995 no Reportable Event with respect to any Employee Pension PlanPlan (except to the extent that the PBGC has waived such reporting requirement with respect to 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; , (e6) none of SPC, the Borrower, its Company and any of the Company's Subsidiaries or any ERISA Affiliate (i) has any unfulfilled obligation to contribute to any Multiemployer Plan, (ii) has incurred or reasonably expects to incur anticipates incurring Withdrawal Liability with respect to any Multiemployer Plan, (iii7) has received any notification that a no Multiemployer Plan is insolventin Reorganization, terminated or subject to Section 305 (8) SPC, the Company and the Company's Subsidiaries have complied in all material respects with the health continuation coverage requirements of ERISA or Section 432 of the Code, or (iv) knows of, or reasonably expects, any Multiemployer Plan to be insolvent, terminated or subject to COBRA and the requirements of Sections 305 the Health Insurance Portability and Accountability Act of ERISA or 432 of the Code; 1996, (f9) there is no material liabilityunfunded liability in respect of any Plan, and no circumstances exist pursuant to which any such material liability could reasonably be imposed on Borrower(10) there is not now, and has not been, any of its Subsidiaries or any ERISA Affiliate under Sections 4980B, 4980D or 5000 violation of the Code or Sections 409 ERISA with respect to the filing of applicable reports, documents, and 502(l) notices regarding any Plan with the Secretary of ERISA; (g) except as reflected in Labor, the financial statements delivered pursuant to Subsections 6.1.1(Delivery of Quarterly Financial Statements) and 6.1.2 (Delivery of Annual Financial Statements; Accountants’ Certification), 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 or similar state laws) and/or life insurance or death benefits; (h) none Secretary of the BorrowerTreasury, any of its Subsidiaries the PBGC or any ERISA Affiliate is subject other governmental entity or the furnishing of such documents to the Early Warning Program participants or beneficiaries of the PBGC (as described in PBGC Technical Update 00-3) or has been contacted by the PBGC in connection with the PBGC’s Early Warning Program; and (i) 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 Affiliate, or any entity that heretofore was an ERISA Affiliatesuch Plan.

Absence of Certain Conditions. Except as specifically disclosed on Schedule 5.185.19: (a) there has been no transaction in connection with which Parent, the Borrower, its Subsidiaries or their respective ERISA Affiliates could be subject to either a material civil penalty assessed pursuant to Section 502(i) of ERISA or 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 whether or Section 412 of the Code with respect not waived, or an unfulfilled obligation to contribute to any Employee Pension Multiemployer Plan; (c) no liability to the PBGC has been or is reasonably expected to be incurred with respect to any Employee Pension Plan except for required premium payments to the PBGC; (d) there has been (i) no Reportable Event with respect to any Employee Pension 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; (e) none of Parent, the Borrower, its Subsidiaries or any ERISA Affiliate (i) has any unfulfilled obligation to contribute to any Multiemployer Plan, (ii) has incurred or reasonably expects to incur Withdrawal Liability with respect to any Multiemployer Plan, (iiiii) has received any notification that a Multiemployer Plan is insolvent, terminated or subject to Section 305 of ERISA or Section 432 of the Codein Reorganization, or (iviii) knows of, or reasonably expects, expects any Multiemployer Plan to be insolvent, terminated or subject to the requirements of Sections 305 of ERISA or 432 of the Codein Reorganization; (f) there is no material liability, and no circumstances exist pursuant to which any such material liability could reasonably be imposed on Parent, the Borrower, any of its Subsidiaries or any ERISA Affiliate under Sections 4980B, 4980D or 5000 of the Code or Sections 409 and 502(l) of ERISA; (g) except as reflected in the financial statements delivered pursuant to Subsections 6.1.1(Delivery of Quarterly Financial Statements) and 6.1.2 (Delivery of Annual Financial Statements; Accountants’ Certification), there is no Plan (that is an “employee welfare benefit plan,” as defined in Section 3(1) of ERISA) (i) providing for retiree health (other than to comply with COBRA or similar state laws) and/or life insurance or death benefitsbenefits 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) or has been contacted by the PBGC in connection with the PBGC’s Early Warning Program; and (i) 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 Affiliate, or any entity that heretofore was an ERISA Affiliate.

Absence of Certain Conditions. Except as specifically disclosed on Schedule 5.18: 5.17 hereto, (a) there no Plan has been no engaged in any transaction in connection with which the Borrower, its Subsidiaries or their respective any ERISA Affiliates Affiliate could be subject to either a any material civil fine or penalty assessed pursuant to (imposed by Section 4975 of the Code or Section 502(i) of ERISA or a material tax penalty imposed pursuant to Section 4975 of the Codeotherwise); (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 Section 412 of the Code with respect an unfulfilled obligation to contribute to any Employee Pension 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 Employee Pension Plan Plan, except for required premium payments to the PBGC; (de) there has been (i) no Reportable Event with respect to any Employee Pension Plan, 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 Employee Pension Plan by the PBGC, in either case involving conditions which could result in any liability to the PBGC; (ef) 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 reasonably expects to incur anticipates incurring Withdrawal Liability with respect to any Multiemployer Plan, Plan (iiiother than any Withdrawal Liability that has been fully satisfied); (g) has received any notification that a no Multiemployer Plan is insolventin Reorganization; (h) the Borrower, terminated or subject to Section 305 its Subsidiaries and all ERISA Affiliates have complied in all material respects with the health continuation coverage requirements of ERISA or Section 432 of the Code, or (iv) knows of, or reasonably expects, any Multiemployer Plan to be insolvent, terminated or subject to COBRA and the requirements of Sections 305 the Health Insurance Portability and Accountability Act of ERISA or 432 of the Code1996; (fi) there is no material liability, and no circumstances exist pursuant to unfunded benefit liability in respect of any Plan which any such material liability could reasonably be imposed on Borrower, any of its Subsidiaries or any ERISA Affiliate under Sections 4980B, 4980D or 5000 of the Code or Sections 409 and 502(l) of ERISAexceeds $1,000,000; (gj) except as reflected in the financial statements delivered pursuant to Subsections 6.1.1(Delivery of Quarterly Financial Statements) and 6.1.2 (Delivery of Annual Financial Statements; Accountants’ Certification), 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 to comply with COBRA or similar state laws) and/or life insurance or death benefitsas required under applicable Law); (hk) none of neither the Borrower, any of its Subsidiaries or nor any ERISA Affiliate is subject to the Early Warning Program of the PBGC (as described in PBGC Technical Update 00-3); (l) or 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; and (im) there is no outstanding material liability attributable to any employee pension benefit plan (as defined in Section 3(2) none 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 Affiliate, or any entity that heretofore was an ERISA AffiliateAffiliates are subject to a tax under section 4971 of the Code.

Absence of Certain Conditions. Except as specifically disclosed on in Schedule 5.1810.21: (a1) there no Plan has been no engaged in any transaction in connection with which SPC, the BorrowerCompany, its any of the Company's Subsidiaries or their respective any ERISA Affiliates Affiliate could be subject to either a material civil penalty assessed pursuant to Section 502(i) of ERISA or a material tax penalty imposed pursuant to Section 4975 of the Code; , (b2) 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 whether or not waived, or an unfulfilled obligation to contribute to any Multiemployer Plan or withdrawal from any Multiemployer Plan, (3) no Employee Pension Plan has been no waived funding deficiency within terminated under conditions which resulted or could result in any material liability to the meaning of Section 303 of ERISA or Section 412 of the Code with respect to any Employee Pension Plan; PBGC, (c4) no material liability to the PBGC has been or is reasonably expected - 98 - by the Company to be incurred with respect to any Employee Pension Plan maintained by SPC, the Company or any of the Company's Subsidiaries or ERISA Affiliates except for required premium payments to the PBGC; , (d5) there has been (ia) since January 1, 1995 no Reportable Event with respect to any Employee Pension PlanPlan (except to the extent that the PBGC has waived such reporting requirement with respect to 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; , (e6) none of SPC, the Borrower, its Company and any of the Company's Subsidiaries or any ERISA Affiliate (i) has any unfulfilled obligation to contribute to any Multiemployer Plan, (ii) has incurred or reasonably expects to incur anticipates incurring Withdrawal Liability with respect to any Multiemployer Plan, (iii7) has received any notification that a no Multiemployer Plan is insolventin Reorganization, terminated or subject to Section 305 (8) SPC, the Company, the Company's Subsidiaries and the ERISA Affiliates have complied in all material respects with the health continuation coverage requirements of ERISA or Section 432 of the Code, or (iv) knows of, or reasonably expects, any Multiemployer Plan to be insolvent, terminated or subject to COBRA and the requirements of Sections 305 the Health Insurance Portability and Accountability Act of ERISA or 432 of the Code; 1996, (f9) there is no material liabilityunfunded liability in respect of any Plan, (10) there is not now, and no circumstances exist pursuant to which any such material liability could reasonably be imposed on Borrowerhas not been, any of its Subsidiaries or any ERISA Affiliate under Sections 4980B, 4980D or 5000 violation of the Code or Sections 409 ERISA with respect to the filing of applicable reports, documents, and 502(lnotices 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 (11) as of ERISA; (g) the Closing Date except as reflected in the financial statements delivered pursuant to Subsections 6.1.1(Delivery of Quarterly Financial Statements) and 6.1.2 (Delivery of Annual Financial Statements; Accountants’ Certification)set forth on Schedule 10.21, there is no Employee Pension Plan (that is an “employee welfare benefit plan,” has experienced a partial termination whether as defined in Section 3(1) of ERISA) providing for retiree health (other than to comply with COBRA or similar state laws) and/or life insurance or death benefits; (h) none a result of the Borrower, any freezing of its Subsidiaries benefit accruals thereunder or any ERISA Affiliate is subject to the Early Warning Program of the PBGC (as described in PBGC Technical Update 00-3) or has been contacted by the PBGC in connection with the PBGC’s Early Warning Program; and (i) 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 Affiliate, or any entity that heretofore was an ERISA Affiliateotherwise.