Common use of Compliance with Employee Benefit Plans Clause in Contracts

Compliance with Employee Benefit Plans. (a) Each Plan has been operated and administered in compliance with all applicable laws except for such instances of noncompliance as have not resulted in and would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Except as would not individually or in the aggregate reasonably be expected to result in a Material Adverse Effect: (i) no Loan Party nor any ERISA Affiliate has incurred any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans (as defined in section 3 of ERISA); and (ii) no event, transaction or condition has occurred or exists that could, individually or in the aggregate, reasonably be expected to result in the incurrence of any such liability by any Loan Party or any ERISA Affiliate, or in the imposition of any Lien on any of the rights, properties or assets of any Loan Party or any ERISA Affiliate in either case pursuant to Title I or IV of ERISA or to section 430(k) of the Code, pursuant to any such penalty or excise tax provisions under the Code or federal law or section 4068 of ERISA or by the granting of a security interest in connection with the amendment of a Plan. (b) The Ultimate Parent and its ERISA Affiliates have not incurred withdrawal liabilities (and are not subject to contingent withdrawal liabilities) under section 4201 or 4204 of ERISA in respect of Multiemployer Plans that individually or in the aggregate would reasonably be expected to result in a Material Adverse Effect. (c) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, no Loan Party has any Non-U.S.

Compliance with Employee Benefit Plans. (a) Each Plan has been The Company and each ERISA Affiliate have operated and administered each Plan in compliance with all applicable laws except for such instances of noncompliance as have not resulted in and would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Except as would not individually or in Neither the aggregate reasonably be expected to result in a Material Adverse Effect: (i) no Loan Party Company nor any ERISA Affiliate has incurred any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans (as defined in section 3 of ERISA); , and (ii) no event, transaction or condition has occurred or exists that couldwould, individually or in the aggregate, reasonably be expected to result in the incurrence of any such liability by any Loan Party the Company or any ERISA Affiliate, or in the imposition of any Lien on any of the rights, properties or assets of any Loan Party the Company or any ERISA Affiliate Affiliate, in either case pursuant to Title I or IV of ERISA or to section 430(k) of the Code, pursuant Code or to any such penalty or excise tax provisions under the Code or federal law or section 4068 of ERISA or by the granting of a security interest in connection with the amendment of a Plan, other than such liabilities or Liens as would not be individually or in the aggregate Material. (b) The Ultimate Parent present value of the aggregate benefit liabilities under each of the Plans (other than Multiemployer Plans), determined as of the end of such Plan’s most recently ended plan year on the basis of the actuarial assumptions specified for funding purposes in such Plan’s most recent actuarial valuation report, did not exceed the aggregate current value of the assets of such Plan allocable to such benefit liabilities by an amount that is Material in the case of any such single Plan or in the aggregate for all such Plans. The present value of the accrued benefit liabilities (whether or not vested) under each Non-U.S. Plan that is funded, determined as of the end of the Company’s most recently ended fiscal year on the basis of reasonable actuarial assumptions, did not exceed the current value of the assets of such Non-U.S. Plan allocable to such benefit liabilities by an amount that is Material. The term “benefit liabilities” has the meaning specified in section 4001 of ERISA and the terms “current value” and “present value” have the meaning specified in section 3 of ERISA. (c) The Company and its ERISA Affiliates have not incurred (i) withdrawal liabilities (and are not subject to contingent withdrawal liabilities) under section 4201 or 4204 of ERISA in respect of Multiemployer Plans that individually or in the aggregate would reasonably be expected to result in a are Material Adverse Effect. or (cii) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, no Loan Party has any Non-U.S.any

Compliance with Employee Benefit Plans. (a) Each Plan has been The Company and each ERISA Affiliate have operated and administered each Plan in compliance with all applicable laws except for such instances of noncompliance as have not resulted in and would could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Except as would not individually or in Neither the aggregate reasonably be expected to result in a Material Adverse Effect: (i) no Loan Party Company nor any ERISA Affiliate has incurred any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans (as defined in section 3 of ERISA); , and (ii) no event, transaction or condition has occurred or exists that could, individually or in the aggregate, reasonably be expected to result in the incurrence of any such liability by any Loan Party the Company or any ERISA Affiliate, or in the imposition of any Lien on any of the rights, properties or assets of any Loan Party the Company or any ERISA Affiliate Affiliate, in either case pursuant to Title I or IV of ERISA or to section 430(k) of the Code, pursuant Code or to any such penalty or excise tax provisions under the Code or federal law or section 4068 of ERISA or by the granting of a security interest in connection with the amendment of a Plan, other than such liabilities or Liens as would not be individually or in the aggregate Material. (b) The Ultimate Parent present value of the aggregate benefit liabilities under each of the Plans (other than Multiemployer Plans), determined as of the end of such Plan’s most recently ended plan year on the basis of the actuarial assumptions specified for funding purposes in such Plan’s most recent actuarial valuation report, did not exceed the aggregate current value of the assets of such Plan allocable to such benefit liabilities. The term “benefit liabilities” has the meaning specified in section 4001 of ERISA and the terms “current value” and “present value” have the meaning specified in section 3 of ERISA. (c) The Company and its ERISA Affiliates have not incurred withdrawal liabilities (and are not subject to contingent withdrawal liabilities) under section 4201 or 4204 of ERISA in respect of Multiemployer Plans that individually or in the aggregate would reasonably be expected to result in a Material Adverse Effectare Material. (cd) Except The expected postretirement benefit obligation (determined as would notof the last day of the Company’s most recently ended fiscal year in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 715-60, individually or in the aggregate, reasonably be expected without regard to have a Material Adverse Effect, no Loan Party has any Non-U.S.liabilities attributable

Compliance with Employee Benefit Plans. (a) Each Plan has been Obligor and each ERISA Affiliate have operated and administered each Plan in compliance with all applicable laws except for such instances of noncompliance noncom- pliance as have not resulted in and would could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Except as would not individually or in the aggregate reasonably be expected to result in a Material Adverse Effect: (i) no Loan Party No Obligor nor any ERISA Affiliate has incurred any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans (as defined in section 3 of ERISA); , and (ii) no event, transaction or condition has occurred or exists that couldwould, individually or in the aggregate, reasonably be expected to result in the incurrence of any such liability by any Loan Party Obligor or any ERISA Affiliate, or in the imposition of any Lien on any of the rights, properties or assets of any Loan Party Obligor or any ERISA Affiliate Affiliate, in either case pursuant to Title I or IV of ERISA or to section 430(k) of the Code, pursuant Code or to any such penalty or excise tax provisions under the Code or federal law or section 4068 of ERISA or by the granting of a security interest in connection with the amendment of a Plan, other than such liabilities or Liens as would not be individually or in the aggregate Material. (b) The Ultimate Parent and its ERISA Affiliates have not incurred withdrawal liabilities (and are not subject to contingent withdrawal liabilities) under section 4201 or 4204 present value of ERISA in respect of Multiemployer Plans that individually or in the aggregate benefit liabilities under each of the Plans (other than Multiemployer Plans), determined as of the end of such Plan’s most recently ended plan year on the basis of the actuarial assumptions specified for funding purposes in such Plan’s most recent actuarial valuation report, did not exceed the aggregate current value of the assets of such Plan allocable to such benefit liabilities by an amount that would reasonably be expected to result in a Material Adverse Effect. (c) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, no Loan Party has any Non-U.S.The term

Compliance with Employee Benefit Plans. (a) Each Plan has been Obligor and each ERISA Affiliate have operated and administered each Plan in compliance with all applicable laws except for such instances of noncompliance noncom- pliance as have not resulted in and would could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Except as would not individually or in the aggregate reasonably be expected to result in a Material Adverse Effect: (i) no Loan Party No Obligor nor any ERISA Affiliate has incurred any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans (as defined in section 3 of ERISA); , and (ii) no event, transaction or condition has occurred or exists that couldwould, individually or in the aggregate, reasonably be expected to result in the incurrence of any such liability by any Loan Party Obligor or any ERISA Affiliate, or in the imposition of any Lien on any of the rights, properties or assets of any Loan Party Obligor or any ERISA Affiliate Affiliate, in either case pursuant to Title I or IV of ERISA or to section 430(k) of the Code, pursuant Code or to any such penalty or excise tax provisions under the Code or federal law or section 4068 of ERISA or by the granting of a security interest in connection with the amendment of a Plan, other than such liabilities or Liens as would not be individually or in the aggregate Material. (b) The Ultimate Parent present value of the aggregate benefit liabilities under each of the Plans (other than Multiemployer Plans), determined as of the end of such Plan’s most recently ended plan year on the basis of the actuarial assumptions specified for funding purposes in such Plan’s most recent actuarial valuation report, did not exceed the aggregate current value of the assets of such Plan allocable to such benefit liabilities by an amount that would reasonably be expected to result in a Material Adverse Effect. The term “benefit liabilities” has the meaning specified in section 4001 of ERISA and the terms “current value” and “present value” have the meaning specified in section 3 of ERISA. (c) No Obligor nor any of its ERISA Affiliates have not incurred withdrawal liabilities (and are not subject to contingent withdrawal liabilities) under section 4201 or 4204 of ERISA in respect of Multiemployer Plans that individually or in the aggregate would reasonably be expected to result in a Material Adverse Effect. (cd) Except The expected postretirement benefit obligation (determined as of the last day of the Company’s most recently ended fiscal year in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 715-60, without regard to liabilities attributable to continuation coverage mandated by section 4980B of the Code) of the Company and its Subsidiaries would not, individually or in the aggregate, not reasonably be expected to have result in a Material Adverse Effect, no Loan Party has . (e) The execution and delivery of this Agreement and the issuance and sale of the Notes hereunder will not involve any Non-U.S.transaction that is subject to the prohibitions of section 406(a) of ERISA or in connection with which a tax could be imposed pursuant to