Common use of Compliance with ERISA Clause in Contracts

Compliance with ERISA. (a) Each Plan is in compliance with ERISA, the Code and any applicable Requirement of Law; no Reportable Event has occurred (or is reasonably likely to occur) with respect to any Plan; no Plan is insolvent or in reorganization (or is reasonably likely to be insolvent or in reorganization), and no written notice of any such insolvency or reorganization has been given to the Borrower or any ERISA Affiliate; no Plan (other than a Multiemployer Plan) has an accumulated or waived funding deficiency (or is reasonably likely to have such a deficiency); on and after the effectiveness of the Pension Act, each Plan that is subject to Title IV of ERISA has satisfied the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, and there has been no determination that any such Plan is, or is expected to be, in “at risk” status (within the meaning of Section 4010(d)(2) of ERISA); none of the Borrower or any ERISA Affiliate has incurred (or is reasonably likely to incur) any liability to or on account of a Plan pursuant to Section 409, 502(i), 502(1), 515, 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code or has been notified in writing that it will incur any liability under any of the foregoing Sections with respect to any Plan; no proceedings have been instituted (or are reasonably likely to be instituted) to terminate or to reorganize any Plan or to appoint a trustee to administer any Plan, and no written notice of any such proceedings has been given to the Borrower or any ERISA Affiliate; and no lien imposed under the Code or ERISA on the assets of the Borrower or any ERISA Affiliate exists (or is reasonably likely to exist) nor has the Borrower or any ERISA Affiliate been notified in writing that such a lien will be imposed on the assets of the Borrower or any ERISA Affiliate on account of any Plan, except to the extent that a breach of any of the representations, warranties or agreements in this Section 8.11 (a) would not result, individually or in the aggregate, in an amount of liability that would be reasonably likely to have a Material Adverse Effect. No Plan (other than a Multiemployer Plan) has an Unfunded Current Liability that would, individually or when taken together with any other liabilities referenced in this Section 8.11(a), be reasonably likely to have a Material Adverse Effect. With respect to Plans that are Multiemployer Plans (as defined in Section 3(37) of ERISA), the representations and warranties in this Section 8.11(a), other than any made with respect to (i) liability under Section 4201 or 4204 of ERISA or (ii) liability for termination or reorganization of such Plans under ERISA, are made to the best knowledge of the Borrower.

Compliance with ERISA. (a) Each Plan is in compliance with ERISA, the Code and any applicable Requirement of Law; no Reportable Event has occurred (or is reasonably likely to occur) with respect to any Plan; no Plan is insolvent or in reorganization (or is reasonably likely to be insolvent or in reorganization), and no written notice of any such insolvency or reorganization has been given to the Borrower or any ERISA Affiliate; no Plan (other than a Multiemployer Plan) has an accumulated or waived funding deficiency (or is reasonably likely to have such a deficiency); on and after the effectiveness of the Pension Act, each Plan that is subject to Title IV of ERISA has satisfied the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, and there has been no determination that any such Plan is, or is expected to be, in “at risk” status (within the meaning of Section 4010(d)(2) of ERISA); none of the Borrower or any ERISA Affiliate has incurred (or is reasonably likely to incur) any liability to or on account of a Plan pursuant to Section 409, 502(i), 502(1502(l), 515, 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code or has been notified in writing that it will incur any liability under any of the foregoing Sections with respect to any Plan; no proceedings have been instituted (or are reasonably likely to be instituted) to terminate or to reorganize any Plan or to appoint a trustee to administer any Plan, and no written notice of any such proceedings has been given to the Borrower or any ERISA Affiliate; and no lien imposed under the Code or ERISA on the assets of the Borrower or any ERISA Affiliate exists (or is reasonably likely to exist) nor has the Borrower or any ERISA Affiliate been notified in writing that such a lien will be imposed on the assets of the Borrower or any ERISA Affiliate on account of any Plan, except to the extent that a breach of any of the representations, warranties or agreements agreement in this Section 8.11 (a8.11(a) would not result, individually or in the aggregate, in an amount of liability that would be reasonably likely to have a Material Adverse Effect. No Plan (other than a Multiemployer Plan) has an Unfunded Current Liability that would, individually or when taken together with any other liabilities referenced in this Section 8.11(a), be reasonably likely to have a Material Adverse Effect. With respect to Plans that are Multiemployer Plans (as defined in Section 3(37) of ERISA)Plans, the representations and warranties in this Section 8.11(a), other than any made with respect to (i) liability under Section 4201 or 4204 of ERISA or (ii) liability for termination or reorganization of such Plans under ERISA, are made to the best knowledge of the Borrower.

Compliance with ERISA. (a) Each Employee Benefit Plan is in compliance with ERISA, the Code and any applicable Requirement of Applicable Law; no Reportable Event has occurred (or is reasonably likely to occur) with respect to any Benefit Plan; no Multiemployer Plan is insolvent Insolvent or in reorganization (or is reasonably likely to be insolvent Insolvent or in reorganization), and no written notice of any such insolvency or reorganization has been given to the Borrower or any ERISA Affiliate; no Benefit Plan (other than a Multiemployer Plan) has an accumulated or waived funding deficiency (or is reasonably likely to have such a deficiency); on and after the effectiveness of the Pension Act, each Benefit Plan that is subject to Title IV of ERISA has satisfied the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Benefit Plan, and there has been no determination that any such Benefit Plan is, or is expected to be, in “at risk” status (within the meaning of Section 4010(d)(2) of ERISA); none of the Borrower or any ERISA Affiliate has incurred (or is reasonably likely to incur) any liability to or on account of a Benefit Plan pursuant to Section 409, 502(i), 502(1502(l), 515, 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code or has been notified in writing that it will incur any liability under any of the foregoing Sections with respect to any PlanCode; no proceedings have been instituted (or are reasonably likely to be instituted) to terminate or to reorganize any Benefit Plan or to appoint a trustee to administer any Benefit Plan, and no written notice of any such proceedings has been given to the Borrower or any ERISA Affiliate; and no lien Lien imposed under the Code or ERISA on the assets of the Borrower or any ERISA Affiliate exists (or is reasonably likely to exist) nor has the Borrower or any ERISA Affiliate been notified in writing that such a lien Lien will be imposed on the assets of Holdings, the Borrower or any ERISA Affiliate on account of any Benefit Plan, except to the extent that a breach of any of the representations, warranties or agreements in this Section 8.11 (a8.11(a) would not result, individually or in the aggregate, in an amount of liability that would be reasonably likely to have a Material Adverse Effect. No Benefit Plan (other than a Multiemployer Plan) has an Unfunded Current Liability that would, individually or when taken together with any other liabilities referenced in this Section 8.11(a), be reasonably likely to have a Material Adverse Effect. With respect to Benefit Plans that are Multiemployer Plans (as defined in Section 3(37) of ERISA)Plans, the representations and warranties in this Section 8.11(a)), other than any made with respect to (i) liability under Section 4201 or 4204 of ERISA or (ii) liability for termination or reorganization of such Multiemployer Plans under ERISA, are made to the best knowledge of the Borrower.

Compliance with ERISA. (a) Each Plan is in compliance with ERISA, the Code and any applicable Requirement of Law; no Reportable Event has occurred (or is reasonably likely to occur) with respect to any Plan; no Plan is insolvent or in reorganization (or is reasonably likely to be insolvent or in reorganization), and no written notice of any such insolvency or reorganization has been given to the Borrower or any ERISA Affiliate; no Plan (other than a Multiemployer Plan) has an accumulated or waived funding deficiency (or is reasonably likely to have such a deficiency); on and after the effectiveness of the Pension Act, each Plan that is subject to Title IV of ERISA has satisfied the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, and there has been no determination that any such Plan is, or is expected to be, in “at risk” status (within the meaning of Section 4010(d)(2) of ERISA); none of the Borrower or any ERISA Affiliate has incurred (or is reasonably likely to incur) any liability to or on account of a Plan or a Multiemployer Plan pursuant to Section 409, 502(i), 502(1502(l), 515, 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code or has been notified in writing that it will incur any liability under any of the foregoing Sections with respect to any Plan or Multiemployer Plan; no proceedings have been instituted (or are reasonably likely to be instituted) to terminate or to reorganize any Plan or to appoint a trustee to administer any Plan, and no written notice of any such proceedings has been given to the Borrower or any ERISA Affiliate; no Multiemployer Plan is insolvent or in reorganization, and no written notice of any such insolvency or reorganization has been given to the Borrower or any ERISA Affiliate; and no lien imposed under the Code or ERISA on the assets of the Borrower or any ERISA Affiliate exists (or is reasonably likely to exist) nor has the Borrower or any ERISA Affiliate been notified in writing that such a lien will be imposed on the assets of the Borrower or any ERISA Affiliate on account of any Plan or a Multiemployer Plan, except to the extent that a breach of any of the representations, warranties or agreements in this Section 8.11 (a9.11(a) would not result, individually or in the aggregate, in an amount of liability that would be reasonably likely to have a Material Adverse Effect. No Plan (other than a Multiemployer Plan) has an Unfunded Current Liability that would, individually or when taken together with any other liabilities referenced in this Section 8.11(a9.11(a), be reasonably likely to have a Material Adverse Effect. With respect to Plans that are Multiemployer Plans (as defined in Section 3(37) of ERISA)Plans, the representations and warranties in this Section 8.11(a9.11(a), other than any made with respect to (i) liability under Section 4201 or 4204 of ERISA or (ii) liability for termination or reorganization of such Plans under ERISA, are made to the best knowledge of the Borrower.

Compliance with ERISA. (a) Each Plan is in compliance with ERISA, the Code and any applicable Requirement of Law; no Reportable Event has occurred (or is reasonably likely to occur) with respect to any Plan; no Plan is insolvent or in reorganization (or is reasonably likely to be insolvent or in reorganization), and no written notice of any such insolvency or reorganization has been given to the Borrower Borrower, any Subsidiary or any ERISA Affiliate; no Plan (other than a Multiemployer Plan) failure to satisfy the minimum funding standard under Section 430 of the Code, whether or not waived, has an accumulated or waived funding deficiency occurred (or is reasonably likely to have such a deficiency); on and after the effectiveness of the Pension Act, each Plan that is subject to Title IV of ERISA has satisfied the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, and there has been no determination that any such Plan is, or is expected to be, in “at risk” status (within the meaning of Section 4010(d)(2occur) of ERISA)with respect to a Plan or failure to make a required contribution to a Multiemployer Plan; none of the Borrower Borrower, any Subsidiary or any ERISA Affiliate has incurred (or is reasonably likely expected to incur) any liability to or on account of a Plan pursuant to Section 409, 502(i), 502(1502(l), 515, 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code or has been notified in writing that it will incur any liability under any of the foregoing Sections with respect to any Plan; no proceedings have been instituted (or are reasonably likely to be instituted) to terminate or to reorganize any Plan or to appoint a trustee to administer any Plan, and no written notice of any such proceedings has been given to the Borrower Borrower, any Subsidiary or any ERISA Affiliate; and no lien Lien imposed under the Code or ERISA on the assets of the Borrower or any Subsidiary or any ERISA Affiliate exists (or is reasonably likely to exist) nor has the Borrower Borrower, any Subsidiary or any ERISA Affiliate been notified in writing that such a lien Lien will be imposed on the assets of the Borrower Borrower, any Subsidiary or any ERISA Affiliate on account of any Plan, except to the extent that a breach of any of the representations, warranties or agreements in this Section 8.11 (a) would not result, individually or in the aggregate, in an amount of liability that would be reasonably likely to have a Material Adverse EffectEffect or relates to any matter disclosed in the financial statements of the Borrower contained in the Confidential Information Memorandum. No Plan (other than a Multiemployer Planmultiemployer plan) has an Unfunded Current Liability that would, individually or when taken together with any other liabilities referenced in this Section 8.11(a)8.11, be reasonably likely to have a Material Adverse Effect. With respect to Plans that are Multiemployer Plans multiemployer plans (as defined in Section 3(37) of ERISA), the representations and warranties in this Section 8.11(a), other than any made with respect to (i) liability under Section 4201 or 4204 of ERISA or required contributions to a Multiemployer Plan or (ii) liability for termination or reorganization of such Plans under ERISA, are made to the best knowledge of the Borrower.

Compliance with ERISA. (a) Each Plan is in compliance with ERISA, the Code and any applicable Requirement of Law; no Reportable Event has occurred (or is reasonably likely to occur) with respect to any Plan; no Plan is insolvent or in reorganization (or is reasonably likely to be insolvent or in reorganization), and no written notice of any such insolvency or reorganization has been given to the Parent Borrower or any ERISA Affiliate; no Plan (other than a Multiemployer Planmultiemployer plan) has an accumulated or waived funding deficiency (or is reasonably likely to have such a deficiency); on and after the effectiveness of the Pension Act, each Plan that is subject to Title IV of ERISA has satisfied the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, and there has been no determination that any such Plan is, or is expected to be, in “at risk” status (within the meaning of Section 4010(d)(2) of ERISA); none of the Parent Borrower or any ERISA Affiliate has incurred (or is reasonably likely to incur) any liability to or on account of a Plan pursuant to Section 409, 502(i), 502(1502(l), 515, 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code or has been notified in writing that it will incur any liability under any of the foregoing Sections with respect to any Plan; no proceedings have been instituted (or are reasonably likely to be instituted) to terminate or to reorganize any Plan or to appoint a trustee to administer any Plan, and no written notice of any such proceedings has been given to the Parent Borrower or any ERISA Affiliate; and no lien imposed under the Code or ERISA on the assets of the Parent Borrower or any ERISA Affiliate exists (or is reasonably likely to exist) nor has the Parent Borrower or any ERISA Affiliate been notified in writing that such a lien will be imposed on the assets of the Parent Borrower or any ERISA Affiliate on account of any Plan, except to the extent that a breach of any of the representations, warranties or agreements in this Section 8.11 (a) would not result, individually or in the aggregate, in an amount of liability that would be reasonably likely to have a Material Adverse Effect. No Plan (other than a Multiemployer Planmultiemployer plan) has an Unfunded Current Liability that would, individually or when taken together with any other liabilities referenced in this Section 8.11(a)8.11, be reasonably likely to have a Material Adverse Effect. With respect to Plans that are Multiemployer Plans multiemployer plans (as defined in Section 3(37) of ERISA), the representations and warranties in this Section 8.11(a)8.11, other than any made with respect to (i) liability under Section 4201 or 4204 of ERISA or (ii) liability for termination or reorganization of such Plans under ERISA, are made to the best knowledge of the each Borrower.

Compliance with ERISA. (a) Each Pension Plan is in compliance with ERISA, the Code and any applicable Requirement of Applicable Law; no Reportable Event has occurred (or is reasonably likely to occur) with respect to any Pension Plan; each Pension Plan that is intended to qualify under Section 401(a) of the Code has received a favorable determination or opinion letter from the Internal Revenue Service for all required amendments regarding its qualification thereunder that considers the law changes incorporated in the plan sponsor’s most recently expired remedial amendment cycle determined under the provisions of Rev. Proc. 2007-44, and nothing has occurred subsequent to the issuance of such determination letter which would reasonably be expected to prevent, or cause the loss of, such qualification. To the knowledge of the Credit Parties, (i) no Multiemployer Plan is insolvent or in reorganization or in endangered or critical status within the meaning of Section 432 of the Code or Section 4241 or 4245 of Title IV of ERISA (or is reasonably likely to be insolvent or in reorganization), and no written notice of any such insolvency or reorganization has been given to any of the Borrower Credit Parties, any of their respective Subsidiaries or any ERISA Affiliate; (ii) no Pension Plan (other than a Multiemployer Plan) has an accumulated or waived funding deficiency (is, or is reasonably likely expected to have such a deficiencybe, in “at risk” status (as defined in Section 430 of the Code or Section 303 of ERISA); on and after the effectiveness of the (iii) no Pension Act, each Plan that is subject has failed to Title IV of ERISA has satisfied satisfy the minimum funding standards (within the meaning standard of Section 412 of the Code or Section 302 of ERISA, including, without limitation, any obligation to make any required installment under Section 430(j) applicable to such Plan, and there has been no determination that any such Plan is, of the Code (whether or is expected to be, not waived in “at risk” status (within accordance with Section 412(c) of the meaning of Code or Section 4010(d)(2302(c) of ERISA), (or is reasonably likely to do so); (iv) no failure to make any required contribution to a Multiemployer Plan when due has occurred; (v) none of the Borrower Credit Parties, any of their respective Subsidiaries or any ERISA Affiliate has incurred (or is reasonably likely expected to incur) any liability to or on account of a Plan pursuant to Section 409, 502(i), 502(1502(l), 515, 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code or has been notified in writing that it will incur any liability under any of the foregoing Sections with respect to any Plan; (vi) no proceedings have been instituted (or are reasonably likely to be instituted) to terminate or to reorganize any Plan or to appoint a trustee to administer any Plan, and no written notice of any such proceedings has been given to any of the Borrower Credit Parties, any of their respective Subsidiaries or any ERISA Affiliate; and (vii) no lien Lien imposed under the Code or ERISA on the assets of any of the Borrower Credit Parties, any of their respective Subsidiaries or any ERISA Affiliate exists (or is reasonably likely to exist) nor has have the Borrower Credit Parties, any of their respective Subsidiaries or any ERISA Affiliate been notified in writing that such a lien Lien will be imposed on the assets of any of the Borrower Credit Parties, any of their respective Subsidiaries or any ERISA Affiliate on account of any Plan, except to the extent that a breach of any of the representations, warranties or agreements in this Section 8.11 (a) would not result, individually or in the aggregate, in an amount of liability that would be reasonably likely to have a Material Adverse Effect. No Pension Plan (other than a Multiemployer Plan) has an Unfunded Current Liability that wouldexceeds $1,000,000. No employee welfare benefit plan within the meaning of §3(1) or §3(2)(B) of ERISA of any Credit Party or any of their respective Subsidiaries, individually provides benefit coverage subsequent to termination of employment except as required by Title I, Subtitle B, Part 6 of ERISA or when taken together with any other liabilities referenced applicable state insurance laws. No liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in this Section 8.11(a)Part I of Subtitle E of Title IV of ERISA has been, be or is reasonably likely expected to have a Material Adverse Effectbe, incurred. With respect to Plans that are Multiemployer Plans any Foreign Plan, (as defined a) all employer and employee contributions required by applicable law or by the terms of such Foreign Plan have been made or, if applicable, accrued in Section 3(37accordance with normal accounting practices; (b) the accrued benefit obligations of ERISA), the representations and warranties in this Section 8.11(a), other than any made each Foreign Plan (based on those assumptions used to fund such Foreign Plan) with respect to (i) liability under Section 4201 or 4204 of ERISA or (ii) liability for termination or reorganization all current and former participants do not exceed the assets of such Plans under ERISA, are made Foreign Plan; (c) each Foreign Plan that is required to be registered has been registered and has been maintained in good standing and applicable regulatory authorities; and (d) each Foreign Plan is in compliance in all material respects with applicable law and regulations and with the best knowledge terms of the Borrowersuch Foreign Plan.

Compliance with ERISA. (a) Each Plan is in compliance with ERISA, the Code and any applicable Requirement of Law; no Reportable Event has occurred (or is reasonably likely to occur) with respect to any Plan; no Plan is insolvent or in reorganization (or is reasonably likely to be insolvent or in reorganization), and no written notice of any such insolvency or reorganization has been given to the Borrower any Credit Party, any Subsidiary or any ERISA Affiliate; no Plan (other than a Multiemployer Planmultiemployer plan) has an accumulated or waived funding deficiency (or is reasonably likely to have such a deficiency); on and after the effectiveness of the Pension Act, each Plan that is subject to Title IV of ERISA has satisfied the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, and there has been no determination that Credit Party nor any such Plan is, or is expected to be, in “at risk” status (within the meaning of Section 4010(d)(2) of ERISA); none of the Borrower or Subsidiary nor any ERISA Affiliate has incurred (or is reasonably likely expected to incur) any liability to or on account of a Plan pursuant to Section 409, 502(i), 502(1502(l), 515, 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code or has been notified in writing that it will incur any liability under any of the foregoing Sections with respect to any Plan; no proceedings have been instituted (or are reasonably likely to be instituted) to terminate or to reorganize any Plan or to appoint a trustee to administer any Plan, and no written notice of any such proceedings has been given to the Borrower any Credit Party, any Subsidiary or any ERISA Affiliate; and no lien imposed under the Code or ERISA on the assets of the Borrower any Credit Party, any Subsidiary or any ERISA Affiliate exists (or is reasonably likely to exist) nor has the Borrower any Credit Party, any Subsidiary or any ERISA Affiliate been notified in writing that such a lien will be imposed on the assets of the Borrower any Credit Party, any Subsidiary or any ERISA Affiliate on account of any Plan, except to the extent that a breach of any of the representations, warranties or agreements in this Section 8.11 (a) would not result, individually or in the aggregate, in an amount of liability that would be reasonably likely to have a Material Adverse EffectEffect or relates to any matter disclosed in the financial statements of the Borrower and its Subsidiaries contained in the Confidential Information Memorandum. No Plan (other than a Multiemployer Planmultiemployer plan) has an Unfunded Current Liability that would, individually or when taken together with any other liabilities referenced in this Section 8.11(a)8.11, be reasonably likely to have a Material Adverse Effect. With respect to Plans that are Multiemployer Plans multiemployer plans (as defined in Section 3(37) of ERISA), the representations and warranties in this Section 8.11(a)8.11, other than any made with respect to (i) liability under Section 4201 or 4204 of ERISA or (ii) liability for termination or reorganization of such Plans under ERISA, are made to the best knowledge of the Borrower.

Compliance with ERISA. (ai) Each Plan is in compliance with ERISA, the Code and any applicable Requirement of Law; no Reportable Event has occurred (or is reasonably likely to occur) with respect to any Plan; no Plan is insolvent or in reorganization (or is reasonably likely to be insolvent or in reorganization), and no written notice of any such insolvency or reorganization has been given to any of Holdings, the Borrower Borrower, any Subsidiary or any ERISA Affiliate; no Plan (other than a Multiemployer Planmultiemployer plan) has an accumulated or waived funding deficiency (or is reasonably likely to have such a deficiency); on and after the effectiveness of the Pension Act, each Plan that is subject to Title IV of ERISA has satisfied the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, and there has been no determination that any such Plan is, or is expected to be, in “at risk” status (within the meaning of Section 4010(d)(2) of ERISA); none of Holdings, the Borrower Borrower, any Subsidiary or any ERISA Affiliate has incurred (or is reasonably likely expected to incur) any liability to or on account of a Plan pursuant to Section 409, 502(i), 502(1502(l), 515, 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code or has been notified in writing that it will incur any liability under any of the foregoing Sections with respect to any Plan; no proceedings have been instituted (or are reasonably likely to be instituted) to terminate or to reorganize any Plan or to appoint a trustee to administer any Plan, and no written notice of any such proceedings has been given to any of Holdings, the Borrower Borrower, any Subsidiary or any ERISA Affiliate; and no lien imposed under the Code or ERISA on the assets of any of Holdings, the Borrower or any Subsidiary or any ERISA Affiliate exists (or is reasonably likely to exist) nor has Holdings, the Borrower Borrower, any Subsidiary or any ERISA Affiliate been notified in writing that such a lien will be imposed on the assets of any of Holdings, the Borrower Borrower, any Subsidiary or any ERISA Affiliate on account of any Plan, except to the extent that a breach of any of the representations, warranties or agreements in this Section 8.11 (a8.11(i) would not result, individually or in the aggregate, in an amount of liability that would be reasonably likely to have a Material Adverse EffectEffect or relates to any matter disclosed in the financial statements of the Borrower contained in the Confidential Information Memorandum. No Plan (other than a Multiemployer Planmultiemployer plan) has an Unfunded Current Liability that would, individually or when taken together with any other liabilities referenced in this Section 8.11(a8.11(i), be reasonably likely to have a Material Adverse Effect. With respect to Plans that are Multiemployer Plans multiemployer plans (as defined in Section 3(37) of ERISA), the representations and warranties in this Section 8.11(a8.11(i), other than any made with respect to (ia) liability under Section 4201 or 4204 of ERISA or (iib) liability for termination or reorganization of such Plans under ERISA, are made to the best knowledge of the Borrower.

Compliance with ERISA. (a) Each Plan is in compliance with ERISA, the Code and any applicable Requirement of Law; no Reportable Event has occurred (or is reasonably likely to occur) with respect to any Plan; no Plan is insolvent or in reorganization (or is reasonably likely to be insolvent or in reorganization), and no written notice of any such insolvency or reorganization has been given to the Borrower Borrower, any Subsidiary or any ERISA Affiliate; no Plan (other than a Multiemployer Planmultiemployer plan) has an accumulated or waived funding deficiency (or is reasonably likely to have such a deficiency); on and after the effectiveness of the Pension Act, each Plan that is subject to Title IV of ERISA has satisfied the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, and there has been no determination that any such Plan is, or is expected to be, in “at risk” status (within the meaning of Section 4010(d)(2) of ERISA); none of the Borrower Borrower, any Subsidiary or any ERISA Affiliate has incurred (or is reasonably likely expected to incur) any liability to or on account of a Plan pursuant to Section 409, 502(i), 502(1502(l), 515, 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code or has been notified in writing that it will incur any liability under any of the foregoing Sections with respect to any Plan; no proceedings have been instituted (or are reasonably likely to be instituted) to terminate or to reorganize any Plan or to appoint a trustee to administer any Plan, and no written notice of any such proceedings has been given to the Borrower Borrower, any Subsidiary or any ERISA Affiliate; and no lien imposed under the Code or ERISA on the assets of the Borrower or any Subsidiary or any ERISA Affiliate exists (or is reasonably likely to exist) nor has the Borrower Borrower, any Subsidiary or any ERISA Affiliate been notified in writing that such a lien will be imposed on the assets of the Borrower Borrower, any Subsidiary or any ERISA Affiliate on account of any Plan, except to the extent that a breach of any of the representations, warranties or agreements in this Section 8.11 (a) would not result, individually or in the aggregate, in an amount of liability that would be reasonably likely to have a Material Adverse EffectEffect or relates to any matter disclosed in the financial statements of the Borrower contained in the Confidential Information Memorandum. No Plan (other than a Multiemployer Planmultiemployer plan) has an Unfunded Current Liability that would, individually or when taken together with any other liabilities referenced in this Section 8.11(a)8.11, be reasonably likely to have a Material Adverse Effect. With respect to Plans that are Multiemployer Plans multiemployer plans (as defined in Section 3(37) of ERISA), the representations and warranties in this Section 8.11(a), other than any made with respect to (i) liability under Section 4201 or 4204 of ERISA or (ii) liability for termination or reorganization of such Plans under ERISA, are made to the best knowledge of the Borrower.

Compliance with ERISA. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: (a) Each each Pension Plan is in compliance with ERISA, the Code and any applicable Requirement of Applicable Law; (b) no Reportable Event has occurred (or is reasonably likely to occur); (c) with respect to any Plan; no Multiemployer Plan is insolvent or in reorganization “insolvent” within the meaning of Section 4245 of ERISA (or is reasonably likely to be insolvent or in reorganizationinsolvent), and no written notice of any such insolvency or reorganization has been given to any of Holdings, the Borrower Borrower, any of the Restricted Subsidiaries or any ERISA Affiliate; no Plan (other than d) none of Holdings, the Borrower, any of the Restricted Subsidiaries or any ERISA Affiliate has failed to satisfy the minimum funding standard under Section 412 of the Code and Section 302 of ERISA with respect to any Pension Plan, or has otherwise failed to make a required contribution to a Multiemployer Plan) has an accumulated , whether or not waived funding deficiency (or is reasonably likely to have fail to satisfy such a deficiencyminimum funding standard or make such required contribution); on and after the effectiveness of the (e) no Pension Act, each Plan that is subject to Title IV of ERISA has satisfied the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, and there has been no determination that any such Plan is, or is expected to be, in “at at-risk” status (within the meaning of Section 4010(d)(2) 430 of the Code or Section 303 of ERISA and no Multiemployer Plan is, or is expected to be, in “endangered or critical status” within the meaning of Section 432 of the Code or Section 305 of ERISA); (f) none of Holdings, the Borrower Borrower, any of the Restricted Subsidiaries or any ERISA Affiliate has incurred (or is reasonably likely to incur) any liability to or on account of a Pension Plan or Multiemployer Plan, as applicable, pursuant to Section 409, 502(i), 502(1502(l), 515, 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code or has been notified in writing that it will incur any liability under any of the foregoing Sections with respect to any Pension Plan or Multiemployer Plan; (g) no proceedings by the PBGC have been instituted (or are reasonably likely to be instituted) to terminate or to reorganize any Pension Plan or Multiemployer Plan or to appoint a trustee to administer any Pension Plan or Multiemployer Plan, and no written notice of any such proceedings has been given to any of Holdings, the Borrower Borrower, any of the Restricted Subsidiaries or any ERISA Affiliate; and no lien (h) the conditions for imposition of a Lien that could be imposed under the Code or ERISA on the assets of any of Holdings, the Borrower Borrower, any of the Restricted Subsidiaries or any ERISA Affiliate exists with respect to a Pension Plan do not exist (or is are not reasonably likely to exist) nor has Holdings, the Borrower Borrower, any of the Restricted Subsidiaries or any ERISA Affiliate been notified in writing that such a lien will be imposed on the assets of any of Holdings, the Borrower Borrower, any of the Restricted Subsidiaries or any ERISA Affiliate on account of any Pension Plan; and (i) each Foreign Plan is in compliance with Applicable Laws (including funding requirements under such Applicable Laws), except and no proceedings have been instituted to terminate any Foreign Plan which would reasonably be expected to give rise to liability for Holdings, the extent that a breach of Borrower or any of the representations, warranties or agreements in this Section 8.11 (a) would not result, individually or in the aggregate, in an amount of liability that would be reasonably likely to have a Material Adverse EffectRestricted Subsidiary. No Pension Plan (other than a Multiemployer Plan) has an Unfunded Current Liability that would, individually or when taken together with any other liabilities incurred or reasonably likely to be incurred by Holdings, the Borrower, any of the Restricted Subsidiaries or any ERISA Affiliate as referenced in this Section 8.11(a)8.11, be reasonably likely to have a Material Adverse Effect. With respect to Plans that are Multiemployer Plans (as defined in Section 3(37) of ERISA)Plans, the representations and warranties in this Section 8.11(a)8.11, other than any made with respect to (i) liability under Section 4201 or 4204 of ERISA ERISA, (ii) any contribution required to be made, or (iiiii) liability for termination or reorganization of any such Plans Multiemployer Plan under ERISA, are made to the best knowledge of the Borrower.

Compliance with ERISA. (a) Each Employee Benefit Plan is in compliance with ERISA, the Code and any applicable Requirement of Applicable Law; no Reportable Event has occurred (or is reasonably likely to occur) with respect to any Plan; no Multiemployer Plan is insolvent or in reorganization (or is reasonably likely to be insolvent or in reorganization), and no written notice of any such insolvency or reorganization has been given to the Borrower or any ERISA Affiliate; no Plan (other than a Multiemployer Plan) has an accumulated or waived funding deficiency (or is reasonably likely to have such a deficiency); on and after the effectiveness of the Pension Act, each Plan that is subject to Title IV of ERISA has satisfied the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, and there has been no determination that any such Plan is, or is expected to be, in “at risk” status (within the meaning of Section 4010(d)(2) of ERISA); none of the Borrower or any ERISA Affiliate has incurred (or is reasonably likely to incur) any liability to or on account of a Plan pursuant to Section 409, 502(i), 502(1502(l), 515, 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code or has been notified in writing that it will incur any liability under any of the foregoing Sections with respect to any PlanCode; no proceedings have been instituted (or are reasonably likely to be instituted) to terminate or to reorganize any Plan or to appoint a trustee to administer any Plan, and no written notice of any such proceedings has been given to the Borrower or any ERISA Affiliate; and no lien Lien imposed under the Code or ERISA on the assets of the Borrower or any ERISA Affiliate exists (or is reasonably likely to exist) nor has the Borrower or any ERISA Affiliate been notified in writing that such a lien Lien will be imposed on the assets of the Parent, US Holdings, the Borrower or any ERISA Affiliate on account of any Plan, except to the extent that a breach of any of the representations, warranties or agreements in this Section 8.11 (a8.11(a) would not result, individually or in the aggregate, in an amount of liability that would be reasonably likely to have a Material Adverse Effect. No Plan (other than a Multiemployer Plan) has an Unfunded Current Liability that would, individually or when taken together with any other liabilities referenced in this Section 8.11(a), be reasonably likely to have a Material Adverse Effect. With respect to Plans that are Multiemployer Plans (as defined in Section 3(37) of ERISA)Plans, the representations and warranties in this Section 8.11(a), other than any made with respect to (i) liability under Section 4201 or 4204 of ERISA or (ii) liability for termination or reorganization of such Multiemployer Plans under ERISA, are made to the best knowledge of the Borrower.

Compliance with ERISA. Except as could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect: (ai) Each each Plan is in compliance with ERISA, the Code and any applicable Requirement of Applicable Law; (ii) no Reportable Event has occurred (or is reasonably likely to occur) with respect to any Pension Plan; (iii) each Plan that is intended to qualify under Section 401(a) of the Code has received a favorable determination, opinion or advisory letter from the Internal Revenue Service; (iv) no Multiemployer Plan is insolvent or in reorganization endangered or critical status within the meaning of Section 432 of the Code (or is reasonably likely to be insolvent or in reorganizationinsolvent), and no written notice of any such insolvency or reorganization has been given to any of the Borrower Credit Parties, any of their respective Subsidiaries or any ERISA Affiliate; (v) no Plan (other than a Multiemployer Plan) has an accumulated or waived funding deficiency (or is reasonably likely to have such a deficiency); on and after the effectiveness of the Pension Act, each Plan that is subject to Title IV of ERISA has satisfied the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, and there has been no determination that any such Plan is, or is reasonably expected to be, in “at risk” status (within as defined in Section 430 of the meaning of Code or Section 4010(d)(2) 303 of ERISA); (vi) no Pension Plan has failed to satisfy the minimum funding standard of Section 412 of the Code or Section 302 of ERISA (whether or not waived in accordance with Section 412(c) of the Code or Section 302(c) of ERISA) (or is reasonably likely to do so); (vii) no failure to make any required installment under Section 430(j) of the Code with respect to any Pension Plan or any failure of a Credit Party, any of their respective Subsidiaries or any ERISA Affiliate to make any required contribution to a Multiemployer Plan when due has occurred; (viii) none of the Borrower Credit Parties, any of their respective Subsidiaries or any ERISA Affiliate has incurred (or is reasonably likely expected to incur) any liability to or on account of a Pension Plan or a Multiemployer Plan pursuant to Section 409, 502(i), 502(1), 515, 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code or has been notified in writing that it will incur any liability under any of the foregoing Sections with respect to any Pension Plan or Multiemployer Plan; and (ix) no proceedings have been instituted (or are reasonably likely to be instituted) to terminate or to reorganize any Pension Plan or to appoint a trustee to administer any Pension Plan, and no written notice of any such proceedings has been given to any of the Borrower Credit Parties, any of their respective Subsidiaries or any ERISA Affiliate; and . Except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, no lien Lien imposed under the Code or ERISA on the assets of any of the Borrower Credit Parties, any of their respective Subsidiaries or any ERISA Affiliate on account of a Pension Plan or Multiemployer Plan exists (or is reasonably likely to exist) nor has have the Borrower Credit Parties, any of their respective Subsidiaries or any ERISA Affiliate been notified in writing that such a lien Lien will be imposed on the assets of any of the Borrower Credit Parties, any of their respective Subsidiaries or any ERISA Affiliate on account of any Pension Plan or Multiemployer Plan, except to the extent that a breach of any of the representations, warranties or agreements in this Section 8.11 (a) would not result, individually or in the aggregate, in . No Pension Plan has an amount of liability Unfunded Current Liability that would reasonably be reasonably likely expected to have result in a Material Adverse Effect. No Plan (other than material liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan) has an Unfunded Current Liability that would, individually or when taken together with any other liabilities referenced in this Section 8.11(a), be reasonably likely to have a Material Adverse Effect. With respect to Plans that as such terms are Multiemployer Plans (as defined in Section 3(37) Part I of ERISA), the representations and warranties in this Section 8.11(a), other than any made with respect to (i) liability under Section 4201 or 4204 Subtitle E of Title IV of ERISA has been, or (ii) liability for termination or reorganization is reasonably expected to be, incurred by any Credit Party, any of such Plans under ERISA, are made to the best knowledge of the Borrowertheir respective Subsidiaries.

Compliance with ERISA. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: (a) Each each Pension Plan is in compliance with ERISA, the Code and any applicable Requirement of Applicable Law; (b) no Reportable Event has occurred (or is reasonably likely to occur); (c) with respect to any Plan; no Multiemployer Plan is insolvent or in reorganization “insolvent” within the meaning of Section 4245 of ERISA (or is reasonably likely to be insolvent or in reorganizationinsolvent), and no written notice of any such insolvency or reorganization has been given to any of the Borrower Borrower, any of the Restricted Subsidiaries or any ERISA Affiliate; no Plan (other than d) none of the Borrower, any of the Restricted Subsidiaries or any ERISA Affiliate has failed to make a required contribution to a Multiemployer Plan) has an accumulated , whether or not waived funding deficiency (or is reasonably likely to have fail to make such a deficiencyrequired contribution); on and after the effectiveness of the (e) no Pension Act, each Plan that is subject to Title IV of ERISA has satisfied the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, and there has been no determination that any such Plan is, or is expected to be, in “at at-risk” status (within the meaning of Section 4010(d)(2) 430 of the Code or Section 303 of ERISA and no Multiemployer Plan is, or is expected to be, in “endangered or critical status” within the meaning of Section 432 of the Code or Section 305 of ERISA); (f) none of the Borrower Borrower, any of the Restricted Subsidiaries or any ERISA Affiliate has incurred (or is reasonably likely to incur) any liability to or on account of a Pension Plan or Multiemployer Plan, as applicable, pursuant to Section 409, 502(i), 502(1502(l), 515, 4062, 4063, 4064, 4069, 4201 4201, 4204 or 4204 4212(c) of ERISA or Section 4971 or 4975 of the Code or has been notified in writing that it will incur any liability under any of the foregoing Sections with respect to any Pension Plan or Multiemployer Plan; (g) no proceedings by the PBGC have been instituted (or are reasonably likely to be instituted) to terminate or to reorganize any Pension Plan or Multiemployer Plan or to appoint a trustee to administer any Pension Plan or Multiemployer Plan, and no written notice of any such proceedings has been given to any of the Borrower Borrower, any of the Restricted Subsidiaries or any ERISA Affiliate; and no lien (h) the conditions for imposition of a Lien that could be imposed under the Code or ERISA on the assets of any of the Borrower Borrower, any of the Restricted Subsidiaries or any ERISA Affiliate exists with respect to a Pension Plan do not exist (or is and are not reasonably likely to exist) nor has the Borrower Borrower, any of the Restricted Subsidiaries or any ERISA Affiliate been notified in writing that such a lien will be imposed on the assets of any of the Borrower Borrower, any of the Restricted Subsidiaries or any ERISA Affiliate on account of any Pension Plan; and (i) each Foreign Plan is in compliance with Applicable Laws (including funding requirements under such Applicable Laws), except and no proceedings have been instituted to terminate any Foreign Plan which would reasonably be expected to give rise to liability for the extent that a breach of Borrower or any of the representations, warranties or agreements in this Section 8.11 (a) would not result, individually or in the aggregate, in an amount of liability that would be reasonably likely to have a Material Adverse EffectRestricted Subsidiary. No Pension Plan (other than a Multiemployer Plan) has an Unfunded Current Liability that would, individually or when taken together with any other liabilities incurred or reasonably likely to be incurred by the Borrower, any of the Restricted Subsidiaries or any ERISA Affiliate as referenced in this Section 8.11(a)8.11, be reasonably likely to have a Material Adverse Effect. With respect to Plans that are Multiemployer Plans (as defined in Section 3(37) of ERISA)Plans, the representations and warranties in this Section 8.11(a)8.11, other than any made with respect to (i) liability under Section 4201 4201, 4204 or 4204 4212(c) of ERISA ERISA, (ii) any contribution required to be made, or (iiiii) liability for termination or reorganization of any such Plans Multiemployer Plan under ERISA, are made to the best knowledge of the Borrower.

Compliance with ERISA. (a) Each Plan is in compliance with ERISA, the Code and any applicable Requirement of Law; no Reportable Event has occurred (or is reasonably likely to occur) with respect to any Plan; no Plan is insolvent or in reorganization (or is reasonably likely to be insolvent or in reorganization), and no written notice of any such insolvency or reorganization has been given to the Borrower Borrower, any Subsidiary or any ERISA Affiliate; no Plan (other than a Multiemployer Plan) failure to satisfy the minimum funding standard under Section 430 of the Code, whether or not waived, has an accumulated or waived funding deficiency occurred (or is reasonably likely to have such a deficiency); on and after the effectiveness of the Pension Act, each Plan that is subject to Title IV of ERISA has satisfied the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, and there has been no determination that any such Plan is, or is expected to be, in “at risk” status (within the meaning of Section 4010(d)(2occur) of ERISA)with respect to a Plan or failure to make a required contribution to a Multiemployer Plan; none of the Borrower Borrower, any Subsidiary or any ERISA Affiliate has incurred (or is reasonably likely expected to incur) any liability to or on account of a Plan pursuant to Section 409, 502(i), 502(1502(l), 515, 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code or has been notified in writing that it will incur any liability under any of the foregoing Sections with respect to any Plan; no proceedings have been instituted (or are reasonably likely to be instituted) to terminate or to reorganize any Plan or to appoint a trustee to administer any Plan, and no written notice of any such proceedings has been given to the Borrower Borrower, any Subsidiary or any ERISA Affiliate; and no lien imposed under the Code or ERISA on the assets of the Borrower or any Subsidiary or any ERISA Affiliate exists (or is reasonably likely to exist) nor has the Borrower Borrower, any Subsidiary or any ERISA Affiliate been notified in writing that such a lien will be imposed on the assets of the Borrower Borrower, any Subsidiary or any ERISA Affiliate on account of any Plan, except to the extent that a breach of any of the representations, warranties or agreements in this Section 8.11 (a) would not result, individually or in the aggregate, in an amount of liability that would be reasonably likely to have a Material Adverse EffectEffect or relates to any matter disclosed in the financial statements of the Borrower contained in the Confidential Information Memorandum. No Plan (other than a Multiemployer Planmultiemployer plan) has an Unfunded Current Liability that would, individually or when taken together with any other liabilities referenced in this Section 8.11(a)8.11, be reasonably likely to have a Material Adverse Effect. With respect to Plans that are Multiemployer Plans multiemployer plans (as defined in Section 3(37) of ERISA), the representations and warranties in this Section 8.11(a), other than any made with respect to (i) liability under Section 4201 or 4204 of ERISA or required contributions to a Multiemployer Plan or (ii) liability for termination or reorganization of such Plans under ERISA, are made to the best knowledge of the Borrower.

Compliance with ERISA. (a) Each Plan is in compliance with ERISA, the Code and any applicable Requirement of Law; no Reportable Event has occurred (or is reasonably likely to occur) with respect to any Plan; no Plan is insolvent or in reorganization (or is reasonably likely to be insolvent or in reorganization), and no written notice of any such insolvency or reorganization has been given to the Borrower or any ERISA Affiliate; no Plan (other than a Multiemployer Plan) has an accumulated or waived funding deficiency (or is reasonably likely to have such a deficiency); on and after the effectiveness of the Pension Act, each Plan that is subject to Title IV of ERISA has satisfied the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, and there has been no determination that any such Plan is, or is expected to be, in “at risk” status (within the meaning of Section 4010(d)(2) of ERISA); none of the Borrower or any ERISA Affiliate has incurred (or is reasonably likely to incur) any liability to or on account of a Plan pursuant to Section 409, 502(i), 502(1), 515, 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code or has been notified in writing that it will incur any liability under any of the foregoing Sections with respect to any Plan; no proceedings have been instituted (or are reasonably likely to be instituted) to terminate or to reorganize any Plan or to appoint a trustee to administer any Plan, and no written notice of any such proceedings has been given to the Borrower or any ERISA Affiliate; and no lien imposed under the Code or ERISA on the assets of the Borrower or any ERISA Affiliate exists (or is reasonably likely to exist) nor has the Borrower or any ERISA Affiliate been notified in writing that such a lien will be imposed on the assets of the Borrower or any ERISA Affiliate on account of any Plan, except to the extent that a breach of any of the representations, warranties or agreements in this Section 8.11 (a8.11(a) would not result, individually or in the aggregate, in an amount of liability that would be reasonably likely to have a Material Adverse Effect. No Plan (other than a Multiemployer Plan) has an Unfunded Current Liability that would, individually or when taken together with any other liabilities referenced in this Section 8.11(a), be reasonably likely to have a Material Adverse Effect. With respect to Plans that are Multiemployer Plans (as defined in Section 3(37) of ERISA), the representations and warranties in this Section 8.11(a), other than any made with respect to (i) liability under Section 4201 or 4204 of ERISA or (ii) liability for termination or reorganization of such Plans under ERISA, are made to the best knowledge of the Borrower.

Compliance with ERISA. (a) Each Plan is in compliance with ERISA, the Code and any applicable Requirement of Law; no Reportable Event has occurred (or is reasonably likely to occur) with respect to any Plan; no Plan is insolvent or in reorganization (or is reasonably likely to be insolvent or in reorganizationinsolvent), and no written notice of any such insolvency or reorganization has been given to the Borrower or any ERISA Affiliate; no Plan (other than a Multiemployer Planmultiemployer plan) has an accumulated or waived funding deficiency (or is reasonably likely to have such a deficiency); on and after the effectiveness of the Pension Act, each Plan that is subject to Title IV of ERISA has satisfied the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, and there has been no determination that any such Plan is, or is expected to be, in “at risk” status (within the meaning of Section 4010(d)(2) of ERISA); none of the Borrower or any ERISA Affiliate has incurred (or is reasonably likely to incur) any liability to or on account of a Plan pursuant to Section 409, 502(i), 502(1502(l), 515, 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code or has been notified in writing that it will incur any liability under any of the foregoing Sections with respect to any Plan; no proceedings have been instituted (or are reasonably likely to be instituted) to terminate or to reorganize any Plan or to appoint a trustee to administer any Plan, and no written notice of any such proceedings has been given to the Borrower or any ERISA Affiliate; and no lien imposed under the Code or ERISA on the assets of the Borrower or any ERISA Affiliate exists (or is reasonably likely to exist) nor has the Borrower or any ERISA Affiliate been notified in writing that such a lien will be imposed on the assets of the Borrower or any ERISA Affiliate on account of any Plan, except to the extent that a breach of any of the representations, warranties or agreements in this Section 8.11 (a8.11(a) would not result, individually or in the aggregate, in an amount of liability that would be reasonably likely to have a Material Adverse Effect. No Plan (other than a Multiemployer Planmultiemployer plan) has an Unfunded Current Liability that would, individually or when taken together with any other liabilities referenced in this Section 8.11(a), be reasonably likely to have a Material Adverse Effect. With respect to Plans that are Multiemployer Plans multiemployer plans (as defined in Section 3(37) of ERISA), the representations and warranties in this Section 8.11(a), other than any made with respect to (i) liability under Section 4201 or 4204 of ERISA or (ii) liability for termination or reorganization of such Plans under ERISA, are made to the best knowledge of the Borrower.

Compliance with ERISA. (a) Each Plan is in compliance with ERISA, the Code and any applicable Requirement of Law; no Reportable Event has occurred (or is reasonably likely to occur) with respect to any Plan; no Plan is insolvent or in reorganization (or is reasonably likely to be insolvent or in reorganization), and no written notice of any such insolvency or reorganization has been given to the Borrower Borrower, any Subsidiary or any ERISA Affiliate; no Plan (other than a Multiemployer Planmultiemployer plan) has an accumulated or waived funding deficiency (or is reasonably likely to have such a deficiency); on and after the effectiveness of the Pension Act, each Plan that is subject to Title IV of ERISA has satisfied the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, and there has been no determination that any such Plan is, or is expected to be, in “at risk” status (within the meaning of Section 4010(d)(2) of ERISA); none of neither the Borrower or nor any Subsidiary nor any ERISA Affiliate has incurred (or is reasonably likely expected to incur) any liability to or on account of a Plan pursuant to Section 409, 502(i), 502(1502(l), 515, 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code or has been notified in writing that it will incur any liability under any of the foregoing Sections with respect to any Plan; no proceedings have been instituted (or are reasonably likely to be instituted) to terminate or to reorganize any Plan or to appoint a trustee to administer any Plan, and no written notice of any such proceedings has been given to the Borrower Borrower, any Subsidiary or any ERISA Affiliate; and no lien imposed under the Code or ERISA on the assets of the Borrower or any Subsidiary or any ERISA Affiliate exists (or is reasonably likely to exist) nor has the Borrower Borrower, any Subsidiary or any ERISA Affiliate been notified in writing that such a lien will be imposed on the assets of the Borrower Borrower, any Subsidiary or any ERISA Affiliate on account of any Plan, except to the extent that a breach of any of the foregoing representations, warranties or agreements in this Section 8.11 (a) would not result, individually or in the aggregate, in an amount of liability that would be reasonably likely to have a Material Adverse Effect. No Plan (other than a Multiemployer Planmultiemployer plan) has an Unfunded Current Liability that would, individually or when taken together with any other liabilities referenced in this Section 8.11(a)8.11, be reasonably likely to have a Material Adverse Effect. With respect to Plans that are Multiemployer Plans multiemployer plans (as defined in Section 3(37) of ERISA), the representations and warranties in this Section 8.11(a)8.11, other than any made with respect to (ia) liability under Section 4201 or 4204 of ERISA or (iib) liability for termination or reorganization of such Plans under ERISA, are made to the best knowledge of the Borrower.

Compliance with ERISA. (a) Each Plan is in compliance with ERISA, the Code and any applicable Requirement of Law; no Reportable Event has occurred (or is reasonably likely to occur) with respect to any Plan; no Plan is insolvent or in reorganization (or is reasonably likely to be insolvent or in reorganization), and no written notice of any such insolvency or reorganization has been given to the Borrower Borrower, any Subsidiary or any ERISA Affiliate; no Plan (other than a Multiemployer Planmultiemployer plan) has an accumulated or waived funding deficiency (or is reasonably likely to have such a deficiency); on and after the effectiveness of the Pension Act, each Plan that is subject to Title IV of ERISA has satisfied the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, and there has been no determination that any such Plan is, or is expected to be, in “at risk” status (within the meaning of Section 4010(d)(2) of ERISA); none of neither the Borrower or nor any Subsidiary nor any ERISA Affiliate has incurred (or is reasonably likely to incur) any liability to or on account of a Plan pursuant to Section 409, 502(i), 502(1502(l), 515, 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code or has been notified in writing that it will incur any liability under any of the foregoing Sections with respect to any Plan; no proceedings have been instituted (or are reasonably likely to be instituted) to terminate or to reorganize any Plan or to appoint a trustee to administer any Plan, and no written notice of any such proceedings has been given to the Borrower Borrower, any Subsidiary or any ERISA Affiliate; and no lien imposed under the Code or ERISA on the assets of the Borrower or any Subsidiary or any ERISA Affiliate exists (or is reasonably likely to exist) nor has the Borrower Borrower, any Subsidiary or any ERISA Affiliate been notified in writing that such a lien will be imposed on the assets of the Borrower Borrower, any Subsidiary or any ERISA Affiliate on account of any Plan, except to the extent that a breach of any of the foregoing representations, warranties or agreements in this Section 8.11 (a) would not result, individually or in the aggregate, in an amount of liability that would be reasonably likely to have a Material Adverse Effect. No Plan (other than a Multiemployer Planmultiemployer plan) has an Unfunded Current Liability that would, individually or when taken together with any other liabilities referenced in this Section 8.11(a)8.11, be reasonably likely to have a Material Adverse Effect. With respect to Plans that are Multiemployer Plans multiemployer plans (as defined in Section 3(37) of ERISA), the representations and warranties in this Section 8.11(a)8.11, other than any made with respect to (ia) liability under Section 4201 or 4204 of ERISA or (iib) liability for termination or reorganization of such Plans under ERISA, are made to the best knowledge of the Borrower.

Compliance with ERISA. (a) Except to the extent that a breach of any of the representations or warranties in this Section 8.12(a) would not result, individually or in the aggregate, in an amount of liability that would be reasonably likely to have a Material Adverse Effect: (i) Each Plan is in compliance with ERISA, the Code and any applicable Requirement of Law; (ii) no Reportable Event has occurred (or is reasonably likely to occur) with respect to any Plan; no Plan is insolvent or in reorganization (or is reasonably likely to be insolvent or in reorganization), and iii) no written notice of any such insolvency or reorganization has been given to the Borrower or or, to the knowledge of the Borrower, any ERISA Affiliate; no Plan (other than Affiliate that a Multiemployer PlanPlan is in insolvency pursuant to Section 4245 of ERISA or that it is in endangered, critical or critical and endangered status pursuant to Section 305 of ERISA; (iv) has an accumulated or waived funding deficiency (or is reasonably likely to have such a deficiency); on and after the effectiveness of the Pension Act, each Plan that is subject to Title IV of ERISA has satisfied the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, and there has been no determination that any such Plan is, or is expected to be, in “at risk” status (within the meaning of Section 4010(d)(2303(i)(4) of ERISA); (v) none of the Borrower or any ERISA Affiliate has incurred (or is reasonably likely to incur) any liability to or on account of a Plan or Multiemployer Plan pursuant to Section 409, 502(i), 502(1502(l), 515, 4062, 4063, 4064, 4069, 4201 4201, 4204, or 4204 4212(c) of ERISA or Section 4971 or 4975 of the Code or nor has the Borrower or, to the knowledge of the Borrower, any ERISA Affiliate, been notified in writing that it will incur any liability under any of the foregoing Sections with respect to any Plan or Multiemployer Plan; (vi) no proceedings have been instituted (or are reasonably likely to be instituted) to terminate or to reorganize any Plan or Multiemployer Plan or to appoint a trustee to administer any Plan or Multiemployer Plan, and no written notice of any such proceedings has been given to the Borrower or or, to the knowledge of the Borrower, any ERISA Affiliate; (vii) neither the Borrower nor any ERISA Affiliate has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due that are unpaid; (viii) and no lien imposed under the Code or ERISA on the assets of the Borrower or any ERISA Affiliate exists (or is reasonably likely to exist) nor has the Borrower or or, to the knowledge of the Borrower, any ERISA Affiliate been notified in writing that such a lien will be imposed on the assets of the Borrower or any ERISA Affiliate on account of any Plan or Multiemployer Plan, except to the extent that a breach of any of the representations, warranties or agreements in this Section 8.11 (a) would not result, individually or in the aggregate, in an amount of liability that would be reasonably likely to have a Material Adverse Effect. No Plan (other than a Multiemployer Plan) has an Unfunded Current Liability that would, individually or when taken together with any other liabilities referenced in this Section 8.11(a8.12(a), be reasonably likely to have a Material Adverse Effect. With respect to Plans that are Multiemployer Plans (as defined in Section 3(37) of ERISA)Plans, the representations and warranties in this Section 8.11(a8.12(a), other than any made with respect to (i) liability under Section 4201 or 4204 of ERISA or (ii) liability for termination or reorganization of such Plans under ERISA, are made to the best knowledge of the Borrower.

Compliance with ERISA. (a) Each Plan is in compliance with ERISA, the Code and any applicable Requirement of Law; no Reportable Event has occurred (or is reasonably likely to occur) with respect to any Plan; no Plan is insolvent or in reorganization (or is reasonably likely to be insolvent or in reorganization), and no written notice of any such insolvency or reorganization has been given to the Borrower Borrower, any Subsidiary or any ERISA Affiliate; no Plan (other than a Multiemployer Planmultiemployer plan) has an accumulated or waived funding deficiency (or is reasonably likely to have such a deficiency); on and after the effectiveness of the Pension Act, each Plan that is subject to Title IV of ERISA has satisfied the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, and there has been no determination that any such Plan is, or is expected to be, in “at risk” status (within the meaning of Section 4010(d)(2) of ERISA); none of the Borrower Borrower, any Subsidiary or any ERISA Affiliate has incurred (or is reasonably likely expected to incur) any liability to or on account of a Plan pursuant to Section 409, 502(i), 502(1502(l), 515, 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code or has been notified in writing that it will incur any liability under any of the foregoing Sections with respect to any Plan; no proceedings have been instituted (or are reasonably likely to be instituted) to terminate or to reorganize any Plan or to appoint a trustee to administer any Plan, and no written notice of any such proceedings has been given to the Borrower Borrower, any Subsidiary or any ERISA Affiliate; and no lien imposed under the Code or ERISA on the assets of the Borrower or any Subsidiary or any ERISA Affiliate exists (or is reasonably likely to exist) nor has the Borrower Borrower, any Subsidiary or any ERISA Affiliate been notified in writing that such a lien will be imposed on the assets of the Borrower Borrower, any Subsidiary or any ERISA Affiliate on account of any Plan, except to the extent that a breach of any of the representations, warranties or agreements in this Section 8.11 (a) would not result, individually or in the aggregate, in an amount of liability that would be reasonably likely to have a Material Adverse Effect. No Plan (other than a Multiemployer Planmultiemployer plan) has an Unfunded Current Liability that would, individually or when taken together with any other liabilities referenced in this Section 8.11(a)8.11, be reasonably likely to have a Material Adverse Effect. With respect to Plans that are Multiemployer Plans multiemployer plans (as defined in Section 3(37) of ERISA), the representations and warranties in this Section 8.11(a), other than any made with respect to (i) liability under Section 4201 or 4204 of ERISA or (ii) liability for termination or reorganization of such Plans under ERISA, are made to the best knowledge of the Borrower.

Compliance with ERISA. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: (a) Each each Pension Plan is in compliance with ERISA, the Code and any applicable Requirement of Applicable Law; (b) no Reportable Event has occurred (or is reasonably likely to occur); (c) with respect to any Plan; no Multiemployer Plan is insolvent or in reorganization “insolvent” within the meaning of Section 4245 of ERISA (or is reasonably likely to be insolvent or in reorganizationinsolvent), and no written notice of any such insolvency or reorganization has been given to any of the Borrower Borrower, any of the Restricted Subsidiaries or any ERISA Affiliate; no Plan (other than d) none of the Borrower, any of the Restricted Subsidiaries or any ERISA Affiliate has failed to make a required contribution to a Multiemployer Plan) has an accumulated , whether or not waived funding deficiency (or is reasonably likely to have fail to make such a deficiencyrequired contribution); on and after the effectiveness of the (e) no Pension Act, each Plan that is subject to Title IV of ERISA has satisfied the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, and there has been no determination that any such Plan is, or is expected to be, in “at at-risk” status (within the meaning of Section 4010(d)(2) 430 of the Code or Section 303 of ERISA and no Multiemployer Plan is, or is expected to be, in “endangered or critical status” within the meaning of Section 432 of the Code or Section 305 of ERISA); (f) none of the Borrower Borrower, any of the Restricted Subsidiaries or any ERISA Affiliate has incurred (or is reasonably likely to incur) any liability to or on account of a Pension Plan or Multiemployer Plan, as applicable, pursuant to Section 409, 502(i), 502(1502(l), 515, 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code or has been notified in writing that it will incur any liability under any of the foregoing Sections with respect to any Pension Plan or Multiemployer Plan; (g) no proceedings by the PBGC have been instituted (or are reasonably likely to be instituted) to terminate or to reorganize any Pension Plan or Multiemployer Plan or to appoint a trustee to administer any Pension Plan or Multiemployer Plan, and no written notice of any such proceedings has been given to any of the Borrower Borrower, any of the Restricted Subsidiaries or any ERISA Affiliate; and no lien (h) the conditions for imposition of a Lien that could be imposed under the Code or ERISA on the assets of any of the Borrower Borrower, any of the Restricted Subsidiaries or any ERISA Affiliate exists with respect to a Pension Plan do not exist (or is are not reasonably likely to exist) nor has the Borrower Borrower, any of the Restricted Subsidiaries or any ERISA Affiliate been notified in writing that such a lien will be imposed on the assets of any of the Borrower Borrower, any of the Restricted Subsidiaries or any ERISA Affiliate on account of any Pension Plan; and (i) each Foreign Plan is in compliance with Applicable Laws (including funding requirements under such Applicable Laws), except and no proceedings have been instituted to terminate any Foreign Plan which would reasonably be expected to give rise to liability for the extent that a breach of Borrower or any of the representations, warranties or agreements in this Section 8.11 (a) would not result, individually or in the aggregate, in an amount of liability that would be reasonably likely to have a Material Adverse EffectRestricted Subsidiary. No Pension Plan (other than a Multiemployer Plan) has an Unfunded Current Liability that would, individually or when taken together with any other liabilities incurred or reasonably likely to be incurred by the Borrower, any of the Restricted Subsidiaries or any ERISA Affiliate as referenced in this Section 8.11(a)8.11, be reasonably likely to have a Material Adverse Effect. With respect to Plans that are Multiemployer Plans (as defined in Section 3(37) of ERISA)Plans, the representations and warranties in this Section 8.11(a)8.11, other than any made with respect to (i) liability under Section 4201 or 4204 of ERISA ERISA, (ii) any contribution required to be made, or (iiiii) liability for termination or reorganization of any such Plans Multiemployer Plan under ERISA, are made to the best knowledge of the Borrower.

Compliance with ERISA. (a) Each Plan is in compliance with ERISA, the Code and any applicable Requirement of Law; no Reportable Event has occurred (or is reasonably likely to occur) with respect to any Plan; no Plan is insolvent or in reorganization (or is reasonably likely to be insolvent or in reorganization), and no written notice of any such insolvency or reorganization with respect to a Multiemployer Plan has been given to the Borrower or any ERISA Affiliate; no Plan (other than a Multiemployer Plan) has an accumulated or waived funding deficiency (or is reasonably likely to have such a deficiency); on and after the effectiveness of the Pension Act, each Plan that is subject to Title IV of ERISA has satisfied the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, and there has been no determination that any such Plan is, or is expected to be, in “at risk” status (within the meaning of Section 4010(d)(2) of ERISA); none of the Borrower or any ERISA Affiliate has incurred (or is reasonably likely to incur) any liability to or on account of a Plan or Multiemployer Plan pursuant to Section 409, 502(i), 502(1502(l), 515, 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code or has been notified in writing that it will incur any liability under any of the foregoing Sections with respect to any Plan or Multiemployer Plan; no proceedings have been instituted (or are reasonably likely to be instituted) to terminate or to reorganize any Plan or Multiemployer Plan or to appoint a trustee to administer any Plan or Multiemployer Plan, and no written notice of any such proceedings has been given to the Borrower or any ERISA Affiliate; and no lien imposed under the Code or ERISA on the assets of the Borrower or any ERISA Affiliate exists (or is reasonably likely to exist) nor has the Borrower or any ERISA Affiliate been notified in writing that such a lien will be imposed on the assets of the Borrower or any ERISA Affiliate on account of any Plan or Multiemployer Plan, except to the extent that a breach of any of the representations, warranties or agreements agreement in this Section 8.11 (a8.11(a) would not result, individually or in the aggregate, in an amount of liability that would be reasonably likely to have a Material Adverse Effect. No Plan (other than a Multiemployer Plan) has an Unfunded Current Liability that would, individually or when taken together with any other liabilities referenced in this Section 8.11(a), be reasonably likely to have a Material Adverse Effect. With respect to Plans that are Multiemployer Plans (as defined in Section 3(37) of ERISA)Plans, the representations and warranties in this Section 8.11(a), other than any made with respect to (i) liability under Section 4201 or 4204 of ERISA or (ii) liability for termination or reorganization of such Plans under ERISA, are made to the best knowledge of the Borrower.

Compliance with ERISA. (a) Each Plan is in compliance with ERISA, the Code and any applicable Requirement of Applicable Law; no Reportable Event has occurred (or is reasonably likely to occur) with respect to any Plan; no Plan is insolvent or in reorganization (or is reasonably likely to be insolvent or in reorganization), and no written notice of any such insolvency or reorganization has been given to any of the Borrower Borrower, any Subsidiary thereof or any ERISA Affiliate; no Plan (other than a Multiemployer Planmultiemployer plan) has an accumulated or waived funding deficiency (or is reasonably likely to have such a deficiency); on and after the effectiveness of the Pension Act, each Plan that is subject to Title IV of ERISA has satisfied the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, and there has been no determination that any such Plan is, or is expected to be, in “at risk” status (within the meaning of Section 4010(d)(2) of ERISA); none of the Borrower Holdings, any Subsidiary thereof or any ERISA Affiliate has incurred (or is reasonably likely expected to incur) any liability to or on account of a Plan pursuant to Section 409, 502(i), 502(1502(l), 515, 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code or has been notified in writing that it will incur any liability under any of the foregoing Sections with respect to any Plan; no proceedings have been instituted (or are reasonably likely to be instituted) to terminate or to reorganize any Plan or to appoint a trustee to administer any Plan, and no written notice of any such proceedings has been given to the Borrower any of Holdings, any Subsidiary thereof or any ERISA Affiliate; and no lien imposed under the Code or ERISA on the assets of any of the Borrower Borrower, any Subsidiary thereof or any ERISA Affiliate exists (or is reasonably likely to exist) nor has the Borrower Holdings, any Subsidiary thereof or any ERISA Affiliate been notified in writing that such a lien will be imposed on the assets of the Borrower any of Holdings, any Subsidiary thereof or any ERISA Affiliate on account of any Plan, except to the extent that a breach of any of the representations, warranties or agreements in this Section 8.11 (a) would not result, individually or in the aggregate, in an amount of liability that would be reasonably likely to have a Material Adverse EffectEffect or relates to any matter disclosed in the financial statements of the Borrower contained in the Confidential Information Memorandum. No Plan (other than a Multiemployer Planmultiemployer plan) has an Unfunded Current Liability that would, individually or when taken together with any other liabilities referenced in this Section 8.11(a)8.11, be reasonably likely to have a Material Adverse Effect. With respect to Plans that are Multiemployer Plans multiemployer plans (as defined in Section 3(37) of ERISA), the representations and warranties in this Section 8.11(a)8.11, other than any made with respect to (ia) liability under Section 4201 or 4204 of ERISA or (iib) liability for termination or reorganization of such Plans under ERISA, are made to the best knowledge of the Borrower.

Compliance with ERISA. (a) Each Plan is in compliance with ERISA, the Code and any applicable Requirement of Law; no Reportable Event has occurred (or is reasonably likely to occur) with respect to any Plan; no Plan is insolvent or in reorganization (or is reasonably likely to be insolvent or in reorganization), and no written notice of any such insolvency or reorganization has been given to the Borrower Borrower, any Subsidiary or any ERISA Affiliate; no Plan (other than a Multiemployer Planmultiemployer plan) has an accumulated or waived funding deficiency (or is reasonably likely to have such a deficiency); on and after the effectiveness of the Pension Act, each Plan that is subject to Title IV of ERISA has satisfied the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, and there has been no determination that any such Plan is, or is expected to be, in “at risk” status (within the meaning of Section 4010(d)(2) of ERISA); none of the Borrower Borrower, any Subsidiary or any ERISA Affiliate has incurred (or is reasonably likely expected to incur) any liability to or on account of a Plan pursuant to Section 409, 502(i), 502(1502(l), 515, 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code or has been notified in writing that it will incur any liability under any of the foregoing Sections with respect to any Plan; no proceedings have been instituted (or are reasonably likely to be instituted) to terminate or to reorganize any Plan or to appoint a trustee to administer any Plan, and no written notice of any such proceedings has been given to the Borrower Borrower, any Subsidiary or any ERISA Affiliate; and no lien imposed under the Code or ERISA on the assets of the Borrower or any Subsidiary or any ERISA Affiliate exists (or is reasonably likely to exist) nor has the Borrower Borrower, any Subsidiary or any ERISA Affiliate been notified in writing that such a lien will be imposed on the assets of the Borrower Borrower, any Subsidiary or any ERISA Affiliate on account of any Plan, except to the extent that a breach of any of the representations, warranties or agreements in this Section 8.11 (a) would not result, individually or in the aggregate, in an amount of liability that would be reasonably likely to have a Material Adverse EffectEffect or relates to any matter disclosed in the financial statements of the Borrower contained in the Offering Memorandum. No Plan (other than a Multiemployer Planmultiemployer plan) has an Unfunded Current Liability that would, individually or when taken together with any other liabilities referenced in this Section 8.11(a)8.11, be reasonably likely to have a Material Adverse Effect. With respect to Plans that are Multiemployer Plans multiemployer plans (as defined in Section 3(37) of ERISA), the representations and warranties in this Section 8.11(a), other than any made with respect to (i) liability under Section 4201 or 4204 of ERISA or (ii) liability for termination or reorganization of such Plans under ERISA, are made to the best knowledge of the Borrower.

Compliance with ERISA. (ai) Each each Plan is in compliance with ERISA, the Code and any applicable Requirement of LawApplicable Law except as would not in a Material Adverse Effect to the Credit Plan; (ii) no Reportable Event has occurred (or is reasonably likely to occur) with respect to any Pension Plan; (iii) each Plan that is intended to qualify under Section 401(a) of the Code is subject to a favorable determination letter from the Internal Revenue Service upon which the Credit Parties are entitle to rely; (iv) no Multiemployer Plan is insolvent or in reorganization endangered or critical status within the meaning of Section 432 of the Code (or is reasonably likely to be insolvent or in reorganizationinsolvent), and no written notice of any such insolvency or reorganization has been given to any of the Borrower or Credit Parties, any of their respective Subsidiaries or, to the knowledge of the Credit Parties, any ERISA Affiliate; (v) no Plan (other than a Multiemployer Plan) has an accumulated or waived funding deficiency (or is reasonably likely to have such a deficiency); on and after the effectiveness of the Pension Act, each Plan that is subject to Title IV of ERISA has satisfied the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, and there has been no determination that any such Plan is, or is reasonably expected to be, in “at risk” status (within as defined in Section 430 of the meaning of Code or Section 4010(d)(2) 303 of ERISA); (vi) no Pension Plan has failed to satisfy the minimum funding standard of Section 412 of the Code or Section 302 of ERISA (whether or not waived in accordance with Section 412(c) of the Code or Section 302(c) of ERISA) (or is reasonably likely to do so); (vii) no failure to make any required installment under Section 430(j) of the Code with respect to any Pension Plan or any failure of a Credit Party, any of their respective Subsidiaries or, to the knowledge of the Credit Parties, any ERISA Affiliate to make any required contribution to a Multiemployer Plan when due has occurred; (viii) none of the Borrower or Credit Parties, any of their respective Subsidiaries or, to the knowledge of the Credit Parties, any ERISA Affiliate has incurred (or is reasonably likely expected to incur) any liability to or on account of a Pension Plan or a Multiemployer Plan pursuant to Section 409, 502(i), 502(1), 515, 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code or has been notified in writing that it will incur any liability under any of the foregoing Sections with respect to any Pension Plan or Multiemployer Plan; and (ix) no proceedings have been instituted (or are reasonably likely to be instituted) to terminate or to reorganize any Pension Plan or to appoint a trustee to administer any Pension Plan, and no written notice of any such proceedings has been given to any of the Borrower or Credit Parties, any of their respective Subsidiaries or, to the knowledge of the Credit Parties, any ERISA Affiliate; and no lien . No Lien imposed under the Code or ERISA on the assets of any of the Borrower or Credit Parties, any of their respective Subsidiaries or, to the knowledge of the Credit Parties, any ERISA Affiliate on account of a Plan or Multiemployer Plan exists (or is reasonably likely to exist) nor has have the Borrower or Credit Parties, any of their respective Subsidiaries or, to the knowledge of the Credit Parties, any ERISA Affiliate been notified in writing that such a lien Lien will be imposed on the assets of any of the Borrower Credit Parties, any of their respective Subsidiaries or any ERISA Affiliate on account of any Plan or Multiemployer Plan. No Pension Plan has a material Unfunded Current Liability. No material liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, except as such terms are defined in Part I of Subtitle E of Title IV of ERISA has been, or is reasonably expected to the extent that a breach of be, incurred by any Credit Party or any of the representations, warranties or agreements in this Section 8.11 (a) would not result, individually or in the aggregate, in an amount of liability that would be reasonably likely to have a Material Adverse Effect. No Plan (other than a Multiemployer Plan) has an Unfunded Current Liability that would, individually or when taken together with any other liabilities referenced in this Section 8.11(a), be reasonably likely to have a Material Adverse Effect. With respect to Plans that are Multiemployer Plans (as defined in Section 3(37) of ERISA), the representations and warranties in this Section 8.11(a), other than any made with respect to (i) liability under Section 4201 or 4204 of ERISA or (ii) liability for termination or reorganization of such Plans under ERISA, are made to the best knowledge of the Borrowertheir respective Subsidiaries.

Compliance with ERISA. (a) Each Plan is in compliance with ERISA, the Code and any applicable Requirement of Law; no Reportable Event has occurred (or is reasonably likely to occur) with respect to any Plan; no Plan is insolvent or in reorganization (or is reasonably likely to be insolvent or in reorganization), and no written notice of any such insolvency or reorganization has been given to the Borrower or any ERISA Affiliate; no Plan (other than a Multiemployer Plan) has an accumulated or waived funding deficiency (or is reasonably likely to have such a deficiency); on and after the effectiveness of the Pension Act, each Plan that is subject to Title IV of ERISA has satisfied the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, and there has been no determination that any such Plan is, or is expected to be, in “at risk” status (within the meaning of Section 4010(d)(2) of ERISA); none ERISA);none of the Borrower or any ERISA Affiliate has incurred (or is reasonably likely to incur) any liability to or on account of a Plan pursuant to Section 409, 502(i), 502(1502(l), 515, 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code or has been notified in writing that it will incur any liability under any of the foregoing Sections with respect to any Plan; no proceedings have been instituted (or are reasonably likely to be instituted) to terminate or to reorganize any Plan or to appoint a trustee to administer any Plan, and no written notice of any such proceedings has been given to the Borrower or any ERISA Affiliate; and no lien imposed under the Code or ERISA on the assets of the Borrower or any ERISA Affiliate exists (or is reasonably likely to exist) nor has the Borrower or any ERISA Affiliate been notified in writing that such a lien will be imposed on the assets of the Borrower or any ERISA Affiliate on account of any Plan, except to the extent that a breach of any of the representations, warranties or agreements in this Section 8.11 (a8.11(a) would not result, individually or in the aggregate, in an amount of liability that would be reasonably likely to have a Material Adverse Effect. No Plan (other than a Multiemployer Plan) has an Unfunded Current Liability that would, individually or when taken together with any other liabilities referenced in this Section 8.11(a), be reasonably likely to have a Material Adverse Effect. With respect to Plans that are Multiemployer Plans (as defined in Section 3(37) of ERISA), the representations and warranties in this Section 8.11(a), other than any made with respect to (i) liability under Section 4201 or 4204 of ERISA or (ii) liability for termination or reorganization of such Plans under ERISA, are made to the best knowledge of the Borrower.

Compliance with ERISA. (a) Each Plan is in compliance with ERISA, the Code and any applicable Requirement of Law; no Reportable Event has occurred (or is reasonably likely to occur) with respect to any Plan; no Plan is insolvent or in reorganization (or is reasonably likely to be insolvent or in reorganization), and no written notice of any such insolvency or reorganization has been given to any of Holdings, the Borrower Borrower, any Subsidiary or any ERISA Affiliate; no Plan (other than a Multiemployer Planmultiemployer plan) has an accumulated or waived funding deficiency (or is reasonably likely to have such a deficiency); on and after the effectiveness of the Pension Act, each Plan that is subject to Title IV of ERISA has satisfied the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, and there has been no determination that any such Plan is, or is expected to be, in “at risk” status (within the meaning of Section 4010(d)(2) of ERISA); none of Holdings, the Borrower Borrower, any Subsidiary or any ERISA Affiliate has incurred (or is reasonably likely expected to incur) any liability to or on account of a Plan pursuant to Section 409, 502(i), 502(1502(l), 515, 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code or has been notified in writing that it will incur any liability under any of the foregoing Sections with respect to any Plan; no proceedings have been instituted (or are reasonably likely to be instituted) to terminate or to reorganize any Plan or to appoint a trustee to administer any Plan, and no written notice of any such proceedings has been given to any of Holdings, the Borrower Borrower, any Subsidiary or any ERISA Affiliate; and no lien imposed under the Code or ERISA on the assets of any of Holdings, the Borrower or any Subsidiary or any ERISA Affiliate exists (or is reasonably likely to exist) nor has Holdings, the Borrower Borrower, any Subsidiary or any ERISA Affiliate been notified in writing that such a lien will be imposed on the assets of any of Holdings, the Borrower Borrower, any Subsidiary or any ERISA Affiliate on account of any Plan, except to the extent that a breach of any of the representations, warranties or agreements in this Section 8.11 (a) would not result, individually or in the aggregate, in an amount of liability that would be reasonably likely to have a Material Adverse Effect. No Plan (other than a Multiemployer Planmultiemployer plan) has an Unfunded Current Liability that would, individually or when taken together with any other liabilities referenced in this Section 8.11(a)8.11, be reasonably likely to have a Material Adverse Effect. With respect to Plans that are Multiemployer Plans multiemployer plans (as defined in Section 3(37) of ERISA), the representations and warranties in this Section 8.11(a)8.11, other than any made with respect to (ia) liability under Section 4201 or 4204 of ERISA or (iib) liability for termination or reorganization of such Plans under ERISA, are made to the best knowledge of the Borrower.

Compliance with ERISA. Except as would not reasonably be expected to result in a material liability to any of the Credit Parties, (ai) Each Plan is in compliance in all respects with ERISA, the Code and any applicable Requirement of Applicable Law; (ii) no Reportable Event has occurred (or is reasonably likely to occur) with respect to any Plan; (iii) no Multiemployer Plan is insolvent or in reorganization endangered or critical status within the meaning of Section 432 of the Code or 4245 of Title IV of ERISA, as applicable (or is reasonably likely to be insolvent or in reorganizationinsolvent), and no written notice of any such insolvency or reorganization has been given to any of the Borrower Credit Parties, any of their respective Subsidiaries or any ERISA Affiliate; (iv) no Plan (other than a Multiemployer Plan) has an accumulated or waived funding deficiency (or is reasonably likely to have such a deficiency); on and after the effectiveness of the Pension Act, each Plan that is subject to Title IV of ERISA has satisfied the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, and there has been no determination that any such Plan is, or is reasonably expected to be, in “at risk” status (within as defined in Section 430 of the meaning of Code or Section 4010(d)(2) 303 of ERISA); (v) no Plan has failed to satisfy the minimum funding standard of Section 412 of the Code or Section 302 of ERISA (whether or not waived in accordance with Section 412(c) of the Code or Section 302(c) of ERISA) (or is reasonably likely to do so); (vi) no failure to make any required installment under Section 430(j) of the Code with respect to any Plan or any failure of a Credit Party, any of their respective Subsidiaries or any ERISA Affiliate to make any required contribution to a Multiemployer Plan when due has occurred; (vii) none of the Borrower Credit Parties, any of their respective Subsidiaries or any ERISA Affiliate has incurred (or is reasonably likely expected to incur) any liability to or on account of a Plan or a Multiemployer Plan pursuant to Section 409, 502(i), 502(1), 515, 4062, 4063, 4064, 4069, 4201 4201, 4204, or 4204 4205 of ERISA or Section 4971 or 4975 of the Code or has been notified in writing that it will incur any liability under any of the foregoing Sections with respect to any Plan or Multiemployer Plan; and (viii) no proceedings have been instituted (or are reasonably likely to be instituted) to terminate or to reorganize any Plan or to appoint a trustee to administer any Plan, and no written notice of any such proceedings has been given to any of the Borrower Credit Parties, any of their respective Subsidiaries or any ERISA Affiliate; and no lien . No Lien imposed under the Code or ERISA on the assets of any of the Borrower Credit Parties, any of their respective Subsidiaries or any ERISA Affiliate on account of a Plan or Multiemployer Plan exists (or is reasonably likely to exist) nor has have the Borrower Credit Parties, any of their respective Subsidiaries or any ERISA Affiliate been notified in writing that such a lien Lien will be imposed on the assets of any of the Borrower Credit Parties, any of their respective Subsidiaries or any ERISA Affiliate on account of any Plan or Multiemployer Plan, except to the extent that a breach of any of the representations, warranties or agreements in this Section 8.11 (a) . Except as would not result, individually or in the aggregate, in an amount of liability that would reasonably be reasonably likely expected to have a Material Adverse Effect. No , no Plan (other than a Multiemployer Plan) has an Unfunded Current Liability that would, individually or when taken together with any other liabilities referenced in this Section 8.11(a), Liability. Except as would not reasonably be reasonably likely expected to have a Material Adverse Effect. With respect , no liability to Plans that a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are Multiemployer Plans (as defined in Section 3(37) Part I of ERISA), the representations and warranties in this Section 8.11(a), other than any made with respect to (i) liability under Section 4201 or 4204 Subtitle E of Title IV of ERISA has been, or (ii) liability for termination is reasonably expected to be, incurred by any Credit Party, any of their respective Subsidiaries or reorganization of such Plans under ERISA, are made to the best knowledge of the Borrowerany ERISA Affiliate.

Compliance with ERISA. (a) Each Plan is in compliance with ERISA, the Code and any applicable Requirement of Law; no Reportable Event has occurred (or is reasonably likely to occur) with respect to any Plan; no Plan is insolvent or in reorganization (or is reasonably likely to be insolvent or in reorganization), and no written notice of any such insolvency or reorganization has been given to the Borrower any Borrower, any Subsidiary or any ERISA Affiliate; no Plan (other than a Multiemployer Planmultiemployer plan) has an accumulated or waived funding deficiency (or is reasonably likely to have such a deficiency); on and after the effectiveness of the Pension Actno Borrower, each Plan that is subject to Title IV of ERISA has satisfied the minimum funding standards (within the meaning of Section 412 of the Code Subsidiary or Section 302 of ERISA) applicable to such Plan, and there has been no determination that any such Plan is, or is expected to be, in “at risk” status (within the meaning of Section 4010(d)(2) of ERISA); none of the Borrower or any ERISA Affiliate has incurred (or is reasonably likely expected to incur) any liability to or on account of a Plan pursuant to Section 409, 502(i), 502(1502(l), 515, 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code or has been notified in writing that it will incur any liability under any of the foregoing Sections with respect to any Plan; no proceedings have been instituted (or are reasonably likely to be instituted) to terminate or to reorganize any Plan or to appoint a trustee to administer any Plan, and no written notice of any such proceedings has been given to the Borrower any Borrower, any Subsidiary or any ERISA Affiliate; and no lien imposed under the Code or ERISA on the assets of the any Borrower or any Subsidiary or any ERISA Affiliate exists (or is reasonably likely to exist) nor has the Borrower any Borrower, any Subsidiary or any ERISA Affiliate been notified in writing that such a lien will be imposed on the assets of the Borrower any Borrower, any Subsidiary or any ERISA Affiliate on account of any Plan, except to the extent that a breach of any of the representations, warranties or agreements in this Section 8.11 (a) would not result, individually or in the aggregate, in an amount of liability that would be reasonably likely to have a Material Adverse EffectEffect or relates to any matter disclosed in the financial statements of the Borrowers. No Plan (other than a Multiemployer Planmultiemployer plan) has an Unfunded Current Liability that would, individually or when taken together with any other liabilities referenced in this Section 8.11(a)8.11, be reasonably likely to have a Material Adverse Effect. With respect to Plans that are Multiemployer Plans multiemployer plans (as defined in Section 3(37) of ERISA), the representations and warranties in this Section 8.11(a)8.11, other than any made with respect to (ia) liability under Section 4201 or 4204 of ERISA or (iib) liability for termination or reorganization of such Plans under ERISA, are made to the best knowledge of the such Borrower.

Compliance with ERISA. (a) Each Plan is in compliance with ERISA, the Code and any applicable Requirement of Law; no Reportable Event has occurred (or is reasonably likely to occur) with respect to any Plan; no Plan is insolvent or in reorganization (or is reasonably likely to be insolvent or in reorganization), and no written notice of any such insolvency or reorganization has been given to the Borrower any Borrower, any Subsidiary or any ERISA Affiliate; no Plan (other than a Multiemployer Planmultiemployer plan) has an accumulated or waived funding deficiency (or is reasonably likely to have such a deficiency); on and after the effectiveness of the Pension Actno Borrower, each Plan that is subject to Title IV of ERISA has satisfied the minimum funding standards (within the meaning of Section 412 of the Code Subsidiary or Section 302 of ERISA) applicable to such Plan, and there has been no determination that any such Plan is, or is expected to be, in “at risk” status (within the meaning of Section 4010(d)(2) of ERISA); none of the Borrower or any ERISA Affiliate has incurred (or is reasonably likely to incur) any liability to or on account of a Plan pursuant to Section 409, 502(i), 502(1502(l), 515, 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code or has been notified in writing that it will incur any liability under any of the foregoing Sections with respect to any Plan; no proceedings have been instituted (or are reasonably likely to be instituted) to terminate or to reorganize any Plan or to appoint a trustee to administer any Plan, and no written notice of any such proceedings has been given to the Borrower any Borrower, any Subsidiary or any ERISA Affiliate; and no lien imposed under the Code or ERISA on the assets of the any Borrower or any Subsidiary or any ERISA Affiliate exists (or is reasonably likely to exist) nor has the Borrower any Borrower, any Subsidiary or any ERISA Affiliate been notified in writing that such a lien will be imposed on the assets of the Borrower any Borrower, any Subsidiary or any ERISA Affiliate on account of any Plan, except to the extent that a breach of any of the representations, warranties or agreements in this Section 8.11 (a) would not result, individually or in the aggregate, in an amount of liability that would be reasonably likely to have a Material Adverse EffectEffect or relates to any matter disclosed in the financial statements of the Borrowers. No Plan (other than a Multiemployer Planmultiemployer plan) has an Unfunded Current Liability that would, individually or when taken together with any other liabilities referenced in this Section 8.11(a)8.11, be reasonably likely to have a Material Adverse Effect. With respect to Plans that are Multiemployer Plans multiemployer plans (as defined in Section 3(37) of ERISA), the representations and warranties in this Section 8.11(a)8.11, other than any made with respect to (ia) liability under Section 4201 or 4204 of ERISA or (iib) liability for termination or reorganization of such Plans under ERISA, are made to the best knowledge of the such Borrower.

Compliance with ERISA. (a) Each Plan is in compliance with ERISA, the Code and any applicable Requirement of Law; no Reportable Event has occurred (or is reasonably likely to occur) with respect to any Plan; no Plan is insolvent or in reorganization (or is reasonably likely to be insolvent or in reorganization), or is in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA) and no written notice of any such insolvency or reorganization or endangered or critical status has been given to the Borrower or or, to the best knowledge of the Borrower, any ERISA Affiliate; no Plan (other than a Multiemployer Plan) has an accumulated or waived funding deficiency (or is reasonably likely to have such a deficiency); on and after the effectiveness of the Pension Act, each Plan that is subject to Title IV of ERISA has satisfied the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, and there has been no determination that any such Plan is, or is expected to be, in “at risk” status (within the meaning of Section 4010(d)(2303(i)(4) of ERISA); none of the Borrower or any ERISA Affiliate has incurred (or is reasonably likely to incur) any liability to or on account of a Plan pursuant to Section 409, 502(i), 502(1502(l), 515, 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code or nor has the Borrower or, to the best knowledge of the Borrower, any ERISA Affiliate been notified in writing that it will incur any liability under any of the foregoing Sections with respect to any Plan; no proceedings have been instituted (or are reasonably likely to be instituted) to terminate or to reorganize any Plan or to appoint a trustee to administer any Plan, and no written notice of any such proceedings has been given to the Borrower or or, to the best knowledge of the Borrower, any ERISA Affiliate; and no lien imposed under the Code or ERISA on the assets of the Borrower or any ERISA Affiliate exists (or is reasonably likely to exist) nor has the Borrower or or, to the best knowledge of the Borrower, any ERISA Affiliate been notified in writing that such a lien will be imposed on the assets of the Borrower or any ERISA Affiliate on account of any Plan, except to the extent that a breach of any of the representations, warranties or agreements agreement in this Section 8.11 (a3.11(a) would not result, individually or in the aggregate, in an amount of liability that would be reasonably likely to have a Material Adverse Effect. No Plan (other than a Multiemployer Plan) has an Unfunded Current Liability that would, individually or when taken together with any other liabilities referenced in this Section 8.11(a3.11(a), be reasonably likely to have a Material Adverse Effect. With respect to Plans that are Multiemployer Plans (as defined in Section 3(37) of ERISA)Plans, the representations and warranties in this Section 8.11(a3.11(a), other than any made with respect to (i) liability under Section 4201 or 4204 of ERISA or (ii) liability for termination or reorganization of such Plans under ERISA, are made to the best knowledge of the Borrower.

Compliance with ERISA. (a) Each Plan is in compliance with ERISA, the Code and any applicable Requirement of Law; no Reportable Event has occurred (or is reasonably likely to occur) with respect to any Plan; no Plan is insolvent or in reorganization (or is reasonably likely to be insolvent or in reorganization), and no written notice of any such insolvency or reorganization has been given to the Borrower Borrower, any Subsidiary or any ERISA Affiliate; no Plan (other than a Multiemployer Planmultiemployer plan) has an accumulated or waived funding deficiency (or is reasonably likely to have such a deficiency); on and after the effectiveness of the Pension Act, each Plan that is subject to Title IV of ERISA has satisfied the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, and there has been no determination that any such Plan is, or is expected to be, in “at risk” status (within the meaning of Section 4010(d)(2) of ERISA); none of neither the Borrower or nor any Subsidiary nor any ERISA Affiliate has incurred (or is reasonably likely expected to incur) any liability to or on account of a Plan pursuant to Section 409, 502(i), 502(1502(l), 515, 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code or has been notified in writing that it will incur any liability under any of the foregoing Sections with respect to any Plan; no proceedings have been instituted (or are reasonably likely to be instituted) to terminate or to reorganize any Plan or to appoint a trustee to administer any Plan, and no written notice of any such proceedings has been given to the Borrower Borrower, any Subsidiary or any ERISA Affiliate; and no lien imposed under the Code or ERISA on the assets of the Borrower or any Subsidiary or any ERISA Affiliate exists (or is reasonably likely to exist) nor has the Borrower Borrower, any Subsidiary or any ERISA Affiliate been notified in writing that such a lien will be imposed on the assets of the Borrower Borrower, any Subsidiary or any ERISA Affiliate on account of any Plan, except to the extent that a breach of any of the foregoing representations, warranties or agreements in this Section 8.11 (a) would not result, individually or in the aggregate, in an amount of liability that would be reasonably likely to have a Material Adverse EffectEffect or relates to any matter disclosed in the financial statements of the Borrower contained in the Confidential Information Memorandum. No Plan (other than a Multiemployer Planmultiemployer plan) has an Unfunded Current Liability that would, individually or when taken together with any other liabilities referenced in this Section 8.11(a)8.11, be reasonably likely to have a Material Adverse Effect. With respect to Plans that are Multiemployer Plans multiemployer plans (as defined in Section 3(37) of ERISA), the representations and warranties in this Section 8.11(a)8.11, other than any made with respect to (ia) liability under Section 4201 or 4204 of ERISA or (iib) liability for termination or reorganization of such Plans under ERISA, are made to the best knowledge of the Borrower.

Compliance with ERISA. (a) Each Plan is has been maintained and operated in compliance all material respects in accordance with ERISAall Applicable Laws, including ERISA and the Code and except to the extent that any applicable Requirement failure thereof could not reasonably be expected to result in a material liability. Each Plan intended to qualify under Section 401(a) of Law; no the Code so qualifies except to the extent that any failure to so qualify could not reasonably be expected to result in a material liability. No Reportable Event has occurred (or is reasonably likely to occur) with respect to any Plan; no since the effective date of the Plan is insolvent or in reorganization (or is reasonably likely to be insolvent or in reorganization), and no written notice of any such insolvency or reorganization has been given to the Borrower or any ERISA Affiliate; no Reorganization. No Plan (other than a Multiemployer Plan) has an “accumulated or waived funding deficiency (or is reasonably likely to have such a deficiency); on and after the effectiveness of the Pension Act, each Plan that is subject to Title IV of ERISA has satisfied the minimum funding standards (,” within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, and there has been no determination that any such Plan is, or is expected to behas applied for or received a waiver of the minimum funding standards or an extension of any amortization period, in “at risk” status (within the meaning of Section 4010(d)(2) 412 of the Code or Section 303 or 304 of ERISA); none . No material liability has been, and no circumstances exist pursuant to which any such material liability could reasonably likely be, imposed upon any Credit Party or ERISA Affiliate (i) under Sections 4971 through 4980B of the Borrower or any ERISA Affiliate has incurred (or is reasonably likely to incur) any liability to or on account of a Plan pursuant to Code, Section 409, 502(i), 502(1)502(l) or 515 of ERISA, 515, 4062, 4063, 4064, 4069, 4201 or 4204 under Title IV of ERISA or Section 4971 or 4975 of the Code or has been notified in writing that it will incur any liability under any of the foregoing Sections with respect to any Plan; no proceedings have been instituted (or are reasonably likely to be instituted) to terminate or to reorganize any Plan or to appoint a trustee to administer any Multiemployer Plan, and no written notice of any such proceedings has been given to the Borrower or any ERISA Affiliate; and no lien imposed under the Code or ERISA on the assets of the Borrower or any ERISA Affiliate exists (or is reasonably likely to exist) nor has the Borrower or any ERISA Affiliate been notified in writing that such a lien will be imposed on the assets of the Borrower or any ERISA Affiliate on account of any Plan, except to the extent that a breach of any of the representations, warranties or agreements in this Section 8.11 (a) would not result, individually or in the aggregate, in an amount of liability that would be reasonably likely to have a Material Adverse Effect. No Plan (other than a Multiemployer Plan) has an Unfunded Current Liability that would, individually or when taken together with any other liabilities referenced in this Section 8.11(a), be reasonably likely to have a Material Adverse Effect. With respect to Plans that are Multiemployer Plans (as defined in Section 3(37) of ERISA), the representations and warranties in this Section 8.11(a), other than any made with respect to (i) liability under Section 4201 any plan heretofore maintained by Borrower or 4204 of ERISA Affiliate, or any entity that heretofore was an ERISA Affiliate, or (ii) liability for termination the failure to fulfill any obligation to contribute to any Multiemployer Plan. Neither Borrower nor any ERISA Affiliate has received any notification that any Multiemployer Plan is in reorganization or reorganization has been terminated within the meaning of such Plans under Title IV of ERISA, are made no Multiemployer Plan is reasonably expected to be in reorganization or to be terminated and, using actuarial assumptions and computation methods consistent with Part 1 of Subtitle E of Title IV of ERISA, the best knowledge aggregate liabilities of Borrower and its ERISA Affiliates to all Multiemployer Plans in the event of a complete withdrawal therefrom, as of the Borrowerclose of the most recent fiscal year of each such Plan then ended would not exceed $1,000,000.

Compliance with ERISA. (a) Each Plan is in compliance with ERISA, the Code and any applicable Requirement of Law; no Reportable Event has occurred (or is reasonably likely to occur) with respect to any Plan; no Plan is insolvent or in reorganization (or is reasonably likely to be insolvent or in reorganization), and no written notice of any such insolvency or reorganization has been given to any of Holdings, the Borrower US Borrower, any Subsidiary or any ERISA Affiliate; no Plan (other than a Multiemployer Planmultiemployer plan) has an accumulated or waived funding deficiency (or is reasonably likely to have such a deficiency); on and after the effectiveness of the Pension Act, each Plan that is subject to Title IV of ERISA has satisfied the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, and there has been no determination that any such Plan is, or is expected to be, in “at risk” status (within the meaning of Section 4010(d)(2) of ERISA); none of Holdings, the Borrower US Borrower, any Subsidiary or any ERISA Affiliate has incurred (or is reasonably likely expected to incur) any liability to or on account of a Plan pursuant to Section 409, 502(i), 502(1502(l), 515, 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code or has been notified in writing that it will incur any liability under any of the foregoing Sections with respect to any Plan; no proceedings have been instituted (or are reasonably likely to be instituted) to terminate or to reorganize any Plan or to appoint a trustee to administer any Plan, and no written notice of any such proceedings has been given to any of Holdings, the Borrower US Borrower, any Subsidiary or any ERISA Affiliate; and no lien imposed under the Code or ERISA on the assets of any of Holdings, the US Borrower or any Subsidiary or any ERISA Affiliate exists (or is reasonably likely to exist) nor has any of Holdings, the Borrower US Borrower, any Subsidiary or any ERISA Affiliate been notified in writing that such a lien will be imposed on the assets of any of Holdings, the Borrower US Borrower, any Subsidiary or any ERISA Affiliate on account of any Plan, except to the extent that a breach of any of the representations, warranties or agreements in this Section 8.11 (a) would not result, individually or in the aggregate, in an amount of liability that would be reasonably likely to have a Material Adverse EffectEffect or relates to any matter disclosed in the financial statements of the US Borrower contained in the Confidential Information Memorandum. No Plan (other than a Multiemployer Planmultiemployer plan) has an Unfunded Current Liability that would, individually or when taken together with any other liabilities referenced in this Section 8.11(a)8.11, be reasonably likely to have a Material Adverse Effect. With respect to Plans that are Multiemployer Plans multiemployer plans (as defined in Section 3(37) of ERISA), the representations and warranties in this Section 8.11(a)8.11, other than any made with respect to (i) liability under Section 4201 or 4204 of ERISA or (ii) liability for termination or reorganization of such Plans under ERISA, are made to the best knowledge of the Borrower.121

Compliance with ERISA. (a) Each Plan is in compliance with ERISA, the Code and any applicable Requirement of Law; no Reportable Event has occurred (or is reasonably likely to occur) with respect to any Plan; no Plan is insolvent “insolvent” (within the meaning of Section 4245 of ERISA) or in reorganization “reorganization” (within the meaning of Section 4245 of ERISA) (or is reasonably likely to be insolvent or in reorganization) or is in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA), and no written notice of any such insolvency insolvency, reorganization, or reorganization endangered or critical status has been given to the Borrower or or, to the knowledge of the Borrower, any ERISA Affiliate; no Plan (other than a Multiemployer Plan) has an accumulated or waived funding deficiency (or is reasonably likely to have such a deficiency); on and after the effectiveness of the Pension Act, each Plan that is subject to Title IV of ERISA has satisfied the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, and there has been no determination that any such Plan is, or is expected to be, in “at risk” status (within the meaning of Section 4010(d)(2303(i)(4) of ERISA); none of the Borrower or any ERISA Affiliate has incurred (or is reasonably likely to 104 incur) any liability to or on account of a Plan pursuant to Section 409, 502(i), 502(1502(l), 515, 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code or nor has the Borrower or, to the knowledge of the Borrower, any ERISA Affiliate, been notified in writing that it will incur any liability under any of the foregoing Sections with respect to any Plan; no proceedings have been instituted (or are reasonably likely to be instituted) to terminate or to reorganize any Plan or to appoint a trustee to administer any Plan, and no written notice of any such proceedings has been given to the Borrower or or, to the knowledge of the Borrower, any ERISA Affiliate; and no lien imposed under the Code or ERISA on the assets of the Borrower or any ERISA Affiliate exists (or is reasonably likely to exist) nor has the Borrower or or, to the knowledge of the Borrower, any ERISA Affiliate been notified in writing that such a lien will be imposed on the assets of the Borrower or any ERISA Affiliate on account of any Plan, except to the extent that a breach of any of the representations, representations or warranties or agreements in this Section 8.11 (a8.11(a) would not result, individually or in the aggregate, in an amount of liability that would be reasonably likely to have a Material Adverse Effect. No Plan (other than a Multiemployer Plan) has an Unfunded Current Liability that would, individually or when taken together with any other liabilities referenced in this Section 8.11(a), be reasonably likely to have a Material Adverse Effect. With respect to Plans that are Multiemployer Plans (as defined in Section 3(37) of ERISA)Plans, the representations and warranties in this Section 8.11(a), other than any made with respect to (i) liability under Section 4201 or 4204 of ERISA or (ii) liability for termination “termination” or reorganization “reorganization” (within the meaning of Title IV of ERISA) of such Plans under ERISA, are made to the best knowledge of the Borrower.

Compliance with ERISA. As of the Initial Borrowing Date, there are no Plans and neither the Company nor any of its Restricted Subsidiaries nor any ERISA Affiliate has incurred any unpaid material liability or reasonably expects to incur any material liability with respect to any "employee pension benefit plan" (aas defined in Section 3(2) Each of ERISA) covered by Title IV of ERISA. As of the date of each subsequent Credit Event, each Plan is in substantial compliance with ERISA, ERISA and the Code and any applicable Requirement of LawCode; no Reportable Event has occurred (or is reasonably likely to occur) with respect to any a Plan; no Plan is insolvent or in reorganization (or is reasonably likely to be insolvent or in reorganization), and no written notice of any such insolvency or reorganization has been given to the Borrower or any ERISA Affiliate; no Plan (other than a Multiemployer Plan) has an accumulated or waived funding deficiency (deficiency, has permitted decreases in its funding standard account or is reasonably likely to have such a deficiency); on and after the effectiveness has applied for an extension of the Pension Act, each Plan that is subject to Title IV of ERISA has satisfied the minimum funding standards (any amortization period within the meaning of Section 412 of the Code or Section 302 Code; neither the Company nor any of ERISA) applicable to such Plan, and there has been no determination that any such Plan is, or is expected to be, in “at risk” status (within the meaning of Section 4010(d)(2) of ERISA); none of the Borrower or its Restricted Subsidiaries nor any ERISA Affiliate has incurred (or is reasonably likely expects to incur) incur any liability to or on account of a Plan pursuant to Section 409, 502(i), 502(1), 515, 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code or has been notified in writing that it will incur any liability under any of the foregoing Sections with respect to any PlanCode; no proceedings have been instituted (or are reasonably likely to be instituted) by the PBGC to terminate or to reorganize any Plan or to appoint a trustee to administer any Plan, and ; no written notice of any such proceedings has been given condition exists which presents a material risk to the Borrower Company, any of its Restricted Subsidiaries or any ERISA AffiliateAffiliate of incurring a liability to or on account of a Plan pursuant to ERISA or the Code; and no lien imposed under the Code or ERISA on the assets of the Borrower Company, any of its Restricted Subsidiaries or any ERISA Affiliate exists (or is reasonably likely to exist) nor has the Borrower or any ERISA Affiliate been notified in writing that such a lien will be imposed on the assets of the Borrower or any ERISA Affiliate arise on account of any Plan; and the Company and its Restricted Subsidiaries do not maintain or contribute to any "employee welfare benefit plan" (as defined in Section 3(1) of ERISA), except which provides benefits to the extent that a breach retired employees (other than as required by Section 601 of ERISA) where, with respect to any of the representations, warranties or agreements foregoing representations in this Section 8.11 (a) would not result6.12, individually the liability for or in the aggregatelien which could arise as a result of, in an amount the particular circumstance or event which is the subject of liability that the representation, would be reasonably likely to have result in a Material Adverse Effect. No Plan material adverse effect on the condition (other than a Multiemployer Plan) has an Unfunded Current Liability that would, individually financial or when taken together with any other liabilities referenced in this Section 8.11(aotherwise), be reasonably likely operations, assets, liabilities or prospects of the Company and its Restricted Subsidiaries taken as a whole. Using actuarial assumptions and computation methods consistent with subpart 1 of subtitle E of Title IV of ERISA, the aggregate liabilities of the Company, its Restricted Subsidiaries and ERISA Affiliates to have a Material Adverse Effect. With respect to all Plans that which are Multiemployer Plans "multiemployer plans" (as defined in Section 3(374001(a)(3) of ERISA) (each a "Multiemployer Plan") in the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Plan would not be reasonably likely to be an amount that could result in a material adverse effect on the condition (financial or otherwise), operations, assets, liabilities or prospects of the Company and its Restricted Subsidiaries taken as a whole. Notwithstanding anything in this Section 6.12 to the contrary, all representations and warranties in this Section 8.11(a), other than any made with respect to (i) liability under Section 4201 or 4204 of ERISA or (ii) liability for termination or reorganization of such Plans under ERISA, are any Plan which is a Multiemployer Plan shall be made to the best knowledge of the BorrowerCompany.

Compliance with ERISA. (a) Each Plan is in substantial --------------------- compliance with ERISA, ERISA and the Code and any applicable Requirement of LawCode; no Reportable Event has occurred (or is reasonably likely to occur) with respect to any a Plan; no Plan is insolvent or in reorganization (or is reasonably likely to be insolvent or in reorganization), and no written notice of any such insolvency or reorganization has been given to the Borrower or any ERISA Affiliate; no Plan (other than a Multiemployer Plan) has an Unfunded Current Liability; no Plan has an accumulated or waived funding deficiency (deficiency, has permitted decreases in its funding standard account or is reasonably likely to have such a deficiency); on and after the effectiveness has applied for an extension of the Pension Act, each Plan that is subject to Title IV of ERISA has satisfied the minimum funding standards (any amortization period within the meaning of Section 412 of the Code or Section 302 Code; all contributions required to be made with respect to a Plan have been timely made; neither a Credit Party, nor any Subsidiary of ERISA) applicable to such Plana Credit Party, and there has been no determination that any such Plan is, or is expected to be, in “at risk” status (within the meaning of Section 4010(d)(2) of ERISA); none of the Borrower or nor any ERISA Affiliate has incurred (or is reasonably likely to incur) any material liability to or on account of a Plan pursuant to Section 409, 502(i), 502(1502(l), 515, 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code or has been notified in writing that it will expects to incur any liability (including any indirect, contingent or secondary liability) under any of the foregoing Sections with respect to any Plan; no proceedings have been instituted (or are reasonably likely to be instituted) to terminate or to reorganize any Plan or to appoint a trustee to administer any Plan, and ; no written notice condition exists which presents a material risk to a Credit Party or any Subsidiary of any such proceedings has been given to the Borrower a Credit Party or any ERISA AffiliateAffiliate of incurring a liability to or on account of a Plan pursuant to the foregoing provisions of ERISA and the Code; and no lien imposed under the Code or ERISA on the assets of the Borrower a Credit Party, or any Subsidiary of a Credit Party or any ERISA Affiliate exists (or is reasonably likely to exist) nor has the Borrower or any ERISA Affiliate been notified in writing that such a lien will be imposed on the assets of the Borrower or any ERISA Affiliate arise on account of any Plan; and the Credit Parties and their Subsidiaries do not maintain or contribute to any employee welfare benefit plan (as defined in Section 3(1) of ERISA) which provides benefits to retired employees (other than as required by Section 601 of ERISA) or any employee pension benefit plan (as defined in Section 3(2) of ERISA) the obligations with respect to which could reasonably be expected to have a material adverse effect on the ability of Holdings, the Borrower or any other Credit Party to perform its obligations under this Agreement and the other Documents to which it is a party, except to the extent that a breach all events described in the preceding clauses of any of the representations, warranties or agreements in this Section 8.11 (a) 6.15 and then in existence would not resultnot, individually or in the aggregate, in an amount of liability that would be reasonably likely to have a Material Adverse Effect. No Plan (other than a Multiemployer Plan) has an Unfunded Current Liability that would, individually or when taken together with any other liabilities referenced in this Section 8.11(a), be reasonably likely to have a Material Adverse Effect. With respect to Plans that are Multiemployer Plans multiemployer plans (as defined in within the meaning of Section 3(374001(a)(3) of ERISA), ) the representations and warranties in this Section 8.11(a), other than any made with respect to (i) liability under Section 4201 or 4204 of ERISA or (ii) liability for termination or reorganization of such Plans under ERISA, 6.15 are made to the best knowledge of Holdings and the Borrower.

Compliance with ERISA. (a) Each Plan is in compliance with ERISA, the Code and any applicable Requirement of Law; no Reportable Event has occurred (or is reasonably likely to occur) with respect to any Plan; no Plan is insolvent or in reorganization (or is reasonably likely to be insolvent or in reorganization), and no written notice of any such insolvency or reorganization of a Multiemployer Plan has been given to the Borrower or any ERISA Affiliate; no Plan (other than a Multiemployer Plan) has an accumulated or waived funding deficiency (or is reasonably likely to have such a deficiency); on and after the effectiveness of the Pension Act, each Plan that is subject to Title IV of ERISA has satisfied the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, and there has been no determination that any such Plan is, or is expected to be, in “at risk” status (within the meaning of Section 4010(d)(2) of ERISA); none of the Borrower or any ERISA Affiliate has incurred (or is reasonably likely to incur) any liability to or on account of a Plan pursuant to Section 409, 502(i), 502(1502(l), 515, 4062, 4063, 4064, 4069, 4201 or 4204 4069 of ERISA or Section 4971 or 4975 of the Code Code, or to or on account of a Multiemployer Plan pursuant to Section 515, 4201 or 4204 of ERISA or has been notified in writing that it will incur any liability under any of the foregoing Sections with respect to any Plan or Multiemployer Plan, as applicable; no proceedings have been instituted (or are reasonably likely to be instituted) to terminate or to reorganize any Plan or to appoint a trustee to administer any Plan, and no written notice of any such proceedings has been given to the Borrower or any ERISA Affiliate; and no lien imposed under the Code or ERISA on the assets of the Borrower or any ERISA Affiliate exists (or is reasonably likely to exist) nor has the Borrower or any ERISA Affiliate been notified in writing that such a lien will be imposed on the assets of the Borrower or any ERISA Affiliate on account of any Plan or Multiemployer Plan, except to the extent that a breach of any of the representations, representations or warranties or agreements in this Section 8.11 (a) would not result, individually or in the aggregate, in an amount of liability that would be reasonably likely to have a Material Adverse Effect. No Plan (other than a Multiemployer Plan) has an Unfunded Current Liability that would, individually or when taken together with any other liabilities referenced in this Section 8.11(a)8.11, be reasonably likely to have a Material Adverse Effect. With respect to Plans that are Multiemployer Plans (as defined in Section 3(37) of ERISA)Plans, the representations and warranties in this Section 8.11(a)8.11, other than any made with respect to (i) liability under Section 4201 or 4204 of ERISA or (ii) liability for termination or reorganization of such Multiemployer Plans under ERISA, are made to the best knowledge of the Borrower.

Compliance with ERISA. (a) Each Plan is in compliance with ERISA, the Code and any applicable Requirement of Law; no Reportable Event has occurred (or is reasonably likely to occur) with respect to any Plan; no Plan is insolvent or in reorganization (or is reasonably likely to be insolvent or in reorganization), and no written notice of any such insolvency or reorganization has been given to the Borrower Borrower, any Subsidiary or any ERISA Affiliate; no Plan (other than a Multiemployer Planmultiemployer plan) has an accumulated or waived funding deficiency a failure (or is reasonably likely to have such a deficiency); on and after the effectiveness of the Pension Act, each Plan that is subject failure) to Title IV of ERISA has satisfied satisfy the minimum funding standards (within the meaning standard of Section 412 of the Code (whether or Section 302 of ERISA) applicable to such Plan, and there has been no determination that any such Plan is, or is expected to be, in “at risk” status (within the meaning of Section 4010(d)(2) of ERISAnot waived); none of the Borrower Borrower, any Subsidiary or any ERISA Affiliate has incurred (or is reasonably likely expected to incur) any liability to or on account of a Plan pursuant to Section 409, 502(i), 502(1502(l), 515, 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code or has been notified in writing that it will incur any liability under any of the foregoing Sections with respect to any Plan; no proceedings have been instituted (or are reasonably likely to be instituted) to terminate or to reorganize any Plan or to appoint a trustee to administer any Plan, and no written notice of any such proceedings has been given to the Borrower Borrower, any Subsidiary or any ERISA Affiliate; and no lien imposed under the Code or ERISA on the assets of the Borrower or any Subsidiary or any ERISA Affiliate exists (or is reasonably likely to exist) nor has the Borrower Borrower, any Subsidiary or any ERISA Affiliate been notified in writing that such a lien will be imposed on the assets of the Borrower Borrower, any Subsidiary or any ERISA Affiliate on account of any Plan, except to the extent that a breach of any of the representations, warranties or agreements in this Section 8.11 (a) would not result, individually or in the aggregate, in an amount of liability that would be reasonably likely to have a Material Adverse Effect. No Plan (other than a Multiemployer Planmultiemployer plan) has an Unfunded Current Liability that would, individually or when taken together with any other liabilities referenced in this Section 8.11(a)8.11, be reasonably likely to have a Material Adverse Effect. With respect to Plans that are Multiemployer Plans multiemployer plans (as defined in Section 3(37) of ERISA), the representations and warranties in this Section 8.11(a), other than any made with respect to (i) liability under Section 4201 or 4204 of ERISA or (ii) liability for termination or reorganization of such Plans under ERISA, are made to the best knowledge of the Borrower.

Compliance with ERISA. With respect to Borrower and any Commonly Controlled Entity (a) Each Plan is in compliance with ERISA, the Code and any applicable Requirement of Law; no Reportable Event has occurred (withdraw from or is reasonably likely to occur) with respect to any Plan; no Plan is insolvent or in reorganization (or is reasonably likely to be insolvent or in reorganization), and no written notice of any such insolvency or reorganization has been given to the Borrower or any ERISA Affiliate; no Plan (other than a Multiemployer Plan) has an accumulated or waived funding deficiency (or is reasonably likely cease to have such a deficiency); on and after the effectiveness of the Pension Actan obligation to contribute to, each any Multiemployer Plan that is subject so as to Title IV of ERISA has satisfied the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, and there has been no determination that result in any such Plan is, or is expected to be, in “at risk” status (within the meaning of Section 4010(d)(2) of ERISA); none material liability of the Borrower or any ERISA Affiliate has incurred Commonly Controlled Entity to PBGC or to any Multiemployer Plan, (or is reasonably likely to incurb) engage in any liability to or on account of a Plan pursuant to "prohibited transaction" (as defined in Section 409, 502(i), 502(1), 515, 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code or has been notified in writing that it will incur any liability under any of the foregoing Sections with respect to any Plan; no proceedings have been instituted (or are reasonably likely to be institutedCode) to terminate or to reorganize involving any Plan or to appoint which would result in a trustee to administer any Plan, and no written notice of any such proceedings has been given to the Borrower or any ERISA Affiliate; and no lien imposed under the Code or ERISA on the assets material liability of the Borrower or any Commonly Controlled Entity for an excise tax or civil penalty in connection therewith, (c) except for any deficiency caused by a waiver of the minimum funding requirement under sections 412 and/or 418 of the Code, as described above, incur or suffer to exist any material "accumulated funding deficiency" (as defined in section 302 of ERISA Affiliate exists (or is reasonably likely to existand section 412 of the Code) nor has the Borrower or any ERISA Affiliate been notified in writing that such a lien will be imposed on the assets of the Borrower or any ERISA Affiliate on account of Commonly Controlled Entity, whether or not waived, involving any Single Employer Plan, except (d) incur or suffer to exist any Reportable Event or the extent that appointment of a breach trustee or institution of proceedings for appointment of a trustee for any Single Employer Plan if, in the case of a Reportable Event, such event continues unremedied for ten (10) days after notice of such Reportable Event pursuant to sections 4043(a), (c) or (d) of ERISA is given, if in the reasonable opinion of the Majority Lenders any of the representationsforegoing is likely to result in a material liability of the Borrower or any Commonly Controlled Entity, warranties (e) permit the assets held under any Plan to be insufficient to protect all accrued benefits, (f) allow or agreements in suffer to exist any event or condition, which presents a material risk of incurring a material liability of the Borrower or any Commonly Controlled Entity to PBGC by reason of termination of any such Plan or (g) cause or permit any Plan maintained by Borrower and/or any Commonly Controlled Entity to be out of compliance with ERISA. For purposes of this Section 8.11 SECTION 5.2.16 "material liability" shall be deemed to mean any liability of Fifty Thousand Dollars (a$50,000) would not result, individually or more in the aggregate, in an amount of liability that would be reasonably likely to have a Material Adverse Effect. No Plan (other than a Multiemployer Plan) has an Unfunded Current Liability that would, individually or when taken together with any other liabilities referenced in this Section 8.11(a), be reasonably likely to have a Material Adverse Effect. With respect to Plans that are Multiemployer Plans (as defined in Section 3(37) of ERISA), the representations and warranties in this Section 8.11(a), other than any made with respect to (i) liability under Section 4201 or 4204 of ERISA or (ii) liability for termination or reorganization of such Plans under ERISA, are made to the best knowledge of the Borrower.

Compliance with ERISA. (a) Each Plan is in compliance with ERISA, the Code and any applicable Requirement of Law; no Reportable Event has occurred (or is reasonably likely to occur) with respect to any Plan; no Plan is insolvent or in reorganization (or is reasonably likely to be insolvent or in reorganization), and no written notice of any such insolvency or reorganization has been given to the Borrower Borrower, any Subsidiary or any ERISA Affiliate; no Plan (other than a Multiemployer Planmultiemployer plan) has an accumulated or waived funding deficiency (or is reasonably likely to have such a deficiency); on and after the effectiveness of the Pension Act, each Plan that is subject to Title IV of ERISA has satisfied the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, and there has been no determination that any such Plan is, or is expected to be, in “at risk” status (within the meaning of Section 4010(d)(2) of ERISA); none of the Borrower Borrower, any Subsidiary or any ERISA Affiliate has incurred (or is reasonably likely expected to incur) any liability to or on account of a Plan pursuant to Section 409, 502(i), 502(1502(l), 515, 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code or has been notified in writing that it will incur any liability under any of the foregoing Sections with respect to any Plan; no proceedings have been instituted (or are reasonably likely to be instituted) to terminate or to reorganize any Plan or to appoint a trustee to administer any Plan, and no written notice of any such proceedings has been given to the Borrower Borrower, any Subsidiary or any ERISA Affiliate; and no lien imposed under the Code or ERISA on the assets of the Borrower or any Subsidiary or any ERISA Affiliate exists (or is reasonably likely to exist) nor has the Borrower Borrower, any Subsidiary or any ERISA Affiliate been notified in writing that such a lien will be imposed on the assets of the Borrower Borrower, any Subsidiary or any ERISA Affiliate on account of any Plan, except to the extent that a breach of any of the representations, warranties or agreements in this Section 8.11 (a) would not result, individually or in the aggregate, in an amount of liability that would be reasonably likely to have a Material Adverse EffectEffect or relates to any matter disclosed in the financial statements of the Borrower contained in Intelsat, Ltd.’s Form 10-K for the year ended December 31, 2007. No Plan (other than a Multiemployer Planmultiemployer plan) has an Unfunded Current Liability that would, individually or when taken together with any other liabilities referenced in this Section 8.11(a)8.11, be reasonably likely to have a Material Adverse Effect. With respect to Plans that are Multiemployer Plans multiemployer plans (as defined in Section 3(37) of ERISA), the representations and warranties in this Section 8.11(a8.11 (a), other than any made with respect to (i) liability under Section 4201 or 4204 of ERISA or (ii) liability for termination or reorganization of such Plans under ERISA, are made to the best knowledge of the Borrower.

Compliance with ERISA. (a) Each Plan is in compliance with ERISA, the Code and any applicable Requirement of Applicable Law; no Reportable Event has occurred (or is reasonably likely to occur) with respect to any Plan; no Plan is insolvent or in reorganization (or is reasonably likely to be insolvent or in reorganization), and no written notice of any such insolvency or reorganization has been given to any of Holdings, the Borrower Borrower, any of the Restricted Subsidiaries or any ERISA Affiliate; no Plan (other than a Multiemployer Planmultiemployer plan) has an accumulated or waived funding deficiency (or is reasonably likely to have such a deficiency); on and after none of Holdings, the effectiveness Borrower, any of the Pension Act, each Plan that is subject to Title IV of ERISA has satisfied the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, and there has been no determination that any such Plan is, or is expected to be, in “at risk” status (within the meaning of Section 4010(d)(2) of ERISA); none of the Borrower Restricted Subsidiaries or any ERISA Affiliate has incurred (or is reasonably likely expected to incur) any liability to or on account of a Plan pursuant to Section 409, 502(i), 502(1502(l), 515, 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code or has been notified in writing that it will incur any liability under any of the foregoing Sections with respect to any Plan; no proceedings have been instituted (or are reasonably likely to be instituted) to terminate or to reorganize any Plan or to appoint a trustee to administer any Plan, and no written notice of any such proceedings has been given to any of Holdings, the Borrower Borrower, any of the Restricted Subsidiaries or any ERISA Affiliate; and no the conditions for imposition of a lien that could be imposed under the Code or ERISA on the assets of any of Holdings, the Borrower Borrower, any of the Restricted Subsidiaries or any ERISA Affiliate exists do not exist (or is are not reasonably likely to exist) nor has Holdings, the Borrower Borrower, any of the Restricted Subsidiaries or any ERISA Affiliate been notified in writing that such a lien will be imposed on the assets of any of Holdings, the Borrower Borrower, any of the Restricted Subsidiaries or any ERISA Affiliate on account of any Plan, except to the extent that a breach of any of the representations, warranties or agreements in this Section 8.11 (a) would not result, individually or in the aggregate, in an amount of liability that would be reasonably likely to have a Material Adverse EffectEffect or relates to any matter disclosed in the financial statements of the Borrower contained in the Confidential Information Memorandum. No Plan (other than a Multiemployer Planmultiemployer plan) has an Unfunded Current Liability that would, individually or when taken together with any other liabilities referenced in this Section 8.11(a)8.11, be reasonably likely to have a Material Adverse Effect. With respect to Plans that are Multiemployer Plans multiemployer plans (as defined in Section 3(37) of ERISA), the representations and warranties in this Section 8.11(a)8.11, other than any made with respect to (ia) liability under Section 4201 or 4204 of ERISA or (iib) liability for termination or reorganization of such Plans under ERISA, are made to the best knowledge of the Borrower.

Compliance with ERISA. (a) Each Plan is in compliance with ERISA, the Code and any applicable Requirement of Law; no Reportable Event has occurred (or is reasonably likely to occur) with respect to any Plan; no Plan is insolvent “insolvent” (within the meaning of Section 4245 of ERISA) or in reorganization “reorganization” (within the meaning of Section 4245 of ERISA) (or is reasonably likely to be insolvent or in reorganization) or is in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA), and no written notice of any such insolvency insolvency, reorganization, or reorganization endangered or critical status has been given to the Borrower or or, to the knowledge of the Borrower, any ERISA Affiliate; no Plan (other than a Multiemployer Plan) has an accumulated or waived funding deficiency (or is reasonably likely to have such a deficiency); on and after the effectiveness of the Pension Act, each Plan that is subject to Title IV of ERISA has satisfied the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, and there has been no determination that any such Plan is, or is expected to be, in “at risk” status (within the meaning of Section 4010(d)(2303(i)(4) of ERISA); none of the Borrower or any ERISA Affiliate has incurred (or is reasonably likely to incur) any liability to or on account of a Plan pursuant to Section 409, 502(i), 502(1502(l), 515, 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code or nor has the Borrower or, to the knowledge of the Borrower, any ERISA Affiliate, been notified in writing that it will incur any liability under any of the foregoing Sections with respect to any Plan; no proceedings have been instituted (or are reasonably likely to be instituted) to terminate or to reorganize any Plan or to appoint a trustee to administer any Plan, and no written notice of any such proceedings has been given to the Borrower or or, to the knowledge of the Borrower, any ERISA Affiliate; and no lien imposed under the Code or ERISA on the assets of the Borrower or any ERISA Affiliate exists (or is reasonably likely to exist) nor has the Borrower or or, to the knowledge of the Borrower, any ERISA Affiliate been notified in writing that such a lien will be imposed on the assets of the Borrower or any ERISA Affiliate on account of any Plan, except to the extent that a breach of any of the representations, representations or warranties or agreements in this Section 8.11 (a) would not result, individually or in the aggregate, in an amount of liability that would be reasonably likely to have a Material Adverse Effect. No Plan (other than a Multiemployer Plan) has an Unfunded Current Liability that would, individually or when taken together with any other liabilities referenced in this Section 8.11(a)8.11, be reasonably likely to have a Material Adverse Effect. With respect to Plans that are Multiemployer Plans (as defined in Section 3(37) of ERISA)Plans, the representations and warranties in this Section 8.11(a), 8.11 other than any made with respect to (i) liability under Section 4201 or 4204 of ERISA or (ii) liability for termination “termination” or reorganization “reorganization” (within the meaning of Title IV of ERISA) of such Plans under ERISA, are made to the best knowledge of the Borrower.

Compliance with ERISA. With respect to Borrower and any Commonly Controlled Entity (a) Each Plan is withdraw from or cease to have an obligation to contribute to, any Multiemployer Plan, (b) engage in compliance with ERISA, any "prohibited transaction" (as defined in Section 4975 of the Code and any applicable Requirement of Law; no Reportable Event has occurred (or is reasonably likely to occurCode) with respect to involving any Plan; no Plan is insolvent or in reorganization , (or is reasonably likely to be insolvent or in reorganization), and no written notice c) except for any deficiency caused by a waiver of any such insolvency or reorganization has been given to the Borrower or any ERISA Affiliate; no Plan (other than a Multiemployer Plan) has an accumulated or waived funding deficiency (or is reasonably likely to have such a deficiency); on and after the effectiveness of the Pension Act, each Plan that is subject to Title IV of ERISA has satisfied the minimum funding standards requirement under sectionS 412 and/or 418 of the Code, as described above, incur or suffer to exist any material "accumulated funding deficiency" (within the meaning as defined in section 302 of Section ERISA and section 412 of the Code or Section 302 of ERISACode) applicable to such Plan, and there has been no determination that any such Plan is, or is expected to be, in “at risk” status (within the meaning of Section 4010(d)(2) of ERISA); none of the Borrower or any ERISA Affiliate has incurred Commonly Controlled Entity, whether or not waived, involving any Single Employer Plan, (d) incur or is reasonably likely suffer to incur) exist any liability to Reportable Event or on account the appointment of a trustee or institution of proceedings for appointment of a trustee for any Single Employer Plan if, in the case of a Reportable Event, such event continues unremedied for ten (10) days after notice of such Reportable Event pursuant to Section 409, 502(isections 4043(a), 502(1), 515, 4062, 4063, 4064, 4069, 4201 (c) or 4204 (d) of ERISA or Section 4971 or 4975 is given, if in the reasonable opinion of the Code or has been notified in writing that it will incur any liability under Majority Lenders any of the foregoing Sections with respect to any Plan; no proceedings have been instituted (or are reasonably is likely to be instituted) to terminate or to reorganize any Plan or to appoint result in a trustee to administer any Plan, and no written notice of any such proceedings has been given to the Borrower or any ERISA Affiliate; and no lien imposed under the Code or ERISA on the assets material liability of the Borrower or any ERISA Affiliate exists Commonly Controlled Entity, (or is reasonably likely to existe) nor has the Borrower or any ERISA Affiliate been notified in writing that such a lien will be imposed on permit the assets held under any Plan to be insufficient to protect all accrued benefits, (f) allow or suffer to exist any event or condition, which presents a material risk of incurring a material liability of the Borrower or any ERISA Affiliate on account Commonly Controlled Entity to PBGC by reason of termination of any Plan, except such Plan or (g) cause or permit any Plan maintained by Borrower and/or any Commonly Controlled Entity to the extent that a breach be out of compliance with ERISA. For purposes of this SECTION 5.2.16 "material liability" shall be deemed to mean any liability of the representations, warranties Fifty Thousand Dollars ($50,000) or agreements in this Section 8.11 (a) would not result, individually or more in the aggregate, in an amount of liability that would be reasonably likely to have a Material Adverse Effect. No Plan (other than a Multiemployer Plan) has an Unfunded Current Liability that would, individually or when taken together with any other liabilities referenced in this Section 8.11(a), be reasonably likely to have a Material Adverse Effect. With respect to Plans that are Multiemployer Plans (as defined in Section 3(37) of ERISA), the representations and warranties in this Section 8.11(a), other than any made with respect to (i) liability under Section 4201 or 4204 of ERISA or (ii) liability for termination or reorganization of such Plans under ERISA, are made to the best knowledge of the Borrower.

Compliance with ERISA. (a) Each Plan is in compliance with ERISA, the Code and any applicable Requirement of Law; no Reportable Event has occurred (or is reasonably likely to occur) with respect to any Plan; no Plan is insolvent or in reorganization (or is reasonably likely to be insolvent or in reorganization), and no written notice of any such insolvency or reorganization has been given to the Borrower Company, any Subsidiary or any ERISA Affiliate; no Plan (other than a Multiemployer Planmultiemployer plan) has an accumulated or waived funding deficiency (or is reasonably likely to have such a deficiency); on and after the effectiveness of the Pension Act, each Plan that is subject to Title IV of ERISA has satisfied the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, and there has been no determination that any such Plan is, or is expected to be, in “at risk” status (within the meaning of Section 4010(d)(2) of ERISA); none of the Borrower Company, any Subsidiary or any ERISA Affiliate has incurred (or is reasonably likely expected to incur) any liability to or on account of a Plan pursuant to Section 409, 502(i), 502(1502(l), 515, 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code or has been notified in writing that it will incur any liability under any of the foregoing Sections with respect to any Plan; no proceedings have been instituted (or are reasonably likely to be instituted) to terminate or to reorganize any Plan or to appoint a trustee to administer any Plan, and no written notice of any such proceedings has been given to the Borrower Company, any Subsidiary or any ERISA Affiliate; and no lien imposed under the Code or ERISA on the assets of the Borrower Company or any Subsidiary or any ERISA Affiliate exists (or is reasonably likely to exist) nor has the Borrower Company, any Subsidiary or any ERISA Affiliate been notified in writing that such a lien will be imposed on the assets of the Borrower Company, any Subsidiary or any ERISA Affiliate on account of any Plan, except to the extent that a breach of any of the representations, warranties or agreements in this Section 8.11 (a) would not result, individually or in the aggregate, in an amount of liability that would be reasonably likely to have a Material Adverse Effect. No Plan (other than a Multiemployer Planmultiemployer plan) has an Unfunded Current Liability that would, individually or when taken together with any other liabilities referenced in this Section 8.11(a)8.11, be reasonably likely to have a Material Adverse Effect. With respect to Plans that are Multiemployer Plans multiemployer plans (as defined in Section 3(37) of ERISA), the representations and warranties in this Section 8.11(a), other than any made with respect to (i) liability under Section 4201 or 4204 of ERISA or (ii) liability for termination or reorganization of such Plans under ERISA, are made to the best knowledge of the BorrowerCompany.

Compliance with ERISA. (a) Each Plan is in compliance with ERISA, the Code and any applicable Requirement of Law; no Reportable Event has occurred (or is reasonably likely to occur) with respect to any Plan; no Plan is insolvent or in reorganization (or is reasonably likely to be insolvent or in reorganization), and no written notice of any such insolvency or reorganization has been given to the Parent Borrower or any ERISA Affiliate; no Plan (other than a Multiemployer Plan) has an accumulated or waived funding deficiency (or is reasonably likely to have such a deficiency); on and after the effectiveness of the Pension Act, each Plan that is subject to Title IV of ERISA has satisfied the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, and there has been no determination that any such Plan is, or is expected to be, in “at risk” status (within the meaning of Section 4010(d)(2) of ERISA); none of the Parent Borrower or any ERISA Affiliate has incurred (or is reasonably likely to incur) any liability to or on account of a Plan pursuant to Section 409, 502(i), 502(1502(l), 515, 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code or has been notified in writing that it will incur any liability under any of the foregoing Sections with respect to any Plan; no proceedings have been instituted (or are reasonably likely to be instituted) to terminate or to reorganize any Plan or to appoint a trustee to administer any Plan, and no written notice of any such proceedings has been given to the Parent Borrower or any ERISA Affiliate; and no lien imposed under the Code or ERISA on the assets of the Parent Borrower or any ERISA Affiliate exists (or is reasonably likely to exist) nor has the Parent Borrower or any ERISA Affiliate been notified in writing that such a lien will be imposed on the assets of the Parent Borrower or any ERISA Affiliate on account of any Plan, except to the extent that a breach of any of the representations, warranties or agreements agreement in this Section 8.11 (a8.11(a) would not result, individually or in the aggregate, in an amount of liability that would be reasonably likely to have a Material Adverse Effect. No Plan (other than a Multiemployer Plan) has an Unfunded Current Liability that would, individually or when taken together with any other liabilities referenced in this Section 8.11(a), be reasonably likely to have a Material Adverse Effect. With respect to Plans that are Multiemployer Plans (as defined in Section 3(37) of ERISA)Plans, the representations and warranties in this Section 8.11(a), other than any made with respect to (i) liability under Section 4201 or 4204 of ERISA or (ii) liability for termination or reorganization of such Plans under ERISA, are made to the best knowledge of the Borrower.to

Compliance with ERISA. (a) Each Plan is in compliance with ERISA, the Code and any applicable Requirement of Law; no Reportable Event has occurred (or is reasonably likely to occur) with respect to any Plan; no Plan is insolvent or in reorganization (or is reasonably likely to be insolvent or in reorganization), and no written notice of any such insolvency or reorganization has been given to the Parent Borrower or any ERISA Affiliate; no Plan (other than a Multiemployer Planmultiemployer plan) has an accumulated or waived funding deficiency (or is reasonably likely to have such a deficiency); on and after the effectiveness of the Pension Act, each Plan that is subject to Title IV of ERISA has satisfied the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, and there has been no determination that any such Plan is, or is expected to be, in “at risk” status (within the meaning of Section 4010(d)(2) of ERISA); none of the Parent Borrower or any ERISA Affiliate has incurred (or is reasonably likely to incur) any liability to or on account of a Plan pursuant to Section 409, 502(i), 502(1502(l), 515, 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code or has been notified in writing that it will incur any liability under any of the foregoing Sections with respect to any Plan; no proceedings have been instituted (or are reasonably likely to be instituted) to terminate or to reorganize any Plan or to appoint a trustee to administer any Plan, and no written notice of any such proceedings has been given to the Parent Borrower or any ERISA Affiliate; and no lien imposed under the Code or ERISA on the assets of the Parent Borrower or any ERISA Affiliate exists (or is reasonably likely to exist) nor has the Parent Borrower or any ERISA Affiliate been notified in writing that such a lien will be imposed on the assets of the Parent Borrower or any ERISA Affiliate on account of any Plan, except to the extent that a breach of any of the representations, warranties or agreements in this Section 8.11 (a8.11(a) would not result, individually or in the aggregate, in an amount of liability that would be reasonably likely to have a Material Adverse Effect. No Plan (other than a Multiemployer Planmultiemployer plan) has an Unfunded Current Liability that would, individually or when taken together with any other liabilities referenced in this Section 8.11(a), be reasonably likely to have a Material Adverse Effect. With respect to Plans that are Multiemployer Plans multiemployer plans (as defined in Section 3(37) of ERISA), the representations and warranties in this Section 8.11(a), other than any made with respect to (i) liability under Section 4201 or 4204 of ERISA or (ii) liability for termination or reorganization of such Plans under ERISA, are made to the best knowledge of the each Borrower.

Compliance with ERISA. (a) Each Plan is in compliance with ERISA, the Code and any applicable Requirement of Law; no Reportable Event has occurred (or is reasonably likely to occur) with respect to any Plan; no Plan is insolvent or in reorganization (or is reasonably likely to be insolvent or in reorganization), and no written notice of any such insolvency or reorganization has been given to the Borrower Holdings, any Subsidiary or any ERISA Affiliate; no Plan (other than a Multiemployer Planmultiemployer plan) has an accumulated or waived funding deficiency (or is reasonably likely to have such a deficiency); on and after the effectiveness of the Pension Act, each Plan that is subject to Title IV of ERISA has satisfied the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, and there has been no determination that any such Plan is, or is expected to be, in “at risk” status (within the meaning of Section 4010(d)(2) of ERISA); none of the Borrower Holdings, any Subsidiary or any ERISA Affiliate has incurred (or is reasonably likely to incur) any liability to or on account of a Plan pursuant to Section 409, 502(i), 502(1502(l), 515, 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code or has been notified in writing that it will incur any liability under any of the foregoing Sections with respect to any Plan; no proceedings have been instituted (or are reasonably likely to be instituted) to terminate or to reorganize any Plan or to appoint a trustee to administer any Plan, and no written notice of any such proceedings has been given to the Borrower Holdings, any Subsidiary or any ERISA Affiliate; and no lien imposed under the Code or ERISA on the assets of the Borrower Holdings or any Subsidiary or any ERISA Affiliate exists (or is reasonably likely to exist) nor has the Borrower Holdings, any Subsidiary or any ERISA Affiliate been notified in writing that such a lien will be imposed on the assets of the Borrower Holdings, any Subsidiary or any ERISA Affiliate on account of any Plan, except to the extent that a breach of any of the representations, warranties or agreements in this Section 8.11 (a) would not result, individually or in the aggregate, in an amount of liability that would be reasonably likely to have a Material Adverse EffectEffect or relates to any matter disclosed in the financial statements of the Predecessor Company and its Subsidiaries contained in the Confidential Information Memorandum. No Plan (other than a Multiemployer Planmultiemployer plan) has an Unfunded Current Liability that would, individually or when taken together with any other liabilities referenced in this Section 8.11(a)8.11, be reasonably likely to have a Material Adverse Effect. With respect to Plans that are Multiemployer Plans multiemployer plans (as defined in Section 3(37) of ERISA), the representations and warranties in this Section 8.11(a), other than any made with respect to (i) liability under Section 4201 or 4204 of ERISA or (ii) liability for termination or reorganization of such Plans under ERISA, are made to the best knowledge of the BorrowerHoldings.

Compliance with ERISA. (a) Each Plan is in compliance with ERISA, the Code and any applicable Requirement of Law; (b) no Reportable Event has occurred (or is reasonably likely to occur) with respect to any Plan; no Plan is insolvent or in reorganization (or is reasonably likely to be insolvent or in reorganization), and c) no written notice of any such insolvency or reorganization of a Multiemployer Plan has been given to received by any of Holdings, the Borrower Borrower, any Subsidiary or any ERISA Affiliate; (d) no Plan (other than a Multiemployer Plan) has an accumulated or waived funding deficiency (or is reasonably likely failed to have such a deficiency); on and after the effectiveness of the Pension Act, each Plan that is subject to Title IV of ERISA has satisfied meet the minimum funding standards (within the meaning of Section 412 or 430 of the Code or Section 302 or 303 of ERISA) applicable to such Plan, and there has been no determination that any such Plan is, ERISA (whether or is expected to be, in “at risk” status (within the meaning of Section 4010(d)(2) of ERISAnot waived); (e) none of Holdings, the Borrower Borrower, any Subsidiary or any ERISA Affiliate has incurred (or is reasonably likely to incur) any liability to or on account of a Plan pursuant to Section 409, 502(i), 502(1502(l), 515, 4062, 4063, 4064, 4069, 4201 4064 or 4204 4069 of ERISA or Section 4971 or 4975 of the Code or has been notified in writing that it will incur any liability under any of the foregoing Sections with respect to any Plan; (f) none of Holdings, the Borrower, any Subsidiary or any ERISA Affiliate has incurred (or is reasonably likely to incur) any liability to or on account of a Multiemployer Plan pursuant to Section 515, 4201 or 4204 of ERISA or has been notified in writing that it will incur any liability under any of the foregoing Sections with respect to any Multiemployer Plan; (g) no proceedings have been instituted (or are reasonably likely to be instituted) to terminate or to reorganize any Plan or to appoint a trustee to administer any Plan, and no written notice of any such proceedings or of the institution of any proceedings to terminate a Multiemployer Plan has been given to any of Holdings, the Borrower Borrower, any Subsidiary or any ERISA Affiliate; (h) and no lien imposed under the Code or ERISA with respect to any Plan or Multiemployer Plan on the assets of any of Holdings, the Borrower or any Subsidiary or any ERISA Affiliate exists (or is reasonably likely to exist) nor has any of Holdings, the Borrower Borrower, any Subsidiary or any ERISA Affiliate been notified in writing that such a lien will be imposed on the assets of any of Holdings, the Borrower Borrower, any Subsidiary or any ERISA Affiliate on account of any Plan, Affiliate; except to the extent that a breach of any of the representations, warranties or agreements in clauses (a)-(h) above in this Section 8.11 (a) would not be reasonably likely to result, individually or in the aggregate, in an amount of liability that would be reasonably likely to have a Material Adverse EffectEffect or relates to any matter disclosed in the financial statements of the Borrower dated September 30, 2010. No Plan (other than a Multiemployer Plan) has an Unfunded Current Liability that would, individually or when taken together with any other liabilities referenced in this Section 8.11(a)8.11, be reasonably likely to have a Material Adverse Effect. With respect to Plans that are Multiemployer Plans (as defined in Section 3(37) of ERISA), the representations and warranties in this Section 8.11(a), other than any made with respect to (i) liability under Section 4201 or 4204 of ERISA or (ii) liability for termination or reorganization of such Plans under ERISA, are made to the best knowledge of the Borrower.

Compliance with ERISA. (a) Each Plan is in compliance with ERISA, the Code and any applicable Requirement of Applicable Law; no Reportable Event has occurred (or is reasonably likely to occur) with respect to any Plan; no Plan is insolvent or in reorganization (or is reasonably likely to be insolvent or in reorganization), and no written notice of any such insolvency or reorganization has been given to any of Holdings, the Borrower Borrower, any of the Restricted Subsidiaries or any ERISA Affiliate; no Plan (other than a Multiemployer Planmultiemployer plan) has an accumulated or waived funding deficiency (or is reasonably likely to have such a deficiency); on and after none of Holdings, the effectiveness Borrower, any of the Pension Act, each Plan that is subject to Title IV of ERISA has satisfied the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, and there has been no determination that any such Plan is, or is expected to be, in “at risk” status (within the meaning of Section 4010(d)(2) of ERISA); none of the Borrower Restricted Subsidiaries or any ERISA Affiliate has incurred (or is reasonably likely expected to incur) any liability to or on account of a Plan pursuant to Section 409, 502(i), 502(1502(l), 515, 4062, 4063, 4064, 4069, 4201 or 4204 of EXECUTION COPY ERISA or Section 4971 or 4975 of the Code or has been notified in writing that it will incur any liability under any of the foregoing Sections with respect to any Plan; no proceedings have been instituted (or are reasonably likely to be instituted) to terminate or to reorganize any Plan or to appoint a trustee to administer any Plan, and no written notice of any such proceedings has been given to any of Holdings, the Borrower Borrower, any of the Restricted Subsidiaries or any ERISA Affiliate; and no the conditions for imposition of a lien that could be imposed under the Code or ERISA on the assets of any of Holdings, the Borrower Borrower, any of the Restricted Subsidiaries or any ERISA Affiliate exists do not exist (or is are not reasonably likely to exist) nor has Holdings, the Borrower Borrower, any of the Restricted Subsidiaries or any ERISA Affiliate been notified in writing that such a lien will be imposed on the assets of any of Holdings, the Borrower Borrower, any of the Restricted Subsidiaries or any ERISA Affiliate on account of any Plan, except to the extent that a breach of any of the representations, warranties or agreements in this Section 8.11 (a) 7.11 would not result, individually or in the aggregate, in an amount of liability that would be reasonably likely to have a Material Adverse EffectEffect or relates to any matter disclosed in the financial statements of the Borrower contained in the Confidential Information Memorandum. No Plan (other than a Multiemployer Planmultiemployer plan) has an Unfunded Current Liability that would, individually or when taken together with any other liabilities referenced in this Section 8.11(a)7.11, be reasonably likely to have a Material Adverse Effect. With respect to Plans that are Multiemployer Plans multiemployer plans (as defined in Section 3(37) of ERISA), the representations and warranties in this Section 8.11(a)7.11, other than any made with respect to (ia) liability under Section 4201 or 4204 of ERISA or (iib) liability for termination or reorganization of such Plans under ERISA, are made to the best knowledge of the Borrower.

Compliance with ERISA. (a) Each Plan is in compliance with ERISA, the Code and any applicable Requirement of Law; no Reportable Event has occurred (or is reasonably likely to occur) with respect to any Plan; no Plan is insolvent or in reorganization (or is reasonably likely to be insolvent or in reorganization), and no written notice of any such insolvency or reorganization has been given to the Borrower or any ERISA Affiliate; no Plan (other than a Multiemployer Plan) has an accumulated or waived funding deficiency (or is reasonably likely to have such a deficiency); on and after the effectiveness of the Pension Act, each Plan that is subject to Title IV of ERISA has satisfied the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, and there has been no determination that any such Plan is, or is expected to be, in “at risk” status (within the meaning of Section 4010(d)(2) of ERISA); none of the Borrower or any ERISA Affiliate has incurred (or is reasonably likely to incur) any liability to or on account of a Plan pursuant to Section 409, 502(i), 502(1502(l), 515, 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code or has been notified in writing that it will incur any liability under any of the foregoing Sections with respect to any Plan; no proceedings have been instituted (or are reasonably likely to be instituted) to terminate or to reorganize any Plan or to appoint a trustee to administer any Plan, and no written notice of any such proceedings has been given to the Borrower or any ERISA Affiliate; and no lien imposed under the Code or ERISA on the assets of the Borrower or any ERISA Affiliate exists (or is reasonably likely to exist) nor has the Borrower or any ERISA Affiliate been notified in writing that such a lien will be imposed on the assets of the Borrower or any ERISA Affiliate on account of any Plan, except to the extent that a breach of any of the representations, warranties or agreements agreement in this Section 8.11 (a8.11(a) would not result, individually or in the aggregate, in an amount of liability that would be reasonably likely to have a Material Adverse Effect. No Plan (other than a Multiemployer Plan) has an Unfunded Current Liability that would, individually or when taken together with any other liabilities referenced in this Section 8.11(a), be reasonably likely to have a Material Adverse Effect. With respect to Plans that are Multiemployer Plans (as defined in Section 3(37) of ERISA)Plans, the representations and warranties in this Section 8.11(a), other than any made with respect to (i) liability under Section 4201 or 4204 of ERISA or (ii) liability for termination or reorganization of such Plans under ERISA, are made to the best knowledge of the Borrower.. 715000788 12406500715000788 12406500

Compliance with ERISA. (a) Each Plan is in compliance with ERISA, the Code and any applicable Requirement of Law; no Reportable Event has occurred (or is reasonably likely to occur) with respect to any Plan; no Plan is insolvent or in reorganization (or is reasonably likely to be insolvent or in reorganization), and no written notice of any such insolvency or reorganization has been given to the Borrower Borrower, any Subsidiary or any ERISA Affiliate; no Plan (other than a Multiemployer Planmultiemployer plan) has an accumulated or waived funding deficiency (or is reasonably likely to have such a deficiency); on and after the effectiveness of the Pension Act, each Plan that is subject to Title IV of ERISA has satisfied the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, and there has been no determination that any such Plan is, or is expected to be, in “at risk” status (within the meaning of Section 4010(d)(2) of ERISA); none of the Borrower Borrower, any Subsidiary or any ERISA Affiliate has incurred (or is reasonably likely expected to incur) any liability to or on account of a Plan pursuant to Section 409, 502(i), 502(1), 515, 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code or has been notified in writing that it will incur any liability under any of the foregoing Sections with respect to any Plan; no proceedings have been instituted (or are reasonably likely to be instituted) to terminate or to reorganize any Plan or to appoint a trustee to administer any Plan, and no written notice of any such proceedings has been given to the Borrower Borrower, any Subsidiary or any ERISA Affiliate; and no lien imposed under the Code or ERISA on the assets of the Borrower or any Subsidiary or any ERISA Affiliate exists (or is reasonably likely to exist) nor has the Borrower Borrower, any Subsidiary or any ERISA Affiliate been notified in writing that such a lien will be imposed on the assets of the Borrower Borrower, any Subsidiary or any ERISA Affiliate on account of any Plan, except to the extent that a breach of any of the representations, warranties or agreements in this Section 8.11 (a) would not result, individually or in the aggregate, in an amount of liability that would be reasonably likely to have a Material Adverse EffectEffect or relates to any matter disclosed in the financial statements of the Borrower contained in the Confidential Information Memorandum. No Plan (other than a Multiemployer Planmultiemployer plan) has an Unfunded Current Liability that would, individually or when taken together with any other liabilities referenced in this Section 8.11(a)8.11, be reasonably likely to have a Material Adverse Effect. With respect to Plans that are Multiemployer Plans multiemployer plans (as defined in Section 3(37) of ERISA), the representations and warranties in this Section 8.11(a), other than any made with respect to (i) liability under Section 4201 or 4204 of ERISA or (ii) liability for termination or reorganization of such Plans under ERISA, are made to the best knowledge of the Borrower.

Compliance with ERISA. (a) Each Plan is Borrowers represent and warrant that Borrowers are in compliance in all material respects with all applicable provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”), as amended, and the Code regulations and any applicable Requirement of Law; no published interpretations thereunder. Neither a Reportable Event as set forth in Section 4043 of ERISA or the regulations thereunder (“Reportable Event”) nor a prohibited transaction as set forth in Section 406 of ERISA or Section 4975 of the Internal Revenue Code of 1986, as amended, has occurred (or and is reasonably likely to occur) continuing with respect to any employee benefit plan established, maintained, or to which contributions have been made by Borrowers or any trade or business (whether or not incorporated) which together with Borrowers would be treated as a single employer under Section 4001 of ERISA (“ERISA Affiliate”) for its employees which is covered by Title I or Title IV of ERISA (“Plan”); no Plan is insolvent or in reorganization (or is reasonably likely to be insolvent or in reorganization), and no written notice of any such insolvency or reorganization intent to terminate a Plan has been given to the Borrower or filed nor has any ERISA Affiliate; no Plan (other than a Multiemployer Plan) has an accumulated or waived funding deficiency (or is reasonably likely to have such a deficiency); on and after the effectiveness of the Pension Act, each Plan that been terminated which is subject to Title IV of ERISA; no circumstances exist that constitute grounds under Section 4042 of ERISA has satisfied entitling the minimum funding standards Pension Benefit Guaranty Corporation (within the meaning of Section 412 of the Code or Section 302 of ERISA“PBGC”) applicable to such Plan, and there has been no determination that any such Plan isinstitute proceedings to terminate, or is expected to be, in “at risk” status (within the meaning of Section 4010(d)(2) of ERISA); none of the Borrower or any ERISA Affiliate has incurred (or is reasonably likely to incur) any liability to or on account of a Plan pursuant to Section 409, 502(i), 502(1), 515, 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code or has been notified in writing that it will incur any liability under any of the foregoing Sections with respect to any Plan; no proceedings have been instituted (or are reasonably likely to be instituted) to terminate or to reorganize any Plan or to appoint a trustee to administer any a Plan, and no written notice of nor has the PBGC instituted any such proceedings has been given to the Borrower or any ERISA Affiliateproceedings; and no lien imposed under the Code or ERISA on the assets of the Borrower or neither Borrowers nor any ERISA Affiliate exists (has completely or is reasonably likely to exist) nor has the Borrower or any ERISA Affiliate been notified in writing that such a lien will be imposed on the assets of the Borrower or any ERISA Affiliate on account of any Plan, except to the extent that a breach of any of the representations, warranties or agreements in this Section 8.11 (a) would not result, individually or in the aggregate, in an amount of liability that would be reasonably likely to have a Material Adverse Effect. No Plan (other than a Multiemployer Plan) has an Unfunded Current Liability that would, individually or when taken together with any other liabilities referenced in this Section 8.11(a), be reasonably likely to have a Material Adverse Effect. With respect to Plans that are Multiemployer Plans (as defined in Section 3(37) of ERISA), the representations and warranties in this Section 8.11(a), other than any made with respect to (i) liability partially withdrawn under Section 4201 or 4204 of ERISA from any Plan described in Section 4001(a)(3) of ERISA which covers employees of Borrowers or any ERISA Affiliate (ii“Multi-employer Plan”); Borrowers and each ERISA Affiliate has met its minimum funding requirements under ERISA with respect to all of its Plans and the present fair market value of all Plan assets equals or exceeds the present value of all vested benefits under or all claims reasonably anticipated against each Plan, as determined on the most recent valuation date of the Plan and in accordance with the provisions of ERISA and the regulations thereunder and the applicable statements of the Financial Accounting Standards Board (“FASB”) for calculating the potential liability for termination of Borrowers or reorganization any ERISA Affiliate under any Plan; neither Borrowers nor any ERISA Affiliate has incurred any liability to the PBGC (except payment of such Plans premiums, which is current) under ERISA. Borrowers, each ERISA Affiliate and each group health plan (as defined in ERISA Section 733) sponsored by Borrowers and each ERISA Affiliate, or in which Borrowers or any ERISA Affiliate is a participating employer, are made in material compliance with, have satisfied and continue to satisfy (to the best knowledge extent applicable) all requirements for continuation of group health coverage under Section 4980B of the BorrowerInternal Revenue Code and Sections 601 et seq. of ERISA, and are in compliance with, have satisfied and continue to satisfy Part 7 of ERISA and all corresponding and similar state laws relating to portability, access and renewability of group health benefits and other requirements included in Part 7.

Compliance with ERISA. Except as would not, individually or in the aggregate, have a Material Adverse Effect: (a) Each each Pension Plan is in compliance with ERISA, the Code and any applicable Requirement of Applicable Law; (b) no Reportable Event has occurred (or is reasonably likely to occur); (c) with respect to any Plan; no Multiemployer Plan is insolvent or in reorganization “insolvent” within the meaning of Section 4245 of ERISA (or is reasonably likely to be insolvent or in reorganizationinsolvent), and no written notice of any such insolvency or reorganization has been given to the Borrower or any Restricted Subsidiary or any ERISA Affiliate; no Plan (other than d) none of the Borrower, any of the Restricted Subsidiaries or any ERISA Affiliate has failed to make a required contribution to a Multiemployer Plan) has an accumulated , whether or not waived funding deficiency (or is reasonably likely to have fail to make such a deficiencyrequired contribution); on and after the effectiveness of the (e) no Pension Act, each Plan that is subject to Title IV of ERISA has satisfied the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, and there has been no determination that any such Plan is, or is expected to be, in “at at-risk” status (within the meaning of Section 4010(d)(2) 430 of the Code or Section 303 of ERISA and no Multiemployer Plan is, or is expected to be, in “endangered or critical status” within the meaning of Section 432 of the Code or Section 305 of ERISA); (f) none of the Borrower Borrower, any of the Restricted Subsidiaries or any ERISA Affiliate has incurred (or is reasonably likely to incur) any liability to or on account of a Pension Plan or Multiemployer Plan, as applicable, pursuant to Section 409, 502(i), 502(1502(l), 515, 4062, 4063, 4064, 4069, 4201 4201, 4204 or 4204 4212(c) of ERISA or Section 4971 or 4975 of the Code or has been notified in writing that it will incur any liability under any of the foregoing Sections with respect to any Pension Plan or Multiemployer Plan; (g) no proceedings by the PBGC have been instituted (or are reasonably likely to be instituted) to terminate or to reorganize any Pension Plan or Multiemployer Plan or to appoint a trustee to administer any Pension Plan or Multiemployer Plan, and no written notice of any such proceedings has been given to the Borrower Borrower, any of the Restricted Subsidiaries or any ERISA Affiliate; and no lien (h) the conditions for imposition of a Lien that could be imposed under the Code or ERISA on the assets of the Borrower Borrower, any of the Restricted Subsidiaries or any ERISA Affiliate exists with respect to a Pension Plan do not exist (or is and are not reasonably likely to exist) nor has the Borrower Borrower, any of the Restricted Subsidiaries or any ERISA Affiliate been notified in writing that such a lien will be imposed on the assets of the Borrower Borrower, any of the Restricted Subsidiaries or any ERISA Affiliate on account of any Pension Plan; and (i) each Foreign Plan is in compliance with Applicable Laws (including funding requirements under such Applicable Laws), except and no proceedings have been instituted to terminate any Foreign Plan which would reasonably be expected to give rise to liability for the extent that a breach of Borrower or any of the representations, warranties or agreements in this Section 8.11 (a) would not result, individually or in the aggregate, in an amount of liability that would be reasonably likely to have a Material Adverse EffectRestricted Subsidiary. No Pension Plan (other than a Multiemployer Plan) has an Unfunded Current Liability that would, individually or when taken together with any other liabilities incurred or reasonably likely to be incurred by the Borrower, any of the Restricted Subsidiaries or any ERISA Affiliate as referenced in this Section 8.11(a)8.11, be reasonably likely to have a Material Adverse Effect. With respect to Plans that are Multiemployer Plans (as defined in Section 3(37) of ERISA), the representations and warranties in this Section 8.11(a), other than any made with respect to (i) liability under Section 4201 or 4204 of ERISA or (ii) liability for termination or reorganization of such Plans under ERISA, are made to the best knowledge of the Borrower.

Compliance with ERISA. Except as would not, individually or in the aggregate, have a Material Adverse Effect: (a) Each each Pension Plan is in compliance with ERISA, the Code and any applicable Requirement of Applicable Law; (b) no Reportable Event has occurred (or is reasonably likely to occur); (c) with respect to any Plan; no Multiemployer Plan is insolvent or in reorganization “insolvent” within the meaning of Section 4245 of ERISA (or is reasonably likely to be insolvent or in reorganizationinsolvent), and no written notice of any such insolvency or reorganization has been given to the Borrower or any Restricted Subsidiary or any ERISA Affiliate; no Plan (other than d) none of the Borrower, any of the Restricted Subsidiaries or any ERISA Affiliate has failed to make a required contribution to a Multiemployer Plan) has an accumulated , whether or not waived funding deficiency (or is reasonably likely to have fail to make such a deficiencyrequired contribution); on and after the effectiveness of the (e) no Pension Act, each Plan that is subject to Title IV of ERISA has satisfied the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, and there has been no determination that any such Plan is, or is expected to be, in “at at-risk” status (within the meaning of Section 4010(d)(2) 430 of the Code or Section 303 of ERISA and no Multiemployer Plan is, or is expected to be, in “endangered or critical status” within the meaning of Section 432 of the Code or Section 305 of ERISA); (f) none of the Borrower Borrower, any of the Restricted Subsidiaries or any ERISA Affiliate has incurred (or is reasonably likely to incur) any liability to or on account of a Pension Plan or Multiemployer Plan, as applicable, pursuant to Section 409, 502(i), 502(1502(l), 515, 4062, 4063, 4064, 4069, 4201 4201, 4204 or 4204 4212(c) of ERISA or Section 4971 or 4975 of the Code or has been notified in writing that it will incur any liability under any of the foregoing Sections with respect to any Pension Plan or Multiemployer Plan; (g) no proceedings by the PBGC have been instituted (or are reasonably likely to be instituted) to terminate or to reorganize any Pension Plan or Multiemployer Plan or to appoint a trustee to administer any Pension Plan or Multiemployer Plan, and no written notice of any such proceedings has been given to the Borrower Borrower, any of the Restricted Subsidiaries or any ERISA Affiliate; and no lien (h) the conditions for imposition of a Lien that could be imposed under the Code or ERISA on the assets of the Borrower Borrower, any of the Restricted Subsidiaries or any ERISA Affiliate exists with respect to a Pension Plan do not exist (or is and are not reasonably likely to exist) nor has the Borrower Borrower, any of the Restricted Subsidiaries or any ERISA Affiliate been notified in writing that such a lien will be imposed on the assets of the Borrower Borrower, any of the Restricted Subsidiaries or any ERISA Affiliate on account of any Pension Plan; and (i) each Foreign Plan is in compliance with Applicable Laws (including funding requirements under such Applicable Laws), except and no proceedings have been instituted to terminate any Foreign Plan which would reasonably be expected to give rise to liability for the extent that a breach of Borrower or any of the representations, warranties or agreements in this Section 8.11 (a) would not result, individually or in the aggregate, in an amount of liability that would be reasonably likely to have a Material Adverse EffectRestricted Subsidiary. No Pension Plan (other than a Multiemployer Plan) has an Unfunded Current Liability that would, individually or when taken together with any other liabilities incurred or reasonably likely to be incurred by the Borrower, any of the Restricted Subsidiaries or any ERISA Affiliate as referenced in this Section 8.11(a)8.11, be reasonably likely to have a Material Adverse Effect. With respect to Plans that are Multiemployer Plans (as defined in Section 3(37) of ERISA), the representations and warranties in this Section 8.11(a), other than any made with respect to (i) liability under Section 4201 or 4204 of ERISA or (ii) liability for termination or reorganization of such Plans under ERISA, are made to the best knowledge of the Borrower.8.12

Compliance with ERISA. (a) Each Plan is in compliance with ERISA, the Code and any applicable Requirement of Law; no Reportable Event has occurred (or is reasonably likely to occur) with respect to any Plan; no Plan is insolvent or in reorganization (or is reasonably likely to be insolvent or in reorganization), and no written notice of any such insolvency or reorganization has been given to the Borrower Borrower, any Subsidiary or any ERISA Affiliate; no Plan (other than a Multiemployer Planmultiemployer plan) has an accumulated or waived funding deficiency (or is reasonably likely to have such a deficiency); on and after the effectiveness of the Pension Act, each Plan that is subject to Title IV of ERISA has satisfied the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, and there has been no determination that any such Plan is, or is expected to be, in “at risk” status (within the meaning of Section 4010(d)(2) of ERISA); none of neither the Borrower or nor any Subsidiary nor any ERISA Affiliate has incurred (or is reasonably likely expected to incur) any liability to or on account of a Plan pursuant to Section 409, 502(i), 502(1502(l), 515, 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code or has been notified in writing that it will incur any liability under any of the foregoing Sections with respect to any Plan; no proceedings have been instituted (or are reasonably likely to be instituted) to terminate or to reorganize any Plan or to appoint a trustee to administer any Plan, and no written notice of any such proceedings has been given to the Borrower Borrower, any Subsidiary or any ERISA Affiliate; and no lien imposed under the Code or ERISA on the assets of the Borrower or any Subsidiary or any ERISA Affiliate exists (or is reasonably likely to exist) nor has the Borrower Borrower, any Subsidiary or any ERISA Affiliate been notified in writing that such a lien will be imposed on the assets of the Borrower Borrower, any Subsidiary or any ERISA Affiliate on account of any Plan, except to the extent that a breach of any of the foregoing representations, warranties or agreements in this Section 8.11 (a) would not result, individually or in the aggregate, in an amount of liability that would be reasonably likely to have a Material material Adverse EffectEffect or relates to any matter disclosed in the financial statements of the Borrower contained in the Confidential Information Memorandum. No Plan (other than a Multiemployer Planmultiemployer plan) has an Unfunded Current Liability that would, individually or when taken together with any other liabilities referenced in this Section 8.11(a)8.11, be reasonably likely to have a Material Adverse Effect. With respect to Plans that are Multiemployer Plans multiemployer plans (as defined in Section 3(37) of ERISA), the representations and warranties in this Section 8.11(a)8.11, other than any made with respect to (ia) liability under Section 4201 or 4204 of ERISA or (iib) liability for termination or reorganization of such Plans under ERISA, are made to the best knowledge of the Borrower.

Compliance with ERISA. (a) Each Plan is in compliance with ERISA, the Code and any applicable Requirement of Law; no Reportable Event has occurred (or is reasonably likely to occur) with respect to any Plan; no Plan is insolvent or in reorganization (or is reasonably likely to be insolvent or in reorganization), and no written notice of any such insolvency or reorganization has been given to the Borrower Borrower, any Subsidiary or any ERISA Affiliate; no Plan (other than a Multiemployer Planmultiemployer plan) has an accumulated or waived funding deficiency (or is reasonably likely to have such a deficiency); on and after the effectiveness of the Pension Act, each Plan that is subject to Title IV of ERISA has satisfied the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, and there has been no determination that any such Plan is, or is expected to be, in “at risk” status (within the meaning of Section 4010(d)(2) of ERISA); none of neither the Borrower or nor any Subsidiary nor any ERISA Affiliate has incurred (or is reasonably likely expected to incur) any liability to or on account of a Plan pursuant to Section 409, 502(i), 502(1502(l), 515, 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code or has been notified in writing that it will incur any liability under any of the foregoing Sections with respect to any Plan; no proceedings have been instituted (or are reasonably likely to be instituted) to terminate or to reorganize any Plan or to appoint a trustee to administer any Plan, and no written notice of any such proceedings has been given to the Borrower Borrower, any Subsidiary or any ERISA Affiliate; and no lien imposed under the Code or ERISA on the assets of the Borrower or any Subsidiary or any ERISA Affiliate exists (or is reasonably likely to exist) nor has the Borrower Borrower, any Subsidiary or any ERISA Affiliate been notified in writing that such a lien will be imposed on the assets of the Borrower Borrower, any Subsidiary or any ERISA Affiliate on account of any Plan, except EXCEPT to the extent that a breach of any of the foregoing representations, warranties or agreements in this Section 8.11 (a) would not result, individually or in the aggregate, in an amount of liability that would be reasonably likely to have a Material Adverse EffectEffect or relates to any matter disclosed in the financial statements of the Borrower contained in the Confidential Information Memorandum. No Plan (other than a Multiemployer Planmultiemployer plan) has an Unfunded Current Liability that would, individually or when taken together with any other liabilities referenced in this Section 8.11(a)8.11, be reasonably likely to have a Material Adverse Effect. With respect to Plans that are Multiemployer Plans multiemployer plans (as defined in Section 3(37) of ERISA), the representations and warranties in this Section 8.11(a)8.11, other than any made with respect to (ia) liability under Section 4201 or 4204 of ERISA or (iib) liability for termination or reorganization of such Plans under ERISA, are made to the best knowledge of the Borrower.

Compliance with ERISA. (a) Each Plan is has been maintained and operated in compliance all material respects in accordance with ERISAall Applicable Laws, including ERISA and the Code and except to the extent that any applicable Requirement failure thereof could not reasonably be expected to result in a material liability. Each Plan intended to qualify under Section 401(a) of Law; no the Code so qualifies except to the extent that any failure to so qualify could not reasonably be expected to result in a material liability. No Reportable Event has occurred (or is reasonably likely to occur) with respect to any Plan; no since the effective date of the Plan is insolvent or in reorganization (or is reasonably likely to be insolvent or in reorganization), and no written notice of any such insolvency or reorganization has been given to the Borrower or any ERISA Affiliate; no Reorganization. No Plan (other than a Multiemployer Plan) has an "accumulated or waived funding deficiency (or is reasonably likely to have such a deficiency); on and after the effectiveness of the Pension Act, each Plan that is subject to Title IV of ERISA has satisfied the minimum funding standards (," within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, and there has been no determination that any such Plan is, or is expected to behas applied for or received a waiver of the minimum funding standards or an extension of any amortization period, in “at risk” status (within the meaning of Section 4010(d)(2) 412 of the Code or Section 303 or 304 of ERISA); none . No material liability has been, and no circumstances exist pursuant to which any such material liability could reasonably likely be, imposed upon any Credit Party or ERISA Affiliate (i) under Sections 4971 through 4980B of the Borrower or any ERISA Affiliate has incurred (or is reasonably likely to incur) any liability to or on account of a Plan pursuant to Code, Section 409, 502(i), 502(1)502(l) or 515 of ERISA, 515, 4062, 4063, 4064, 4069, 4201 or 4204 under Title IV of ERISA or Section 4971 or 4975 of the Code or has been notified in writing that it will incur any liability under any of the foregoing Sections with respect to any Plan; no proceedings have been instituted (or are reasonably likely to be instituted) to terminate or to reorganize any Plan or to appoint a trustee to administer any Multiemployer Plan, and no written notice of any such proceedings has been given to the Borrower or any ERISA Affiliate; and no lien imposed under the Code or ERISA on the assets of the Borrower or any ERISA Affiliate exists (or is reasonably likely to exist) nor has the Borrower or any ERISA Affiliate been notified in writing that such a lien will be imposed on the assets of the Borrower or any ERISA Affiliate on account of any Plan, except to the extent that a breach of any of the representations, warranties or agreements in this Section 8.11 (a) would not result, individually or in the aggregate, in an amount of liability that would be reasonably likely to have a Material Adverse Effect. No Plan (other than a Multiemployer Plan) has an Unfunded Current Liability that would, individually or when taken together with any other liabilities referenced in this Section 8.11(a), be reasonably likely to have a Material Adverse Effect. With respect to Plans that are Multiemployer Plans (as defined in Section 3(37) of ERISA), the representations and warranties in this Section 8.11(a), other than any made with respect to (i) liability under Section 4201 any plan heretofore maintained by Borrower or 4204 of ERISA Affiliate, or any entity that heretofore was an ERISA Affiliate, or (ii) liability for termination the failure to fulfill any obligation to contribute to any Multiemployer Plan. Neither Borrower nor any ERISA Affiliate has received any notification that any Multiemployer Plan is in reorganization or reorganization has been terminated within the meaning of such Plans under Title IV of ERISA, are made no Multiemployer Plan is reasonably expected to be in reorganization or to be terminated and, using actuarial assumptions and computation methods consistent with Part 1 of Subtitle E of Title IV of ERISA, the best knowledge aggregate liabilities of Borrower and its ERISA Affiliates to all Multiemployer Plans in the event of a complete withdrawal therefrom, as of the Borrowerclose of the most recent fiscal year of each such Plan then ended would not exceed $1,000,000.

Compliance with ERISA. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: (a) Each each Pension Plan is in compliance with ERISA, the Code and any applicable Requirement of Applicable Law; (b) no Reportable Event has occurred (or is reasonably likely to occur); (c) with respect to any Plan; no Multiemployer Plan is insolvent or in reorganization “insolvent” within the meaning of Section 4245 of ERISA (or is reasonably likely to be insolvent or in reorganizationinsolvent), and no written notice of any such insolvency or reorganization has been given to any of the Borrower Borrower, any of the Restricted Subsidiaries or any ERISA Affiliate; no Plan (other than d) none of the Borrower, any of the Restricted Subsidiaries or any ERISA Affiliate has failed to make a required contribution to a Multiemployer Plan) has an accumulated , whether or not waived funding deficiency (or is reasonably likely to have fail to make such a deficiencyrequired contribution); on and after the effectiveness of the (e) no Pension Act, each Plan that is subject to Title IV of ERISA has satisfied the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, and there has been no determination that any such Plan is, or is expected to be, in “at at-risk” status (within the meaning of Section 4010(d)(2) 430 of the Code or Section 303 of ERISA and no Multiemployer Plan is, or is expected to be, in “endangered or critical status” within the meaning of Section 432 of the Code or Section 305 of ERISA); (f) none of the Borrower Borrower, any of the Restricted Subsidiaries or any ERISA Affiliate has incurred (or is reasonably likely to incur) any liability to or on account of a Pension Plan or Multiemployer Plan, as applicable, pursuant to Section 409, 502(i), 502(1502(l), 515, 4062, 4063, 4064, 4069, 4201 4201, 4204, or 4204 4212(c) of ERISA or Section 4971 or 4975 of the Code or has been notified in writing that it will incur any liability under any of the foregoing Sections with respect to any Pension Plan or Multiemployer Plan; (g) no proceedings by the PBGC have been instituted (or are reasonably likely to be instituted) to terminate or to reorganize any Pension Plan or Multiemployer Plan or to appoint a trustee to administer any Pension Plan or Multiemployer Plan, and no written notice of any such proceedings has been given to any of the Borrower Borrower, any of the Restricted Subsidiaries or any ERISA Affiliate; and no lien (h) the conditions for imposition of a Lien that could be imposed under the Code or ERISA on the assets of any of the Borrower Borrower, any of the Restricted Subsidiaries or any ERISA Affiliate exists with respect to a Pension Plan do not exist (or is and are not reasonably likely to exist) nor has the Borrower Borrower, any of the Restricted Subsidiaries or any ERISA Affiliate been notified in writing that such a lien Lien will be imposed on the assets of any of the Borrower Borrower, any of the Restricted Subsidiaries or any ERISA Affiliate on account of any Pension Plan; and (i) each Foreign Plan is in compliance with Applicable Laws (including funding requirements under such Applicable Laws), except and no proceedings have been instituted to terminate any Foreign Plan which would reasonably be expected to give rise to liability for the extent that a breach of Borrower or any of the representations, warranties or agreements in this Section 8.11 (a) would not result, individually or in the aggregate, in an amount of liability that would be reasonably likely to have a Material Adverse EffectRestricted Subsidiary. No Pension Plan (other than a Multiemployer Plan) has an Unfunded Current Liability that would, individually or when taken together with any other liabilities incurred or reasonably likely to be incurred by the Borrower, any of the Restricted Subsidiaries or any ERISA Affiliate as referenced in this Section 8.11(a)8.11, be reasonably likely to have a Material Adverse Effect. With respect to Plans that are Multiemployer Plans (as defined in Section 3(37) of ERISA)Plans, the representations and warranties in this Section 8.11(a)8.11, other than any made with respect to (i) liability under Section 4201 4201, 4204, or 4204 4212(c) of ERISA ERISA, (ii) any contribution required to be made, or (iiiii) liability for termination or reorganization of any such Plans Multiemployer Plan under ERISA, are made to the best knowledge of the Borrower.

Compliance with ERISA. (a) Each Plan is in compliance with ERISA, the Code and any applicable Requirement of Law; no Reportable Event has occurred (or is reasonably likely to occur) with respect to any Plan; no Plan is insolvent or in reorganization (or is reasonably likely to be insolvent or in reorganization), and no written notice of any such insolvency or reorganization has been given to the Borrower Borrower, any Subsidiary or any ERISA Affiliate; no Plan (other than a Multiemployer Planmultiemployer plan) has an accumulated or waived funding deficiency (or is reasonably likely to have such a deficiency); on and after the effectiveness of the Pension Act, each Plan that is subject to Title IV of ERISA has satisfied the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, and there has been no determination that any such Plan is, or is expected to be, in “at risk” status (within the meaning of Section 4010(d)(2) of ERISA); none of the Borrower Borrower, any Subsidiary or any ERISA Affiliate has incurred (or is reasonably likely expected to incur) any liability to or on account of a Plan pursuant to Section 409, 502(i), 502(1502(l), 515, 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code or has been notified in writing that it will incur any liability under any of the foregoing Sections with respect to any Plan; no proceedings have been instituted (or are reasonably likely to be instituted) to terminate or to reorganize any Plan or to appoint a trustee to administer any Plan, and no written notice of any such proceedings has been given to the Borrower Borrower, any Subsidiary or any ERISA Affiliate; and no lien imposed under the Code or ERISA on the assets of the Borrower or any Subsidiary or any ERISA Affiliate exists (or is reasonably likely to exist) nor has the Borrower Borrower, any Subsidiary or any ERISA Affiliate been notified in writing that such a lien will be imposed on the assets of the Borrower Borrower, any Subsidiary or any ERISA Affiliate on account of any Plan, except to the extent that a breach of any of the representations, warranties or agreements in this Section 8.11 (a) would not result, individually or in the aggregate, in an amount of liability that would be reasonably likely to have a Material Adverse EffectEffect or relates to any matter disclosed in the financial statements of the Borrower contained in Holdings’ Form 10-K for the year ended December 31, 2007. No Except as listed on Schedule 8.11, no Plan (other than a Multiemployer Planmultiemployer plan) has an Unfunded Current Liability that would, individually or when taken together with any other liabilities referenced in this Section 8.11(a)8.11, be reasonably likely to have a Material Adverse Effect. With respect to Plans that are Multiemployer Plans multiemployer plans (as defined in Section 3(37) of ERISA), the representations and warranties in this Section 8.11(a), other than any made with respect to (i) liability under Section 4201 or 4204 of ERISA or (ii) liability for termination or reorganization of such Plans under ERISA, are made to the best knowledge of the Borrower.

Compliance with ERISA. (a) Each Plan is in compliance with ERISA, the Code and any applicable Requirement of Law; no Reportable Event has occurred (or is reasonably likely to occur) with respect to any Plan; no Plan is insolvent or in reorganization (or is reasonably likely to be insolvent or in reorganization), and no written notice of any such insolvency or reorganization has been given to any of Holdings, the Borrower Borrower, any Subsidiary or any ERISA Affiliate; with respect to any Plan, no Plan (other than a Multiemployer Plan) has an accumulated or waived funding deficiency (or is reasonably likely failure to have such a deficiency); on and after the effectiveness of the Pension Act, each Plan that is subject to Title IV of ERISA has satisfied satisfy the minimum funding standards (within the meaning of standard under Section 412 of the Code or Section 302 of ERISA) applicable , whether or not waived, has occurred (or is reasonably likely to such Plan, and there has been occur); no determination that any such Plan is, or is expected to be, in “at at-risk” status (within the meaning of as defined in Section 4010(d)(2303(i)(4) of ERISA); ERISA or Section 430(i)(4) of the Code) has occurred none of Holdings, the Borrower Borrower, any Subsidiary or any ERISA Affiliate has incurred (or is reasonably likely expected to incur) any liability to or on account of a Plan pursuant to Section 409, 502(i), 502(1502(l), 515, 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code or has been notified in writing that it will incur any liability under any of the foregoing Sections with respect to any Plan; no proceedings have been instituted (or are reasonably likely to be instituted) to terminate or to reorganize any Plan or to appoint a trustee to administer any Plan, and no written notice of any such proceedings has been given to any of Holdings, the Borrower Borrower, any Subsidiary or any ERISA Affiliate; and no lien imposed under the Code or ERISA on the assets of any of Holdings, the Borrower or any Subsidiary or any ERISA Affiliate exists (or is reasonably likely to exist) nor has Holdings, the Borrower Borrower, any Subsidiary or any ERISA Affiliate been notified in writing that such a lien will be imposed on the assets of any of Holdings, the Borrower Borrower, any Subsidiary or any ERISA Affiliate on account of any Plan, except to the extent that a breach of any of the representations, warranties or agreements in this Section 8.11 (a) would not result, individually or in the aggregate, in an amount of liability that would be reasonably likely to have a Material Adverse Effect. No Plan (other than a Multiemployer Planmultiemployer plan) has an Unfunded Current Liability that would, individually or when taken together with any other liabilities referenced in this Section 8.11(a)8.11, be reasonably likely to have a Material Adverse Effect. With respect to Plans that are Multiemployer Plans multiemployer plans (as defined in Section 3(37) of ERISA), the representations and warranties in this Section 8.11(a)8.11, other than any made with respect to (ia) liability under Section 4201 or 4204 of ERISA or (iib) liability for termination or reorganization of such Plans under ERISA, are made to the best knowledge of the Borrower.

Compliance with ERISA. (a1) Each Plan is The Seller shall comply in compliance all material respects with ERISAthe applicable provisions of ERISA and (2) furnish to the Buyer (i) as soon as possible after, and in any event within thirty (30) days after any Responsible Officer of the Code and Seller or any applicable Requirement of Law; no ERISA Affiliate either knows or has reason to know that, any Reportable Event has occurred and the aggregate unfunded vested benefits of the Seller and all ERISA Affiliates of the Seller exceed $50,000,000, (or is reasonably likely to occurA) with respect to any Plan; no Plan is insolvent or in reorganization (or is reasonably likely a copy of the notice of such event required to be insolvent or in reorganization), and no written notice of any such insolvency or reorganization has been given to the Borrower PBGC or, if notice is not so required, a statement of an officer of the Seller having responsibility over its employee benefits (a "Benefits Officer") setting forth in reasonable detail the nature of such event and the action proposed to be taken with respect thereto and (B) in the event that a notice is required to be given to the PBGC, as soon as practicable after the reasonable request of the Buyer following receipt a copy of such notice, a statement of a Benefits Officer of the type described in (A) above, (ii) promptly after receipt thereof, a copy of any notice the Seller or any ERISA Affiliate; no Affiliate may receive from the PBGC relating to the intention of the PBGC to terminate any Plan or Plans (other than a Multiemployer PlanPlan maintained by an ERISA Affiliate that is considered an ERISA Affiliate only pursuant to subsection (m) has an accumulated or waived funding deficiency (o) of Section 414 of the Code) or is reasonably likely to have such appoint a deficiency); on and trustee to administer any Plan or Plans, (iii) within ten (10) days after the effectiveness of due date for filing with the Pension Act, each Plan that is subject PBGC pursuant to Title IV of ERISA has satisfied the minimum funding standards (within the meaning of Section 412 412(n) of the Code of a notice of failure to make a required installment or Section 302 of ERISA) applicable other payment with respect to such a Plan, a copy of such notice, and, as soon as practicable after the reasonable request of the Buyer, a statement of a Benefits Officer setting forth in reasonable detail the nature of such failure and there has been no the action proposed to be taken with respect thereto and (iv) promptly and in any event within thirty (30) days after receipt thereof by the Seller or any ERISA Affiliate from the sponsor of a Multiemployer Plan, a copy of each notice received by the Seller or any ERISA Affiliate concerning (A) the imposition of Withdrawal Liability in excess of $10,000,000 or (B) a determination that any such a Multiemployer Plan is, or is expected to be, terminated or in “at risk” status (reorganization, in each case within the meaning of Section 4010(d)(2) Title IV of ERISA); none of the Borrower or any ERISA Affiliate has incurred (or is reasonably likely to incur) any liability to or on account of a Plan pursuant to Section 409, 502(i), 502(1), 515, 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code or has been notified in writing that it will incur any liability under any of the foregoing Sections with respect to any Plan; no proceedings have been instituted (or are reasonably likely to be instituted) to terminate or to reorganize any Plan or to appoint a trustee to administer any Plan, and no written notice of any such proceedings has been given to the Borrower or any ERISA Affiliate; and no lien imposed under the Code or ERISA on the assets of the Borrower or any ERISA Affiliate exists (or is reasonably likely to exist) nor has the Borrower or any ERISA Affiliate been notified in writing that such a lien will be imposed on the assets of the Borrower or any ERISA Affiliate on account of any Plan, except to the extent that a breach of any of the representations, warranties or agreements in this Section 8.11 (a) would not result, individually or in the aggregate, in an amount of liability that would be reasonably likely to have a Material Adverse Effect. No Plan (other than a Multiemployer Plan) has an Unfunded Current Liability that would, individually or when taken together with any other liabilities referenced in this Section 8.11(a), be reasonably likely to have a Material Adverse Effect. With respect to Plans that are Multiemployer Plans (as defined in Section 3(37) of ERISA), the representations and warranties in this Section 8.11(a), other than any made with respect to (i) liability under Section 4201 or 4204 of ERISA or (ii) liability for termination or reorganization of such Plans under ERISA, are made to the best knowledge of the Borrower.

Compliance with ERISA. No Borrower shall, nor shall it permit any Subsidiary or any ERISA Affiliate to: (ai) Each Plan is engage in compliance any transaction in connection with ERISA, the Code and any applicable Requirement of Law; no Reportable Event has occurred (or is reasonably likely to occur) with respect to any Plan; no Plan is insolvent or in reorganization (or is reasonably likely to be insolvent or in reorganization), and no written notice of any which such insolvency or reorganization has been given to the Borrower or any ERISA Affiliate; no Affiliate could reasonably be expected to be subject to either a civil penalty assessed pursuant to Section 502(i) of ERISA or a tax imposed by Section 4975 of the Code, terminate or withdraw from any Employee Benefit Plan (other than a Multiemployer Plan) has in a manner, or take any other action with respect to any such Employee Benefit Plan (including, without Exhibit 10.1 limitation, a substantial cessation of business operations or an accumulated or waived funding deficiency (or is reasonably likely to have such a deficiency); on and after the effectiveness amendment of the Pension Act, each an Employee Benefit Plan that is subject to Title IV of ERISA has satisfied the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, and there has been no determination that any such Plan is, or is expected to be, in “at risk” status (within the meaning of Section 4010(d)(24041(e) of ERISA); none , which could reasonably be expected to result in any liability of the such Borrower or any ERISA Affiliate has incurred to the PBGC, to the Department of Labor or to a trustee appointed under Section 4042(b) or (or is reasonably likely to incurc) of ERISA, incur any liability to or the PBGC on account of a withdrawal from or a termination of an Employee Benefit Plan pursuant to under Section 4094063 or 4064 of ERISA, 502(i), 502(1), 515, 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code or has been notified in writing that it will incur any liability for post-retirement benefits under any and all welfare benefit plans (as defined in Section 3(1) of ERISA) other than as required by applicable statute, fail to make full payment when due of all amounts which, under the foregoing Sections with respect to provisions of any Plan; no proceedings have been instituted (or are reasonably likely to be instituted) to terminate or to reorganize any Employee Benefit Plan or to appoint a trustee to administer any Planapplicable Law, and no written notice of any such proceedings has been given to the Borrower or any ERISA Affiliate; and no lien imposed under the Code or ERISA on the assets of the Borrower or any ERISA Affiliate exists (is required to pay as contributions thereto, or is reasonably likely permit to exist) nor has the Borrower exist any Accumulated Funding Deficiency, whether or not waived, with respect to any ERISA Affiliate been notified in writing that such a lien will be imposed on the assets of the Borrower or any ERISA Affiliate on account of any Plan, except to the extent that a breach of any of the representations, warranties or agreements in this Section 8.11 (a) would not result, individually or in the aggregate, in an amount of liability that would be reasonably likely to have a Material Adverse Effect. No Employee Benefit Plan (other than a Multiemployer Plan); provided, however, that such engagement, termination, withdrawal, action, incurrence, failure or permitting shall not be deemed to have violated this clause (i) unless any such engagement, termination, withdrawal, action, incurrence, failure or permitting (A) has an Unfunded Current Liability that would, individually resulted or when taken together with any other liabilities referenced could reasonably be expected to result in this Section 8.11(a), be reasonably likely to have a Material Adverse Effect. With respect Effect or (B) has otherwise resulted or could reasonably be expected to Plans result in liabilities or claims against the Borrowers in an amount exceeding $50,000; (ii) at any time permit the termination of any defined benefit pension plan intended to be qualified under Section 401 (a) and 501 (a) of the Code; provided, however, that are Multiemployer Plans such termination shall not be deemed to have violated this clause (ii) unless (A) the value of any benefit liability (as defined in Section 3(374001(a)(16) of ERISA)) upon the termination date of any such terminated defined benefit pension plans of the Borrowers, such Subsidiaries, and their ERISA Affiliates exceeds the representations and warranties then current value (as defined in this Section 8.11(a)3 of ERISA) of all assets in such terminated defined benefit pension plans by an amount in excess of $50,000, other than or (B) the payment of such amount has resulted or could reasonably be expected to result in a Material Adverse Effect or has resulted or could reasonably be expected to result in liabilities or claims against the Borrowers or the Subsidiaries thereof in an amount exceeding $50,000; or (iii) if such Borrower or any made ERISA Affiliate becomes obligated under a Multiemployer Plan (except with respect to (i) the potential liabilities now existing as disclosed in Item 10.12 of the Disclosure Schedule), effect a complete or partial withdrawal such that such Borrower, any such Subsidiary, or their ERISA Affiliates incur Withdrawal Liability under Title IV of ERISA with respect to Multiemployer Plans or otherwise have liability under Section 4201 Title IV of ERISA; provided, however, that the incurrence of such Withdrawal Liability or 4204 other liability under Title IV of ERISA shall not be deemed to be a violation of this clause (iii) unless (A) the amount of the payment by such Borrower of such Withdrawal Liability or other liability has resulted or could reasonably be expected to result in a Material Adverse Effect or (iiB) liability for termination has otherwise resulted or reorganization of such Plans under ERISA, are made could reasonably be expected to the best knowledge result in liabilities or claims against any or all of the BorrowerBorrowers or the Subsidiaries thereof in an amount exceeding $50,000.

Compliance with ERISA. The Borrower shall not, nor permit any Subsidiaries to: (ai) Each Plan is engage in compliance with ERISA, the Code and any applicable Requirement of Law; no Reportable Event has occurred (or is transaction which could reasonably likely be expected to occur) with respect to any Plan; no Plan is insolvent or in reorganization (or is reasonably likely to be insolvent or in reorganization), and no written notice of subject any such insolvency Person to either a civil penalty assessed pursuant to section 502(i) of ERISA or reorganization has been given to a tax imposed by section 4975 of the Borrower Code, terminate or withdraw from any ERISA Affiliate; no Employee Benefit Plan (other than a Multiemployer Plan) has an accumulated or waived funding deficiency (or is take any other action which could reasonably likely to have such a deficiency); on and after the effectiveness of the Pension Act, each Plan that is subject to Title IV of ERISA has satisfied the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, and there has been no determination that any such Plan is, or is be expected to be, result in “at risk” status (within the meaning of Section 4010(d)(2) of ERISA); none any liability of the Borrower or any ERISA Affiliate has incurred Subsidiary to the PBGC, to the Department of Labor or to a trustee appointed under section 4042(b) or (or is reasonably likely to incurc) of ERISA, incur any liability to or the PBGC on account of a withdrawal from or a termination of an Employee Benefit Plan pursuant to Section 409under section 4063 or 4064 of ERISA, 502(i), 502(1), 515, 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code or has been notified in writing that it will incur any liability for post-retirement benefits under any and all welfare benefit plans (as defined in section 3(1) of ERISA) other than as required by applicable statute, fail to make full payment when due of all amounts which, under the foregoing Sections provisions of any Employee Benefit Plan or applicable Law, the Borrower or any Subsidiary is required to pay as contributions thereto, or permit to exist any Accumulated Funding Deficiency, whether or not waived, with respect to any Plan; no proceedings have been instituted (or are reasonably likely to be instituted) to terminate or to reorganize any Plan or to appoint a trustee to administer any Plan, and no written notice of any such proceedings has been given to the Borrower or any ERISA Affiliate; and no lien imposed under the Code or ERISA on the assets of the Borrower or any ERISA Affiliate exists (or is reasonably likely to exist) nor has the Borrower or any ERISA Affiliate been notified in writing that such a lien will be imposed on the assets of the Borrower or any ERISA Affiliate on account of any Plan, except to the extent that a breach of any of the representations, warranties or agreements in this Section 8.11 (a) would not result, individually or in the aggregate, in an amount of liability that would be reasonably likely to have a Material Adverse Effect. No Employee Benefit Plan (other than a Multiemployer Plan) has an Unfunded Current Liability ); provided, however, that wouldsuch engagement, individually termination, withdrawal, action, incurrence, failure or when taken together with any other liabilities referenced in this Section 8.11(a), permitting shall not be reasonably likely deemed to have violated this clause (i) unless any such engagement, termination, withdrawal, action, incurrence, failure or permitting has resulted or could reasonably be expected to result in a Material Adverse Effect. With respect ; (ii) at any time permit the termination of any defined benefit pension plan intended to Plans that are Multiemployer Plans (as defined in Section 3(37be qualified under section 401(a) and 501(a) of ERISA)the Code; provided, however, that such termination shall not be deemed to have violated this clause (ii) unless the representations and warranties payment by the Borrower or any Subsidiary of any amount as a result of such termination has resulted or could reasonably be expected to result in this Section 8.11(a)a Material Adverse Effect; or (iii) if the Borrower becomes obligated under a Multiemployer Plan, other than any made effect a complete or partial withdrawal such that the Borrower or the Subsidiaries incur withdrawal liability under Title IV of ERISA with respect to (i) Multiemployer Plans or otherwise have liability under Section 4201 or 4204 Title IV of ERISA or (ii) liability for termination or reorganization ERISA; provided, however, that the incurrence of such Plans under ERISA, are made liability shall not be deemed to be a violation of this clause (iii) unless the best knowledge amount of the Borrowerpayment has resulted or could reasonably be expected to result in a Material Adverse Effect.

Compliance with ERISA. (a) Each Plan is in compliance with ERISA, the Code and any applicable Requirement of Law; no Reportable Event has occurred (or is reasonably likely to occur) with respect to any Plan; no Plan is insolvent or in reorganization (or is reasonably likely to be insolvent or in reorganization), and no written notice of any such insolvency or reorganization has been given to the Borrower or any ERISA Affiliate; no Plan (other than a Multiemployer Plan) has an accumulated or waived funding deficiency (or is reasonably likely to have such a deficiency); on and after the effectiveness of the Pension Act, each Plan that is subject to Title IV of ERISA has satisfied the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, and there has been no determination that any 80 such Plan is, or is expected to be, in “at risk” status (within the meaning of Section 4010(d)(2) of ERISA); none of the Borrower or any ERISA Affiliate has incurred (or is reasonably likely to incur) any liability to or on account of a Plan or a Multiemployer Plan pursuant to Section 409, 502(i), 502(1502(l), 515, 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code or has been notified in writing that it will incur any liability under any of the foregoing Sections with respect to any Plan or Multiemployer Plan; no proceedings have been instituted (or are reasonably likely to be instituted) to terminate or to reorganize any Plan or to appoint a trustee to administer any Plan, and no written notice of any such proceedings has been given to the Borrower or any ERISA Affiliate; no Multiemployer Plan is insolvent or in reorganization, and no written notice of any such insolvency or reorganization has been given to the Borrower or any ERISA Affiliate; and no lien imposed under the Code or ERISA on the assets of the Borrower or any ERISA Affiliate exists (or is reasonably likely to exist) nor has the Borrower or any ERISA Affiliate been notified in writing that such a lien will be imposed on the assets of the Borrower or any ERISA Affiliate on account of any Plan or a Multiemployer Plan, except to the extent that a breach of any of the representations, warranties or agreements in this Section 8.11 (a9.11(a) would not result, individually or in the aggregate, in an amount of liability that would be reasonably likely to have a Material Adverse Effect. No Plan (other than a Multiemployer Plan) has an Unfunded Current Liability that would, individually or when taken together with any other liabilities referenced in this Section 8.11(a9.11(a), be reasonably likely to have a Material Adverse Effect. With respect to Plans that are Multiemployer Plans (as defined in Section 3(37) of ERISA)Plans, the representations and warranties in this Section 8.11(a9.11(a), other than any made with respect to (i) liability under Section 4201 or 4204 of ERISA or (ii) liability for termination or reorganization of such Plans under ERISA, are made to the best knowledge of the Borrower.

Compliance with ERISA. (a) Each Plan is in compliance with ERISA, the Code and any applicable Requirement of Law; no Reportable Event has occurred (or is reasonably likely to occur) with respect to any Plan; no Plan is insolvent or in reorganization (or is reasonably likely to be insolvent or in reorganization), and no written notice of any such insolvency or reorganization has been given to the Borrower or any ERISA Affiliate; no Plan (other than a Multiemployer Plan) has an accumulated or waived funding deficiency (or is reasonably likely to have such a deficiency); on and after the effectiveness of the Pension Act, each Plan that is subject to Title IV of ERISA has satisfied the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, and there has been no determination that any such Plan is, or is expected to be, in “at risk” status (within the meaning of Section 4010(d)(2) of ERISA); none of the Borrower or any ERISA Affiliate has incurred (or is reasonably likely to incur) any liability to or on account of a Plan pursuant to Section 409, 502(i), 502(1502(l), 515, 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code or has been notified in writing that it will incur any liability under any of the foregoing Sections with respect to any Plan; no proceedings have been instituted (or are reasonably likely to be instituted) to terminate or to reorganize any Plan or to appoint a trustee to administer any Plan, and no written notice of any such proceedings has been given to the Borrower or any ERISA Affiliate; and no lien imposed under the Code or ERISA on the assets of the Borrower or any ERISA Affiliate exists (or is reasonably likely to exist) nor has the Borrower or any ERISA Affiliate been notified in writing that such a lien will be imposed on the assets of the Borrower or any ERISA Affiliate on account of any Plan, except to the extent that a breach of any of the representations, warranties or agreements agreement in this Section 8.11 (a8.11(a) would not result, individually or in the aggregate, in an amount of liability that would be reasonably likely to have a Material Adverse Effect. No Plan (other than a Multiemployer Plan) has an Unfunded Current Liability that would, individually or when taken together with any other liabilities referenced in this Section 8.11(a), be reasonably likely to have a Material Adverse Effect. With respect to Plans that are Multiemployer Plans (as defined in Section 3(37) of ERISA)Plans, the representations and warranties in this Section 8.11(a), other than any made with respect to (i) liability under Section 4201 or 4204 of ERISA or (ii) liability for termination or reorganization of such Plans under ERISA, are made to the best knowledge of the Borrower.or

Compliance with ERISA. With respect to Borrower and -------------- --------------------- any Commonly Controlled Entity (a) Each Plan is in compliance with ERISA, the Code and any applicable Requirement of Law; no Reportable Event has occurred (withdraw from or is reasonably likely to occur) with respect to any Plan; no Plan is insolvent or in reorganization (or is reasonably likely to be insolvent or in reorganization), and no written notice of any such insolvency or reorganization has been given to the Borrower or any ERISA Affiliate; no Plan (other than a Multiemployer Plan) has an accumulated or waived funding deficiency (or is reasonably likely cease to have such a deficiency); on and after the effectiveness of the Pension Actan obligation to contribute to, each any Multiemployer Plan that is subject so as to Title IV of ERISA has satisfied the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, and there has been no determination that result in any such Plan is, or is expected to be, in “at risk” status (within the meaning of Section 4010(d)(2) of ERISA); none material liability of the Borrower or any ERISA Affiliate has incurred Commonly Controlled Entity to PBGC or to any Multiemployer Plan, (or is reasonably likely to incurb) engage in any liability to or on account of a Plan pursuant to "prohibited transaction" (as defined in Section 409, 502(i), 502(1), 515, 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code or has been notified in writing that it will incur any liability under any of the foregoing Sections with respect to any Plan; no proceedings have been instituted (or are reasonably likely to be institutedCode) to terminate or to reorganize involving any Plan or to appoint which would result in a trustee to administer any Plan, and no written notice of any such proceedings has been given to the Borrower or any ERISA Affiliate; and no lien imposed under the Code or ERISA on the assets material liability of the Borrower or any Commonly Controlled Entity for an excise tax or civil penalty in connection therewith, (c) except for any deficiency caused by a waiver of the minimum funding requirement under sections 412 and/or 418 of the Code, as described above, incur or suffer to exist any material "accumulated funding deficiency" (as defined in section 302 of ERISA Affiliate exists (or is reasonably likely to existand section 412 of the Code) nor has the Borrower or any ERISA Affiliate been notified in writing that such a lien will be imposed on the assets of the Borrower or any ERISA Affiliate on account of Commonly Controlled Entity, whether or not waived, involving any Single Employer Plan, except (d) incur or suffer to exist any Reportable Event or the extent that appointment of a breach trustee or institution of proceedings for appointment of a trustee for any Single Employer Plan if, in the case of a Reportable Event, such event continues unremedied for ten (10) days after notice of such Reportable Event pursuant to sections 4043(a), (c) or (d) of ERISA is given, if in the reasonable opinion of the Majority Lenders any of the representationsforegoing is likely to result in a material liability of the Borrower or any Commonly Controlled Entity, warranties (e) permit the assets held under any Plan to be insufficient to protect all accrued benefits, (f) allow or agreements in suffer to exist any event or condition, which presents a material risk of incurring a material liability of the Borrower or any Commonly Controlled Entity to PBGC by reason of termination of any such Plan or (g) cause or permit any Plan maintained by Borrower and/or any Commonly Controlled Entity to be out of compliance with ERISA. For purposes of this Section 8.11 5.2.16 -------------- "material liability" shall be deemed to mean any liability of Fifty Thousand Dollars (a$50,000) would not result, individually or more in the aggregate, in an amount of liability that would be reasonably likely to have a Material Adverse Effect. No Plan (other than a Multiemployer Plan) has an Unfunded Current Liability that would, individually or when taken together with any other liabilities referenced in this Section 8.11(a), be reasonably likely to have a Material Adverse Effect. With respect to Plans that are Multiemployer Plans (as defined in Section 3(37) of ERISA), the representations and warranties in this Section 8.11(a), other than any made with respect to (i) liability under Section 4201 or 4204 of ERISA or (ii) liability for termination or reorganization of such Plans under ERISA, are made to the best knowledge of the Borrower.

Compliance with ERISA. (a) Each Plan is in compliance with ERISA, the Code and any applicable Requirement of Law; no Reportable Event has occurred (or is reasonably likely to occur) with respect to any Plan; no Plan is insolvent or in reorganization (or is reasonably likely to be insolvent or in reorganization), and no written notice of any such insolvency or reorganization has been given to any of Holdings, the Borrower Borrower, any Subsidiary or any ERISA Affiliate; no Plan (other than a Multiemployer Planmultiemployer plan) has an accumulated or waived funding deficiency (or is reasonably likely to have such a deficiency); on and after the effectiveness of the Pension Act, each Plan that is subject to Title IV of ERISA has satisfied the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, and there has been no determination that any such Plan is, or is expected to be, in “at risk” status (within the meaning of Section 4010(d)(2) of ERISA); none of Holdings, the Borrower Borrower, any Subsidiary or any ERISA Affiliate has incurred (or is reasonably likely expected to incur) any liability to or on account of a Plan pursuant to Section 409, 502(i), 502(1502(l), 515, 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code or has been notified in writing that it will incur any liability under any of the foregoing Sections with respect to any Plan; no proceedings have been instituted (or are reasonably likely to be instituted) to terminate or to reorganize any Plan or to appoint a trustee to administer any Plan, and no written notice of any such proceedings has been given to any of Holdings, the Borrower Borrower, any Subsidiary or any ERISA Affiliate; and no lien imposed under the Code or ERISA on the assets of any of Holdings, the Borrower or any Subsidiary or any ERISA Affiliate exists (or is reasonably likely to exist) nor has Holdings, the Borrower Borrower, any Subsidiary or any ERISA Affiliate been notified in writing that such a lien will be imposed on the assets of any of Holdings, the Borrower Borrower, any Subsidiary or any ERISA Affiliate on account of any Plan, except to the extent that a breach of any of the representations, warranties or agreements in this Section 8.11 (a) would not result, individually or in the aggregate, in an amount of liability that would be reasonably likely to have a Material Adverse EffectEffect or relates to any matter disclosed in the financial statements of the Borrower contained in the Confidential Information Memorandum. No Plan (other than a Multiemployer Planmultiemployer plan) has an Unfunded Current Liability that would, individually or when taken together with any other liabilities referenced in this Section 8.11(a)8.11, be reasonably likely to have a Material Adverse Effect. With respect to Plans that are Multiemployer Plans multiemployer plans (as defined in Section 3(37) of ERISA), the representations and warranties in this Section 8.11(a8.11(i), other than any made with respect to (ia) liability under Section 4201 or 4204 of ERISA or (iib) liability for termination or reorganization of such Plans under ERISA, are made to the best knowledge of the Borrower.

Compliance with ERISA. (a) Each US Employee Plan is in compliance with ERISA, the Code Code, all Applicable Laws and any applicable Requirement the terms of Lawsuch US Employee Plan; no Reportable Event has occurred (or is reasonably likely to occur) with respect to any US Employee Plan; no Multiemployer Plan is insolvent or in reorganization “insolvent” (or is reasonably likely to be insolvent or in reorganization), as defined under Section 4245 of ERISA) and no written notice of any such insolvency or reorganization has been given to the Borrower a US Loan Party or any ERISA Affiliate; no US Employee Plan (other than a Multiemployer Plan) has an accumulated or waived funding deficiency (or is reasonably likely failed to have such a deficiency); on and after the effectiveness of the Pension Act, each Plan that is subject to Title IV of ERISA has satisfied satisfy the minimum funding standards (within the meaning of Section Sections 412 and 430 of the Code or Section 302 of ERISA) applicable to such Plan, and there has been no determination that any such Plan is, or is expected to be, in “at risk” status (within the meaning of Section 4010(d)(2) 303 of ERISA); none of the Borrower no US Loan Party or any ERISA Affiliate has incurred (or is reasonably likely to incur) any liability to or on account of a US Employee Plan pursuant to Section 409, 502(i), 502(1502(l), 515, 4062, 4063, 4064, 4069, 4201 4064 or 4204 4069 of ERISA or Section 4971 or 4975 of the Code Code, or on account of a Multiemployer Plan pursuant to Section 4201 or 4204 of ERISA, or has been notified in writing that it will or may incur any liability under any of the foregoing Sections with respect to any US Employee Plan or Multiemployer Plan, as applicable; no proceedings have been instituted (or are reasonably likely to be instituted) to terminate or to reorganize any US Employee Plan or to appoint a trustee to administer any US Employee Plan, and no written notice of any such proceedings has been given to the Borrower such US Loan Party or any ERISA Affiliate; and no lien imposed under the Code or ERISA on the assets of the Borrower such US Loan Party or any ERISA Affiliate exists (or is reasonably likely to exist) nor has the Borrower such US Loan Party or any ERISA Affiliate been notified in writing that such a lien will be imposed on the assets of the Borrower such US Loan Party or any ERISA Affiliate on account of any US Employee Plan or Multiemployer Plan, and there are no pending or, to the knowledge of such US Loan Party, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any US Employee Plan (and no such claim, action or lawsuits or action by any Governmental Authority is reasonably likely to be asserted), except to the extent that a breach of any of the representations, warranties or agreements in this Section 8.11 (a8.1.11(a)(i) would not result, individually or in the aggregate, in an amount of liability that would be reasonably likely to have a Material Adverse Effect. No US Employee Plan (other than a Multiemployer Plan) has an Unfunded Current Liability that would, individually if such plan or plans were to be terminated as of the Closing Date, individually, in the aggregate or when taken together with any other liabilities referenced in this Section 8.11(a8.1.11(a)(i), be reasonably likely to have a Material Adverse Effect. With respect to Plans that are Multiemployer Plans (as defined in Section 3(37) of ERISA), the representations and warranties in this Section 8.11(a), other than any made with respect to (i) liability under Section 4201 or 4204 of ERISA or (ii) liability for termination or reorganization of such Plans under ERISA, are made to the best knowledge of the Borrower.

Compliance with ERISA. (a) (i) Each Plan is in compliance with ERISA, the Code and any applicable Requirement of Law; (ii) no Reportable Event has occurred (or is reasonably likely to occur) with respect to any Plan; (iii) to the knowledge of the Obligors, no Multiemployer Plan is insolvent or in reorganization (or is reasonably likely to be insolvent or in reorganization), and no written notice of any such insolvency or reorganization has been given to the Borrower Parent or any ERISA Affiliate; (iv) with respect to a Plan, no Plan (other than a Multiemployer Plan) failure to satisfy the minimum funding standard required for any plan year or part thereof has an accumulated or waived funding deficiency occurred (or is reasonably likely to have occur) and no waiver of such a deficiency); on and after the effectiveness standard or extension of the Pension Act, each Plan that is subject to Title IV of ERISA any amortization period has satisfied the minimum funding standards (within the meaning of been sought or granted under Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, and there has been no determination that any such Plan is, (or is expected reasonably likely to be, in “at risk” status (within the meaning of Section 4010(d)(2) of ERISAbe sought or granted); (v) none of the Borrower Obligors or any ERISA Affiliate has incurred (or is reasonably likely to incur) any liability to or on account of a Plan pursuant to Section 409, 502(i), 502(1502(l), 515, 4062, 4063, 4064, 4069, 4201 or 4204 4069 of ERISA or Section 4971 or 4975 of the Code or on account of a Multiemployer Plan pursuant to Section 4201 or 4204 of ERISA or has been notified in writing that it will incur any liability under any of the foregoing Sections with respect to any Plan or Multiemployer Plan; (vi) no proceedings have been instituted by PBGC (or are reasonably likely to be instituted) to terminate or to reorganize any Plan or to appoint a trustee to administer any Plan or, to the knowledge of Parent, to reorganize any Multiemployer Plan, ; and (vii) no written notice of any such proceedings has been given to the Borrower Parent or any ERISA Affiliate; and no lien imposed under the Code or ERISA on the assets of the Borrower Parent or any ERISA Affiliate exists (or is reasonably likely to exist) nor has the Borrower Parent or any ERISA Affiliate been notified in writing that such a lien will be imposed on the assets of the Borrower Parent or any 115 942882452.15 ERISA Affiliate on account of any Plan, except to the extent that a breach of any of the representations, warranties or agreements in this Section 8.11 7.11(a)(i) through (avii) would not result, individually or in the aggregate, in an amount of liability that would be reasonably likely to have a Material Adverse Effect. No Plan (other than a Multiemployer Plan) has an Unfunded Current Liability that would, individually or when taken together with any other liabilities referenced in this Section 8.11(a), would be reasonably likely to have a Material Adverse Effect. With respect to Plans that are Multiemployer Plans (as defined in Section 3(37) of ERISA), the representations and warranties in this Section 8.11(a), other than any made with respect to (i) liability under Section 4201 or 4204 of ERISA or (ii) liability for termination or reorganization of such Plans under ERISA, are made to the best knowledge of the Borrower.

Compliance with ERISA. (a) Each Plan is in compliance with ERISA, the Code and any applicable Requirement of Law; no Reportable Event has occurred (or is reasonably likely to occur) with respect to any Plan; no Plan is insolvent or in reorganization (or is reasonably likely to be insolvent or in reorganization), and no written notice of any such insolvency or reorganization has been given to any of the Borrower Borrower, any Subsidiary or any ERISA Affiliate; no Plan (other than a Multiemployer Planmultiemployer plan) has an accumulated or waived funding deficiency (or is reasonably likely to have such a deficiency); on and after the effectiveness of the Pension Act, each Plan that is subject to Title IV of ERISA has satisfied the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, and there has been no determination that any such Plan is, or is expected to be, in “at risk” status (within the meaning of Section 4010(d)(2) of ERISA); none of the Borrower Borrower, any Subsidiary or any ERISA Affiliate has incurred (or is reasonably likely expected to incur) any liability to or on account of a Plan pursuant to Section 409, 502(i), 502(1502(l), 515, 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code or has been notified in writing that it will incur any liability under any of the foregoing Sections with respect to any Plan; no proceedings have been instituted (or are reasonably likely to be instituted) to terminate or to reorganize any Plan or to appoint a trustee to administer any Plan, and no written notice of any such proceedings has been given to any of the Borrower Borrower, any Subsidiary or any ERISA Affiliate; and no lien imposed under the Code or ERISA on the assets of any of the Borrower or any Subsidiary or any ERISA Affiliate exists (or is reasonably likely to exist) nor has the Borrower Borrower, any Subsidiary or any ERISA Affiliate been notified in writing that such a lien will be imposed on the assets of any of the Borrower Borrower, any Subsidiary or any ERISA Affiliate on account of any Plan, except to the extent that a breach of any of the representations, warranties or agreements in this Section 8.11 (a8.11(a) would not result, individually or in the aggregate, in an amount of liability that would be reasonably likely to have a Material Adverse Effect. No Plan (other than a Multiemployer Planmultiemployer plan) has an Unfunded Current Liability that would, individually or when taken together with any other liabilities referenced in this Section 8.11(a), be reasonably likely to have a Material Adverse Effect. With respect to Plans that are Multiemployer Plans multiemployer plans (as defined in Section 3(37) of ERISA), the representations and warranties in this Section 8.11(a), other than any made with respect to (i) liability under Section 4201 or 4204 of ERISA or (ii) liability for termination or reorganization of such Plans under ERISA, are made to the best knowledge of the Borrower.

Compliance with ERISA. (a) Each Plan is in compliance with ERISA, the Code and any applicable Requirement of Law; no Reportable Event has occurred (or is reasonably likely to occur) with respect to any Plan; no Plan is insolvent or in reorganization (or is reasonably likely to be insolvent or in reorganization), and no written notice of any such insolvency or reorganization with respect to a Multiemployer Plan has been given to the Borrower or any ERISA Affiliate; no Plan (other than a Multiemployer Plan) has an accumulated or waived funding deficiency (or is reasonably likely to have such a deficiency); on and after the effectiveness of the Pension Act, each Plan that is subject to Title IV of ERISA has satisfied the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, and there has been no determination that any such Plan is, or is expected to be, in “at risk” status (within the meaning of Section 4010(d)(2) of ERISA); none of the Borrower or any ERISA Affiliate has incurred (or is reasonably likely to incur) any liability to or on account of a Plan or a Multiemployer Plan pursuant to Section 409, 502(i), 502(1502(l), 515, 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code or has been notified in writing that it will incur any liability under any of the foregoing Sections with respect to any Plan or Multiemployer Plan; no proceedings have been instituted (or are reasonably likely to be instituted) to terminate or to reorganize any Plan or to appoint a trustee to administer any Plan, and no written notice of any such proceedings has been given to the Borrower or any ERISA Affiliate; and no lien imposed under the Code or ERISA on the assets of the Borrower or any ERISA Affiliate exists (or is reasonably likely to exist) nor has the Borrower or any ERISA Affiliate been notified in writing that such a lien will be imposed on the assets of the Borrower or any ERISA Affiliate on account of any Plan or a Multiemployer Plan, except to the extent that a breach of any of the representations, warranties or agreements agreement in this Section 8.11 (a8.11(a) would not result, individually or in the aggregate, in an amount of liability that would be reasonably likely to have a Material Adverse Effect. No Plan (other than a Multiemployer Plan) has an Unfunded Current Liability that would, individually or when taken together with any other liabilities referenced in this Section 8.11(a), be reasonably likely to have a Material Adverse Effect. With respect to Plans that are Multiemployer Plans (as defined in Section 3(37) of ERISA)Plans, the representations and warranties in this Section 8.11(a), other than any made with respect to (i) liability under Section 4201 or 4204 of ERISA or (ii) liability for termination or reorganization of such Multiemployer Plans under ERISA, are made to the best knowledge of the Borrower.

Compliance with ERISA. (a1) Each Plan is The Seller shall comply in compliance all material respects with ERISAthe applicable provisions of ERISA and (2) furnish to the Administrative Agent and the Managing Agents (i) as soon as possible after, and in any event within thirty (30) days after any Responsible Officer of the Code and Seller or any applicable Requirement of Law; no ERISA Affiliate either knows or has reason to know that, any Reportable Event has occurred and the aggregate unfunded vested benefits of the Seller and all ERISA Affiliates of the Seller exceed $50,000,000, (or is reasonably likely to occurA) with respect to any Plan; no Plan is insolvent or in reorganization (or is reasonably likely a copy of the notice of such event required to be insolvent or in reorganization), and no written notice of any such insolvency or reorganization has been given to the Borrower PBGC or, if notice is not so required, a statement of an officer of the Seller having responsibility over its employee benefits (a “Benefits Officer”) setting forth in reasonable detail the nature of such event and the action proposed to be taken with respect thereto and (B) in the event that a notice is required to be given to the PBGC, as soon as practicable after the reasonable request of the Buyer following receipt a copy of such notice, a statement of a Benefits Officer of the type described in (A) above, (ii) promptly after receipt thereof, a copy of any notice the Seller or any ERISA Affiliate; no Affiliate may receive from the PBGC relating to the intention of the PBGC to terminate any Plan or Plans (other than a Multiemployer PlanPlan maintained by an ERISA Affiliate that is considered an ERISA Affiliate only pursuant to subsection (m) has an accumulated or waived funding deficiency (o) of Section 414 of the Code) or is reasonably likely to have such appoint a deficiency); on and trustee to administer any Plan or Plans, (iii) within ten (10) days after the effectiveness of due date for filing with the Pension Act, each Plan that is subject PBGC pursuant to Title IV of ERISA has satisfied the minimum funding standards (within the meaning of Section 412 412(n) of the Code of a notice of failure to make a required installment or Section 302 of ERISA) applicable other payment with respect to such a Plan, a copy of such notice, and, as soon as practicable after the reasonable request of the Administrative Agent, a Managing Agent or a Buyer, a statement of a Benefits Officer setting forth in reasonable detail the nature of such failure and there has been no the action proposed to be taken with respect thereto and (iv) promptly and in any event within thirty (30) days after receipt thereof by the Seller or any ERISA Affiliate from the sponsor of a Multiemployer Plan, a copy of each notice received by the Seller or any ERISA Affiliate concerning (A) the imposition of Withdrawal Liability in excess of $10,000,000 or (B) a determination that any such a Multiemployer Plan is, or is expected to be, terminated or in “at risk” status (reorganization, in each case within the meaning of Section 4010(d)(2) Title IV of ERISA); none of the Borrower or any ERISA Affiliate has incurred (or is reasonably likely to incur) any liability to or on account of a Plan pursuant to Section 409, 502(i), 502(1), 515, 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code or has been notified in writing that it will incur any liability under any of the foregoing Sections with respect to any Plan; no proceedings have been instituted (or are reasonably likely to be instituted) to terminate or to reorganize any Plan or to appoint a trustee to administer any Plan, and no written notice of any such proceedings has been given to the Borrower or any ERISA Affiliate; and no lien imposed under the Code or ERISA on the assets of the Borrower or any ERISA Affiliate exists (or is reasonably likely to exist) nor has the Borrower or any ERISA Affiliate been notified in writing that such a lien will be imposed on the assets of the Borrower or any ERISA Affiliate on account of any Plan, except to the extent that a breach of any of the representations, warranties or agreements in this Section 8.11 (a) would not result, individually or in the aggregate, in an amount of liability that would be reasonably likely to have a Material Adverse Effect. No Plan (other than a Multiemployer Plan) has an Unfunded Current Liability that would, individually or when taken together with any other liabilities referenced in this Section 8.11(a), be reasonably likely to have a Material Adverse Effect. With respect to Plans that are Multiemployer Plans (as defined in Section 3(37) of ERISA), the representations and warranties in this Section 8.11(a), other than any made with respect to (i) liability under Section 4201 or 4204 of ERISA or (ii) liability for termination or reorganization of such Plans under ERISA, are made to the best knowledge of the Borrower.

Compliance with ERISA. (a) Each Plan is in material compliance with ERISA, the Code and Code, any applicable Requirement of Law; no Reportable Event has occurred (or is reasonably likely to occur) with respect to any Plan; no Plan is insolvent or in reorganization (or is reasonably likely to be insolvent or in reorganization), and no written notice of any such insolvency or reorganization has been given to the Borrower or any ERISA Affiliate; no Plan (other than a Multiemployer Plan) has an accumulated or waived funding deficiency (or is reasonably likely to have such a deficiency); on and or after the effectiveness of the Pension Act, each Plan that is subject to Title IV of ERISA has satisfied the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, and there has been no determination that any such Plan is, or is expected to be, in “at risk” status (within the meaning of Section 4010(d)(2) of ERISA); none of the Borrower or any ERISA Affiliate has incurred (or is reasonably likely to incur) any liability to or on account of a Plan pursuant to Section 409, 502(i), 502(1502(l), 515, 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code or has been notified in writing that it will incur any liability under US-DOCS\144294102.18 Exhibit 10.1 any of the foregoing Sections with respect to any Plan; no proceedings have been instituted (or are reasonably likely to be instituted) to terminate or to reorganize any Plan or to appoint a trustee to administer any Plan, and no written notice of any such proceedings has been given to the Borrower or any ERISA Affiliate; and no lien imposed under the Code or ERISA on the assets of the Borrower or any ERISA Affiliate exists (or is reasonably likely to exist) nor has the Borrower or any ERISA Affiliate been notified in writing that such a lien will be imposed on the assets of the Borrower or any ERISA Affiliate on account of any Plan, except to the extent that a breach of any of the representations, warranties or agreements in this Section 8.11 (a8.11(a) would not be reasonably expected to result, individually or in the aggregate, in an amount of liability that would be reasonably likely to have a Material Adverse Effect. No Plan (other than a Multiemployer Plan) has an Unfunded Current Liability that would, individually or when taken together with any other liabilities referenced in this Section 8.11(a), be reasonably likely to have a Material Adverse Effect. With respect to Plans that are Multiemployer Plans (as defined in Section 3(37) of ERISA), the representations and warranties in this Section 8.11(a), other than any made with respect to (i) liability under Section 4201 or 4204 of ERISA or (ii) liability for termination or reorganization of such Plans under ERISA, are made to the best knowledge of the Borrower.

Compliance with ERISA. None of the Borrowers shall, nor permit any ERISA Affiliate to: (ai) Each Plan is engage in compliance any transaction in connection with ERISA, the Code and any applicable Requirement of Law; no Reportable Event has occurred (or is reasonably likely to occur) with respect to any Plan; no Plan is insolvent or in reorganization (or is reasonably likely to be insolvent or in reorganization), and no written notice of any which such insolvency or reorganization has been given to the Borrower or any ERISA Affiliate; no Affiliate could reasonably be expected to be subject to either a civil penalty assessed pursuant to section 502(i) of ERISA or a tax imposed by section 4975 of the Internal Revenue Code, terminate or withdraw from any Employee Benefit Plan (other than a Multiemployer Plan) has in a manner, or take any other action with respect to any such Employee Benefit Plan (including, without limitation, a substantial cessation of business operations or an accumulated or waived funding deficiency (or is reasonably likely to have such a deficiency); on and after the effectiveness amendment of the Pension Act, each an Employee Benefit Plan that is subject to Title IV of ERISA has satisfied the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, and there has been no determination that any such Plan is, or is expected to be, in “at risk” status (within the meaning of Section 4010(d)(2section 4041(e) of ERISA); none , which could reasonably be expected to result in any liability of any or all of the Borrowers or any ERISA Affiliate to the PBGC, to the Department of Labor or to a trustee appointed under section 4042(b) or (c) of ERISA, incur any liability to the PBGC on account of a withdrawal from or a termination of an Employee Benefit Plan under section 4063 or 4064 of ERISA, incur any liability for post-retirement benefits under any and all welfare benefit plans (as defined in section 3(1) of ERISA) other than as required by applicable statute, fail to make full payment when due of all amounts which, under the provisions of any Employee Benefit Plan or applicable Law, such Borrower or any ERISA Affiliate has incurred (is required to pay as contributions thereto, or is reasonably likely permit to incur) exist any liability to Accumulated Funding Deficiency, whether or on account of a Plan pursuant to Section 409not waived, 502(i), 502(1), 515, 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code or has been notified in writing that it will incur any liability under any of the foregoing Sections with respect to any Plan; no proceedings have been instituted (or are reasonably likely to be instituted) to terminate or to reorganize any Plan or to appoint a trustee to administer any Plan, and no written notice of any such proceedings has been given to the Borrower or any ERISA Affiliate; and no lien imposed under the Code or ERISA on the assets of the Borrower or any ERISA Affiliate exists (or is reasonably likely to exist) nor has the Borrower or any ERISA Affiliate been notified in writing that such a lien will be imposed on the assets of the Borrower or any ERISA Affiliate on account of any Plan, except to the extent that a breach of any of the representations, warranties or agreements in this Section 8.11 (a) would not result, individually or in the aggregate, in an amount of liability that would be reasonably likely to have a Material Adverse Effect. No Employee Benefit Plan (other than a Multiemployer Plan) has an Unfunded Current Liability ); provided, however, that wouldsuch engagement, individually termination, withdrawal, action, incurrence, failure or when taken together with any other liabilities referenced in this Section 8.11(a), permitting shall not be reasonably likely deemed to have violated this clause (i) unless any such engagement, termination, withdrawal, action, incurrence, failure or permitting has resulted in, or could reasonably be expected to result in, a Material Adverse Effect. With respect ; (ii) at any time permit the termination of any defined benefit pension plan intended to Plans be qualified under section 401(a) and 501(a) of the Internal Revenue Code; provided, however, that are Multiemployer Plans such termination shall not be deemed to have violated this clause (ii) unless (A) the value of any benefit liability (as defined in Section 3(37section 4001(a)(16) of ERISA) upon the termination date of any such terminated defined benefit pension plans of such Borrower, such Borrower's Subsidiaries and their ERISA Affiliates exceeds the then current value (as defined in section 3 of ERISA) of all assets in all such terminated defined benefit pension plans by an amount in excess of Two Million Dollars ($2,000,000), the representations and warranties in this Section 8.11(a), other than any made with respect to (i) liability under Section 4201 or 4204 of ERISA or (iiB) liability for termination or reorganization the payment of such Plans under ERISA, are made amount could reasonably be expected to the best knowledge of the Borrower.result in a Material Adverse Effect; or (iii) if such Borrower or

Compliance with ERISA. Except to the extent that a breach of any of the representations, warranties or agreements in this Section 8.11 would not result, individually or in the aggregate, in an amount of liability that would be reasonably likely to have a Material Adverse Effect, (a) Each each Pension Plan is in compliance with ERISA, the Code and any applicable Requirement of Applicable Law; (b) no Reportable Event has occurred (or is reasonably likely to occur); (c) with respect to any Plan; no Pension Plan or Multiemployer Plan is insolvent or in reorganization (or is reasonably likely to be insolvent or in reorganization), and no written notice of any such insolvency or reorganization 143 LPL – Conformed A&R Credit Agreement has been given to any of Holdings, the Borrower Borrower, any of the Restricted Subsidiaries or any ERISA Affiliate; no (d) none of Holdings, the Borrower, any of the Restricted Subsidiaries or any ERISA Affiliate has failed to satisfy the minimum funding standard under Section 412 of the Code and Section 302 of ERISA with respect to any Pension Plan, or has otherwise failed to make a required contribution to a Pension Plan (other than a or Multiemployer Plan) has an accumulated , whether or not waived funding deficiency (or is reasonably likely to have fail to satisfy such a deficiencyminimum funding standard or make such required contribution); on and after the effectiveness of the (e) no Pension Act, each Plan that is subject to Title IV of ERISA has satisfied the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, and there has been no determination that any such Plan is, or is expected to be, in “at risk” at-risk status (within the meaning of Section 4010(d)(2) 430 of the Code or Section 303 of ERISA and no Multiemployer Plan is, or is expected to be, in endangered or critical status within the meaning of Section 432 of the Code or Section 305 of ERISA); (f) none of Holdings, the Borrower Borrower, any of the Restricted Subsidiaries or any ERISA Affiliate has incurred (or is reasonably likely to incur) any liability to or on account of a Pension Plan or Multiemployer Plan, as applicable, pursuant to Section 409, 502(i), 502(1502(l), 515, 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code or has been notified in writing that it will incur any liability under any of the foregoing Sections with respect to any Pension Plan or Multiemployer Plan; (g) no proceedings have been instituted (or are reasonably likely to be instituted) to terminate or to reorganize any Pension Plan or Multiemployer Plan or to appoint a trustee to administer any Pension Plan or Multiemployer Plan, and no written notice of any such proceedings has been given to any of Holdings, the Borrower Borrower, any of the Restricted Subsidiaries or any ERISA Affiliate; and no (h) the conditions for imposition of a lien that could be imposed under the Code or ERISA on the assets of any of Holdings, the Borrower Borrower, any of the Restricted Subsidiaries or any ERISA Affiliate exists with respect to a Pension Plan do not exist (or is are not reasonably likely to exist) nor has Holdings, the Borrower Borrower, any of the Restricted Subsidiaries or any ERISA Affiliate been notified in writing that such a lien will be imposed on the assets of any of Holdings, the Borrower Borrower, any of the Restricted Subsidiaries or any ERISA Affiliate on account of any Pension Plan, except ; (i) each Foreign Plan is in compliance with Applicable Laws (including funding requirements under such Applicable Laws); and (j) no proceedings have been instituted to the extent that a breach of terminate any of the representations, warranties or agreements in this Section 8.11 (a) would not result, individually or in the aggregate, in an amount of liability that would be reasonably likely to have a Material Adverse EffectForeign Plan. No Pension Plan (other than a Multiemployer Plan) has an Unfunded Current Liability that would, individually or when taken together with any other liabilities referenced in this Section 8.11(a)8.11, be reasonably likely to have a Material Adverse Effect. With respect to Plans that are Multiemployer Plans (as defined in Section 3(37) of ERISA)Plans, the representations and warranties in this Section 8.11(a)8.11, other than any made with respect to (ia) liability under Section 4201 or 4204 of ERISA ERISA, (b) any contributions required to be made, or (iic) liability for termination or reorganization of such Multiemployer Plans under ERISA, are made to the best knowledge of the Borrower.

Compliance with ERISA. Except as would not, individually or in the aggregate, have a Material Adverse Effect: (a) Each each Pension Plan is in compliance with ERISA, the Code and any applicable Requirement of Applicable Law; (b) no Reportable Event has occurred (or is reasonably likely to occur); (c) with respect to any Plan; no Multiemployer Plan is insolvent or in reorganization “insolvent” within the meaning of Section 4245 of ERISA (or is reasonably likely to be insolvent or in reorganizationinsolvent), and no written notice of any such insolvency or reorganization has been given to the Borrower or any Restricted Subsidiary or any ERISA Affiliate; no Plan (other than d) none of the Borrower, any of the Restricted Subsidiaries or any ERISA Affiliate has failed to make a required contribution to a Multiemployer Plan) has an accumulated , whether or not waived funding deficiency (or is reasonably likely to have fail to make such a deficiencyrequired contribution); on and after the effectiveness of the (e) -134- no Pension Act, each Plan that is subject to Title IV of ERISA has satisfied the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, and there has been no determination that any such Plan is, or is expected to be, in “at at-risk” status (within the meaning of Section 4010(d)(2) 430 of the Code or Section 303 of ERISA and no Multiemployer Plan is, or is expected to be, in “endangered or critical status” within the meaning of Section 432 of the Code or Section 305 of ERISA); (f) none of the Borrower Borrower, any of the Restricted Subsidiaries or any ERISA Affiliate has incurred (or is reasonably likely to incur) any liability to or on account of a Pension Plan or Multiemployer Plan, as applicable, pursuant to Section 409, 502(i), 502(1502(l), 515, 4062, 4063, 4064, 4069, 4201 4201, 4204 or 4204 4212(c) of ERISA or Section 4971 or 4975 of the Code or has been notified in writing that it will incur any liability under any of the foregoing Sections with respect to any Pension Plan or Multiemployer Plan; (g) no proceedings by the PBGC have been instituted (or are reasonably likely to be instituted) to terminate or to reorganize any Pension Plan or Multiemployer Plan or to appoint a trustee to administer any Pension Plan or Multiemployer Plan, and no written notice of any such proceedings has been given to the Borrower Borrower, any of the Restricted Subsidiaries or any ERISA Affiliate; and no lien (h) the conditions for imposition of a Lien that could be imposed under the Code or ERISA on the assets of the Borrower Borrower, any of the Restricted Subsidiaries or any ERISA Affiliate exists with respect to a Pension Plan do not exist (or is and are not reasonably likely to exist) nor has the Borrower Borrower, any of the Restricted Subsidiaries or any ERISA Affiliate been notified in writing that such a lien will be imposed on the assets of the Borrower Borrower, any of the Restricted Subsidiaries or any ERISA Affiliate on account of any Pension Plan; and (i) each Foreign Plan is in compliance with Applicable Laws (including funding requirements under such Applicable Laws), except and no proceedings have been instituted to terminate any Foreign Plan which would reasonably be expected to give rise to liability for the extent that a breach of Borrower or any of the representations, warranties or agreements in this Section 8.11 (a) would not result, individually or in the aggregate, in an amount of liability that would be reasonably likely to have a Material Adverse EffectRestricted Subsidiary. No Pension Plan (other than a Multiemployer Plan) has an Unfunded Current Liability that would, individually or when taken together with any other liabilities incurred or reasonably likely to be incurred by the Borrower, any of the Restricted Subsidiaries or any ERISA Affiliate as referenced in this Section 8.11(a)8.11, be reasonably likely to have a Material Adverse Effect. With respect to Plans that are Multiemployer Plans (as defined in Section 3(37) of ERISA), the representations and warranties in this Section 8.11(a), other than any made with respect to (i) liability under Section 4201 or 4204 of ERISA or (ii) liability for termination or reorganization of such Plans under ERISA, are made to the best knowledge of the Borrower.

Compliance with ERISA. (a) Each Employee Benefit Plan is in compliance with ERISA, the Code and any applicable Requirement of Applicable Law; no Reportable Event has occurred (or is reasonably likely to occur) with respect to any Benefit Plan; no Multiemployer Plan is insolvent or in reorganization Insolvent (or is reasonably likely to be insolvent or in reorganizationInsolvent), and no written notice of any such insolvency or reorganization has been given to the Borrower or any ERISA Affiliate; no Benefit Plan (other than a Multiemployer Plan) has an accumulated or waived funding deficiency (or is reasonably likely to have such a deficiency); on and after the effectiveness of the Pension Act, each Benefit Plan that is subject to Title IV of ERISA has satisfied the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Benefit Plan, and there has been no determination that any such Benefit Plan is, or is expected to be, in “at risk” 148 status (within the meaning of Section 4010(d)(2303(i)(4) of ERISA); none of the Borrower or any ERISA Affiliate has incurred (or is reasonably likely to incur) any liability to or on account of a Benefit Plan or Multiemployer Plan pursuant to Section 409, 502(i), 502(1502(l), 515, 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code or has been notified in writing that it will incur any liability under any of the foregoing Sections with respect to any PlanCode; no proceedings have been instituted (or are reasonably likely to be instituted) to terminate or to reorganize any Benefit Plan or to appoint a trustee to administer any Benefit Plan, and no written notice of any such proceedings has been given to the Borrower or any ERISA Affiliate; and no lien Lien imposed under the Code or ERISA on the assets of the Borrower or any ERISA Affiliate exists (or is reasonably likely to exist) nor has the Borrower or any ERISA Affiliate been notified in writing that such a lien Lien will be imposed on the assets of the Borrower or any ERISA Affiliate on account of any Benefit Plan, except to the extent that a breach of any of the representations, warranties or agreements in this Section 8.11 (a8.11(a) would not result, individually or in the aggregate, in an amount of liability that would be reasonably likely to have a Material Adverse Effect. No Benefit Plan (other than a Multiemployer Plan) has an Unfunded Current Liability that would, individually or when taken together with any other liabilities referenced in this Section 8.11(a), be reasonably likely to have a Material Adverse Effect. With respect to Plans that are Multiemployer Plans (as defined in Section 3(37) of ERISA)Plans, the representations and warranties in this Section 8.11(a)), other than any made with respect to (i) liability under Section 4201 or 4204 of ERISA or (ii) liability for termination or reorganization of such Multiemployer Plans under ERISA, are made to the best knowledge of the Borrower.

Compliance with ERISA. (a) Each Plan is in compliance with ERISA, the Code and any applicable Requirement of Law; no Reportable Event has occurred (or is reasonably likely to occur) with respect to any Plan; no Plan is insolvent or in reorganization (or is reasonably likely to be insolvent or in reorganization), and no written notice of any such insolvency or reorganization has been given to the Borrower Lessee, any Subsidiary or any ERISA Affiliate; no Plan (other than a Multiemployer Planmultiemployer plan) has an accumulated or waived funding deficiency (or is reasonably likely to have such a deficiency); on and after neither the effectiveness of the Pension Act, each Plan that is subject to Title IV of ERISA has satisfied the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, and there has been no determination that Lessee nor any such Plan is, or is expected to be, in “at risk” status (within the meaning of Section 4010(d)(2) of ERISA); none of the Borrower or Subsidiary nor any ERISA Affiliate has incurred (or is reasonably likely expected to incur) any liability to or on account of a Plan pursuant to Section 409, 502(i), 502(1502(l), 515, 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code or has been notified in writing that it will incur any liability under any of the foregoing Sections with respect to any Plan; no proceedings have been instituted (or are reasonably likely to be instituted) to terminate or to reorganize any Plan or to appoint a trustee to administer any Plan, and no written notice of any such proceedings has been given to the Borrower Lessee, any Subsidiary or any ERISA Affiliate; and no lien imposed under the Code or ERISA on the assets of the Borrower Lessee or any Subsidiary or any ERISA Affiliate exists (or is reasonably likely to exist) nor has the Borrower Lessee, any Subsidiary or any ERISA Affiliate been notified in writing that such a lien will be imposed on the assets of the Borrower Lessee, any Subsidiary or any ERISA Affiliate on account of any Plan, except to the extent that a breach of any of the foregoing representations, warranties or agreements in this Section 8.11 (a7.3(k) would not result, individually or in the aggregate, in an amount of liability that would be reasonably likely to have a Material Adverse Effect. No Plan (other than a Multiemployer Planmultiemployer plan) has an Unfunded Current Liability that would, individually or when taken together with any other liabilities referenced in this Section 8.11(a7.3(k), be reasonably likely to have a Material Adverse Effect. With respect to Plans that are Multiemployer Plans multiemployer plans (as defined in Section 3(37) of ERISA), the representations and warranties in this Section 8.11(a7.3(k), other than any made with respect to (i) liability under Section 4201 or 4204 of ERISA or (ii) liability for termination or reorganization of such Plans under ERISA, are made to the best knowledge of the BorrowerLessee.

Compliance with ERISA. With respect to Borrower and any Commonly Controlled Entity (a) Each Plan is in compliance with ERISAterminate, the Code and any applicable Requirement of Law; no Reportable Event has occurred (or is reasonably likely to occur) with respect to any Plan; no Plan is insolvent or in reorganization (or is reasonably likely to be insolvent or in reorganization), and no written notice of any such insolvency or reorganization has been given to the Borrower or any ERISA Affiliate; no Plan (other than a Multiemployer Plan) has an accumulated or waived funding deficiency (or is reasonably likely cease to have such a deficiency); on and after the effectiveness of the Pension Actan obligation to contribute to, each any Multiemployer Plan that is subject so as to Title IV of ERISA has satisfied the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, and there has been no determination that result in any such Plan is, or is expected to be, in “at risk” status (within the meaning of Section 4010(d)(2) of ERISA); none material liability of the Borrower or any ERISA Affiliate has incurred Commonly Controlled Entity to PBGC or to any Multiemployer Plan, (or is reasonably likely to incurb) engage in any liability to or on account of a Plan pursuant to Section 409, 502(i), 502(1), 515, 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or "prohibited transaction" (as defined in section 4975 of the Code or has been notified in writing that it will incur any liability under any of the foregoing Sections with respect to any Plan; no proceedings have been instituted (or are reasonably likely to be institutedCode) to terminate or to reorganize involving any Plan or to appoint which would result in a trustee to administer any Plan, and no written notice of any such proceedings has been given to the Borrower or any ERISA Affiliate; and no lien imposed under the Code or ERISA on the assets material liability of the Borrower or any Commonly Controlled Entity for an excise tax or civil penalty in connection therewith, (c) except for any deficiency caused by a waiver of the minimum funding requirement under section 412 of the code, as described above, incur or suffer to exist any material "accumulated funding deficiency" (as defined in section 302 of ERISA Affiliate exists (or is reasonably likely to existand sections 412 and/or 418 of the Code) nor has the Borrower or any ERISA Affiliate been notified in writing that such a lien will be imposed on the assets of the Borrower or any ERISA Affiliate on account of Commonly Controlled Entity, whether or not waived, involving any Single Employer Plan, except (d) incur or suffer to exist any Reportable Event or the extent that appointment of a breach trustee or institution of proceedings for appointment of a trustee for any Single Employer Plan if, in the case of a Reportable Event, same continues unremedied for 10 days after notice of such Reportable Event pursuant to section 4043(a), (c) or (d) of ERISA is given, if in the reasonable opinion of the Lenders any of the representationsforegoing is likely to result in a material liability of the Borrower or any Commonly Controlled Entity. The assets held under these Plans being sufficient to protect all accrued benefits, warranties (e) allow or agreements in suffer to exist any event or condition, which presents a material risk of incurring a material liability of the Borrower or any Commonly Controlled Entity to PBGC by reason of termination of any such Plan or (f) cause or permit any Plan maintained by Borrower and/or any Commonly Controlled Entity to be out of compliance with ERISA and/or Title X of the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended. For purposes of this Section 8.11 (a) would not result, individually 5.2.16 "material liability" shall be deemed to mean any liability of $50,000 or more in the aggregate, in an amount of liability that would be reasonably likely to have a Material Adverse Effect. No Plan (other than a Multiemployer Plan) has an Unfunded Current Liability that would, individually or when taken together with any other liabilities referenced in this Section 8.11(a), be reasonably likely to have a Material Adverse Effect. With respect to Plans that are Multiemployer Plans (as defined in Section 3(37) of ERISA), the representations and warranties in this Section 8.11(a), other than any made with respect to (i) liability under Section 4201 or 4204 of ERISA or (ii) liability for termination or reorganization of such Plans under ERISA, are made to the best knowledge of the Borrower.

Compliance with ERISA. (a) Each Except to the extent that all events and --------------------- obligations described in the following clauses of this Section 6.12 and at any time in existence would not in the aggregate have a Material Adverse Effect, each Plan is in substantial compliance with ERISA, ERISA and the Code and any applicable Requirement of LawCode; no Reportable Event has occurred (or is reasonably likely to occur) with respect to any a Plan; no Plan is insolvent or in reorganization (or is reasonably likely to be insolvent or in reorganization), and no written notice of any such insolvency or reorganization has been given to the Borrower or any ERISA Affiliate; no Plan (other than a Multiemployer Plan) has an Unfunded Current Liability; no Plan has an accumulated or waived funding deficiency (or is reasonably likely to have such a deficiency); on and after the effectiveness has applied for an extension of the Pension Act, each Plan that is subject to Title IV of ERISA has satisfied the minimum funding standards (any amortization period within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable Code; all contributions required to such Plan, and there has be made with respect to a Plan have been no determination that timely made; neither the Borrower nor any such Plan is, or is expected to be, in “at risk” status (within the meaning of Section 4010(d)(2) of ERISA); none Subsidiary of the Borrower or nor any ERISA Affiliate has incurred (or is reasonably likely to incur) any material liability to or on account of a Plan pursuant to Section 409, 502(i), 502(1502(l), 515, 4062, 4063, 4064, 4069, 4201 4201, 4204 or 4204 4212 of ERISA or Section 4971 401(a)(29), 4971, 4975 or 4975 4980 of the Code or has been notified in writing that it will expects to incur any liability (including any indirect, contingent, or secondary liability) under any of the foregoing Sections with respect to any Plan; no proceedings have been instituted (or are reasonably likely to be instituted) to terminate or to reorganize any Plan or to appoint a trustee to administer any Plan, and ; no written notice of any such proceedings has been given condition exists which presents a material risk to the Borrower or any Subsidiary of the Borrower or any ERISA AffiliateAffiliate of incurring a liability to or on account of a Plan pursuant to the foregoing provisions of ERISA and the Code; and no lien imposed under the Code or ERISA on the assets of the Borrower or any ERISA Affiliate exists (or is reasonably likely to exist) nor has the Borrower or any ERISA Affiliate been notified in writing that such a lien will be imposed on the assets Subsidiary of the Borrower or any ERISA Affiliate exists or is likely to arise on account of any Plan, except ; and the Borrower and its Subsidiaries do not maintain or contribute to the extent that a breach of any of the representations, warranties or agreements in this Section 8.11 (a) would not result, individually or in the aggregate, in an amount of liability that would be reasonably likely to have a Material Adverse Effect. No Plan (other than a Multiemployer Plan) has an Unfunded Current Liability that would, individually or when taken together with any other liabilities referenced in this Section 8.11(a), be reasonably likely to have a Material Adverse Effect. With respect to Plans that are Multiemployer Plans employee welfare benefit plan (as defined in Section 3(373(1) of ERISA), the representations and warranties in this Section 8.11(a), ) which provides benefits to retired employees or other former employees (other than as required by Section 601 of ERISA) or any made employee pension benefit plan (as defined in Section 3(2) of ERISA) the obligations with respect to (i) liability under Section 4201 or 4204 of ERISA or (ii) liability for termination or reorganization of such Plans under ERISA, are made which could reasonably be expected to have a material adverse effect on the best knowledge ability of the BorrowerBorrower to perform its obligations under this Agreement.

Compliance with ERISA. (a) Each Plan is in compliance with ERISA, the Code and any applicable Requirement of Law; no Reportable Event has occurred (or is reasonably likely to occur) with respect to any Plan; no Plan is insolvent or in reorganization (or is reasonably likely to be insolvent or in reorganization), and no written notice of any such insolvency or reorganization has been given to any of the Borrower Parent Companies, Holdings, the US Borrower, any Subsidiary or any ERISA Affiliate; no Plan (other than a Multiemployer Planmultiemployer plan) has an accumulated or waived funding deficiency (or is reasonably likely to have such a deficiency); on and after the effectiveness of the Pension Act, each Plan that is subject to Title IV of ERISA has satisfied the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, and there has been no determination that any such Plan is, or is expected to be, in “at risk” status (within the meaning of Section 4010(d)(2) of ERISA); none of the Borrower Parent Companies, Holdings, the US Borrower, any Subsidiary or any ERISA Affiliate has incurred (or is reasonably likely expected to incur) any liability to or on account of a Plan pursuant to Section 409, 502(i), 502(1502(l), 515, 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code or has been notified in writing that it will incur any liability under any of the foregoing Sections with respect to any Plan; no proceedings have been instituted (or are reasonably likely to be instituted) to terminate or to reorganize any Plan or to appoint a trustee to administer any Plan, and no written notice of any such proceedings has been given to any of the Borrower Parent Companies, Holdings, the US Borrower, any Subsidiary or any ERISA Affiliate; and no lien imposed under the Code or ERISA on the assets of any of the Parent Companies, Holdings, the US Borrower or any Subsidiary or any ERISA Affiliate exists (or is reasonably likely to exist) nor has any of the Borrower Parent Companies, Holdings, the US Borrower, any Subsidiary or any ERISA Affiliate been notified in writing that such a lien will be imposed on the assets of any of the Borrower Parent Companies, Holdings, the US Borrower, any Subsidiary or any ERISA Affiliate on account of any Plan, except to the extent that a breach of any of the representations, warranties or agreements in this Section 8.11 (a) would not result, individually or in the aggregate, in an amount of liability that would be reasonably likely to have a Material Adverse EffectEffect or relates to any matter disclosed in the financial statements of the US Borrower contained in the Confidential Information Memorandum. No Plan (other than a Multiemployer Planmultiemployer plan) has an Unfunded Current Liability that would, individually or when taken together with any other liabilities referenced in this Section 8.11(a)8.11, be reasonably likely to have a Material Adverse Effect. With respect to Plans that are Multiemployer Plans multiemployer plans (as defined in Section 3(37) of ERISA), the representations and warranties in this Section 8.11(a)8.11, other than any made with respect to (ia) liability under Section 4201 or 4204 of ERISA or (iib) liability for termination or reorganization of such Plans under ERISA, are made to the best knowledge of the US Borrower. To the extent that any breach of any of the representations or warranties in this Section 8.11 relates to a period, event or action prior to the Closing Date in respect of which the Parent Companies, Holdings, the US Borrower and/or the Restricted Subsidiaries are indemnified to the extent of the breach by the Seller pursuant to the Purchase Agreement, there shall be deemed to be no breach thereof, provided that such a breach will exist if the Seller does not satisfy its indemnification obligations to the extent and in respect of the circumstances giving rise to such breach within a reasonable time of being notified by the Parent Companies, Holdings, the US Borrower and/or the Restricted Subsidiaries of such circumstances (such Persons hereby agreeing to so notify the Seller promptly of such circumstances).

Compliance with ERISA. As of the date of this Agreement, and except as set forth on Schedule 4.6, (ai) Each none of the Companies nor any ERISA Affiliate maintains or contributes to any Benefit Plan, (ii) each Plan is maintained and is funded in all material respects in accordance with its terms and in compliance with ERISA, all provisions of ERISA and the Code and any applicable Requirement of Law; no Reportable Event has occurred thereto, (or is reasonably likely to occuriii) with respect to any Plan; no Plan is insolvent or in reorganization (or is reasonably likely to be insolvent or in reorganization), and no written notice of any such insolvency or reorganization has been given to the Borrower or any ERISA Affiliate; no Plan (other than a Multiemployer Plan) has an accumulated or waived funding deficiency (or is reasonably likely to have such a deficiency); on and after the effectiveness each of the Pension Act, Companies and each Plan that is subject ERISA Affiliate has fulfilled in all material respects its obligations related to Title IV of ERISA has satisfied the minimum funding standards (within of ERISA and the meaning Code for each Plan, is in compliance in all material respects with the currently applicable provisions of Section 412 ERISA and of the Code or Section 302 of ERISA) applicable relating to such Plan, and there has been no determination that any such Plan is, or is expected to be, in “at risk” status (within the meaning of Section 4010(d)(2) of ERISA); none of the Borrower or any ERISA Affiliate has incurred (or is reasonably likely to incur) any liability to or on account of a Plan pursuant to Section 409, 502(i), 502(1), 515, 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code or has been notified in writing that it will incur any liability under any of the foregoing Sections qualification with respect to each Plan intended to be so qualified and has not incurred any Plan; material liability (other than routine liability for premiums) under Title IV of ERISA, (iv) no proceedings have Termination Event has occurred which has resulted in liability which either has not been instituted (satisfied or are reasonably is not reflected on the Companies financial statements nor has any other event occurred that is likely to result in a Termination Event which could reasonably be instituted) to terminate or to reorganize any Plan or to appoint a trustee to administer any Plan, and no written notice of any such proceedings has been given to the Borrower or any ERISA Affiliate; and no lien imposed under the Code or ERISA on the assets of the Borrower or any ERISA Affiliate exists (or is reasonably likely to exist) nor has the Borrower or any ERISA Affiliate been notified in writing that such a lien will be imposed on the assets of the Borrower or any ERISA Affiliate on account of any Plan, except to the extent that a breach of any of the representations, warranties or agreements in this Section 8.11 (a) would not result, individually or in the aggregate, in an amount of liability that would be reasonably likely expected to have a Material Adverse Effect. No Plan , (other than a Multiemployer v) no event or events have occurred in connection with which any of the Companies, any ERISA Affiliate, or any Plan) has an Unfunded Current Liability that would, individually directly or when taken together with indirectly, is likely to be subject to any liability under ERISA, the Code or any other liabilities referenced in this Section 8.11(a)law, regulation or governmental order or under any agreement, instrument, statute, rule of law or regulation pursuant to or under which any such entity has agreed to indemnify or is required to indemnify any person against liability incurred under, or for a violation or failure to satisfy the requirements of, any such statute, regulation or order which could reasonably be reasonably likely expected to have a Material Adverse Effect. With respect , and (vi) true, correct and complete copies of the following documents have been made available to Plans Lenders as of the date of this Agreement: each Plan and all amendments thereto, all written interpretations thereof and written descriptions thereof that are Multiemployer Plans (as defined in Section 3(37) have been distributed to employees or former employees of ERISA)each of the Companies or the ERISA Affiliates, the representations and warranties in this Section 8.11(a), other than any made most recent determination letter issued by the Internal Revenue Service with respect to (i) each Plan, for the three most recent plan years, Annual Reports on Form 5500 Series required to be filed with any governmental agency for each Plan, all actuarial reports prepared for the last three plan years for each Benefit Plan, a listing of all Multiemployer Plans, with the aggregate amount of the most recent annual contributions required to be made by any of the Companies or any ERISA Affiliate to each such plan and copies of the collective bargaining agreements requiring such contributions, any information that has been provided to any of the Companies or any ERISA Affiliate regarding withdrawal liability under Section 4201 or 4204 any Multiemployer Plan and (vii) the aggregate amount of ERISA or (ii) liability for termination or reorganization of such Plans under ERISA, are the most recent annual payments made to the best knowledge former employees of any of the BorrowerCompanies or any ERISA Affiliate under any Retiree Health Plan.

Compliance with ERISA. As of the Closing Date, there are no Plans and neither the Borrower nor any of its Restricted Subsidiaries nor any ERISA Affiliate has incurred any unpaid material liability or reasonably expects to incur any material liability with respect to any "employee pension benefit plan" (as defined in Section 3(2) of ERISA) covered by Title IV of ERISA. Additionally, as of the Closing Date, (a) Each each Plan is in substantial compliance with ERISA, ERISA and the Code and any applicable Requirement of LawCode; no Reportable Event has occurred (or is reasonably likely to occur) with respect to any a Plan; no Plan is insolvent or in reorganization (or is reasonably likely to be insolvent or in reorganization), and no written notice of any such insolvency or reorganization has been given to the Borrower or any ERISA Affiliate; no Plan (other than a Multiemployer Plan) has an accumulated or waived funding deficiency (deficiency, has permitted decreases in its funding standard account or is reasonably likely to have such a deficiency); on and after the effectiveness has applied for an extension of the Pension Act, each Plan that is subject to Title IV of ERISA has satisfied the minimum funding standards (any amortization period within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, and there has been no determination that any such Plan is, or is expected to be, in “at risk” status (within the meaning of Section 4010(d)(2) of ERISA)Code; none of neither the Borrower or nor any of its Restricted Subsidiaries nor any ERISA Affiliate has incurred (or is reasonably likely expects to incur) incur any liability to or on account of a Plan pursuant to Section 409, 502(i), 502(1), 515, 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code or has been notified in writing that it will incur any liability under any of the foregoing Sections with respect to any PlanCode; no proceedings have been instituted (or are reasonably likely to be instituted) by the PBGC to terminate or to reorganize any Plan or to appoint a trustee to administer any Plan, and ; no written notice of any such proceedings has been given condition exists which presents a material risk to the Borrower Borrower, any of its Restricted Subsidiaries or any ERISA AffiliateAffiliate of incurring a liability to or on account of a Plan pursuant to ERISA or the Code; and no lien imposed under the Code or ERISA on the assets of the Borrower Borrower, any of its Restricted Subsidiaries or any ERISA Affiliate exists (or is reasonably likely to exist) nor has the Borrower or any ERISA Affiliate been notified in writing that such a lien will be imposed on the assets of the Borrower or any ERISA Affiliate arise on account of any Plan; and the Borrower and its Restricted Subsidiaries do not maintain or contribute to any "employee welfare benefit plan" (as defined in Section 3(1) of ERISA), except which provides benefits to the extent that a breach retired employees (other than as required by Section 601 of ERISA), (b) where, with respect to any of the representations, warranties or agreements foregoing representations in this Section 8.11 (a) would not result6.12, individually the liability for or in the aggregatelien which could arise as a result of, in an amount the particular circumstance or event which is the subject of liability that the representation, would be reasonably likely to have result in a Material Adverse Effect. No Plan material adverse effect on the condition (other than a Multiemployer Plan) has an Unfunded Current Liability that would, individually financial or when taken together with any other liabilities referenced in this Section 8.11(aotherwise), be reasonably likely operations, assets, liabilities or prospects of the Borrower and its Restricted Subsidiaries taken as a whole. Using actuarial assumptions and computation methods consistent with subpart 1 of subtitle E of Title IV of ERISA, the aggregate liabilities of the Borrower, its Restricted Subsidiaries and ERISA Affiliates to have a Material Adverse Effect. With respect to all Plans that which are Multiemployer Plans "multiemployer plans" (as defined in Section 3(374001(a)(3) of ERISA) (each a "Multiemployer Plan") in the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Plan would not be reasonably likely to be an amount that could result in a material adverse effect on the condition (financial or otherwise), operations, assets, liabilities or prospects of the Borrower and its Restricted Subsidiaries taken as a whole. Notwithstanding anything in this Section 6.12 to the contrary, all representations and warranties in this Section 8.11(a), other than any made with respect to (i) liability under Section 4201 or 4204 of ERISA or (ii) liability for termination or reorganization of such Plans under ERISA, are any Plan which is a Multiemployer Plan shall be made to the best knowledge of the Borrower.

Compliance with ERISA. (a) Each Plan is in substantial compliance --------------------- with ERISA, ERISA and the Code and any applicable Requirement of LawCode; no Reportable Event has occurred (or is reasonably likely to occur) with respect to a Plan which could reasonably be expected to result in a material liability of any Planof Holdings, the Borrower, Holdings and its Subsidiaries taken as a whole or any ERISA Affiliate; no Plan is insolvent or in reorganization (or is reasonably likely to be insolvent or in reorganization), and no written notice of any such insolvency or reorganization has been given to the Borrower or any ERISA Affiliate; no Plan (other than a Multiemployer Plan) has an Unfunded Current Liability; no Plan has an accumulated or waived funding deficiency (deficiency, has permitted decreases in its funding standard account or is reasonably likely to have such a deficiency); on and after the effectiveness has applied for an extension of the Pension Act, each Plan that is subject to Title IV of ERISA has satisfied the minimum funding standards (any amortization period within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable Code; all contributions required to such Plan, and there has be made with respect to a Plan have been no determination that any such Plan is, or is expected to be, in “at risk” status (within the meaning of Section 4010(d)(2) of ERISA)timely made; none of Holdings, the Borrower Borrower, or any of their respective Subsidiaries nor any ERISA Affiliate has incurred (or is reasonably likely to incur) any material liability to or on account of a Plan pursuant to Section 409, 502(i), 502(1), 515, 4062, 4063, 4064, 4069, 4201 4201, 4204 or 4204 4212 of ERISA or Section 401(a)(29), 4971 or 4975 of the Code or has been notified in writing that it will expects to incur any such liability under any of the foregoing Sections with respect to any Plan; no proceedings have been instituted (either by the PBGC or, other than pursuant to Section 4041(c) of ERISA, by Holdings, the Borrower or are reasonably likely to be instituted) any of their respective Subsidiaries or any ERISA Affiliate to terminate or to reorganize any Plan or to appoint a trustee to administer any Plan; no condition exists which presents a material risk to Holdings, and no written notice of any such proceedings has been given to the Borrower or any of their respective Subsidiaries or any ERISA AffiliateAffiliate of incurring a material liability to or on account of a Plan pursuant to the foregoing provisions of ERISA and the Code; and no lien imposed under the Code or ERISA on the assets of Holdings, the Borrower or any of their respective Subsidiaries or any ERISA Affiliate exists (or is reasonably likely to exist) nor has the Borrower or any ERISA Affiliate been notified in writing that such a lien will be imposed on the assets of the Borrower or any ERISA Affiliate arise on account of any Plan; and Holdings, except the Borrower and their respective Subsidiaries do not maintain or contribute to the extent that a breach of any of the representations, warranties or agreements in this Section 8.11 (a) would not result, individually or in the aggregate, in an amount of liability that would be reasonably likely to have a Material Adverse Effect. No Plan (other than a Multiemployer Plan) has an Unfunded Current Liability that would, individually or when taken together with any other liabilities referenced in this Section 8.11(a), be reasonably likely to have a Material Adverse Effect. With respect to Plans that are Multiemployer Plans employee welfare benefit plan (as defined in Section 3(373(1) of ERISA), the representations and warranties in this Section 8.11(a), ) which provides benefits to retired employees or other former employees (other than as required by Section 601 of ERISA) or any made employee pension benefit plan (as defined in Section 3(2) of ERISA) the obligations with respect to (i) liability which could reasonably be expected to have a material adverse effect on the ability of Holdings, the Borrower or any Subsidiary to perform their respective obligations under Section 4201 or 4204 of ERISA or (ii) liability for termination or reorganization of such Plans under ERISA, the Credit Documents to which they are made to the best knowledge of the Borrowera party.

Compliance with ERISA. (a) Each Plan is in compliance with ERISA, the Code and any applicable Requirement of Law; no Reportable Event has occurred (or is reasonably likely to occur) with respect to any Plan; no Plan is insolvent or in reorganization (or is reasonably likely to be insolvent or in reorganization), and no written notice of any such insolvency or reorganization has been given to the Borrower any Credit Party, any Subsidiary or any ERISA Affiliate; no Plan (other than a Multiemployer Planmultiemployer plan) has an accumulated or waived funding deficiency (or is reasonably likely to have such a deficiency); on and after the effectiveness of the Pension Act, each Plan that is subject to Title IV of ERISA has satisfied the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, and there has been no determination that Credit Party nor any such Plan is, or is expected to be, in “at risk” status (within the meaning of Section 4010(d)(2) of ERISA); none of the Borrower or Subsidiary nor any ERISA Affiliate has incurred (or is reasonably likely expected to incur) any liability to or on account of a Plan pursuant to Section 409, 502(i), 502(1502(l), 515, 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code or has been notified in writing that it will incur any liability under any of the foregoing Sections with respect to any Plan; no proceedings have been instituted (or are reasonably likely to be instituted) to terminate or to reorganize any Plan or to appoint a trustee to administer any Plan, and no written notice of any such proceedings has been given to the Borrower any Credit Party, any Subsidiary or any ERISA Affiliate; and no lien imposed under the Code or ERISA on the assets of the Borrower any Credit Party, any Subsidiary or any ERISA Affiliate exists (or is reasonably likely to exist) nor has the Borrower any Credit Party, any Subsidiary or any ERISA Affiliate been notified in writing that such a lien will be imposed on the assets of the Borrower any Credit Party, any Subsidiary or any ERISA Affiliate on account of any Plan, except to the extent that a breach of any of the representations, warranties or agreements in this Section 8.11 (a) would not result, individually or in the aggregate, in an amount of liability that would be reasonably likely to have a Material Adverse EffectEffect or relates to any matter disclosed in the financial statements of the Borrower and its Subsidiaries contained in the Confidential Information Memorandum. No Plan (other than a Multiemployer Planmultiemployer plan) has an Unfunded Current Liability that would, individually or when taken together with any other liabilities referenced in this Section 8.11(a)8.11, be reasonably likely to have a Material Adverse Effect. With respect to Plans that are Multiemployer Plans multiemployer plans (as defined in Section 3(37) of ERISA), the representations and warranties in this Section 8.11(a)8.11, other than any made with respect to (i) liability under Section 4201 or 4204 of ERISA or (ii) liability for termination or reorganization of such Plans under ERISA, are made to the best knowledge of the Borrower.. 8.12

Compliance with ERISA. (a) Each Plan is in compliance with ERISA, the Code and any applicable Requirement of Law; no No Reportable Event has occurred (with respect to a Plan during the five year period prior to the date on which this representation is made or is reasonably likely to occur) deemed made with respect to any Plan; no Multiemployer Plan is insolvent or in reorganization (or is reasonably likely to be insolvent or in reorganization), and no written notice of any such insolvency or reorganization has been given to the Borrower or any ERISA Affiliate; no Plan (other than a Multiemployer Plan) has an accumulated or waived funding deficiency (deficiency, or is reasonably likely to have such has applied for a deficiency); on and after the effectiveness waiver of the Pension Act, each Plan that is subject to Title IV of ERISA has satisfied the minimum funding standards (standard or an extension of any amortization period within the meaning of Section 412 of the Code during the five year period prior to the date on which this representation is made or Section 302 of ERISA) applicable deemed made with respect to such any Plan; no proceedings have been instituted to terminate by the PBGC, and there or to appoint a trustee to administer, any Plan; no lien has been no determination that any such Plan is, imposed under the Code or is expected to be, in “at risk” status (within ERISA on the meaning of Section 4010(d)(2) of ERISA); none assets of the Borrower or any of its Subsidiaries or any ERISA Affiliate or is likely to be imposed on account of any Plan; except for any noncompliance, liabilities, obligations and other matters or events that, individually or in the aggregate, have not had, and could not reasonably be expected to have, a Material Adverse Effect: each Plan is in substantial compliance with its terms and with all applicable laws including, without limitation, ERISA and the Code; no Plan has an Unfunded Current Liability; all contributions required to be made by the Borrower, any Subsidiary of the Borrower, or any ERISA Affiliate with respect to each Plan, Multiemployer Plan and Foreign Pension Plan have been timely made; neither the Borrower nor any of its Subsidiaries nor any ERISA Affiliate has incurred (or is reasonably likely to incur) any material liability to or on account of a Plan pursuant to Section 409, 502(i), 502(1502(l), 515, 4062, 4063, 4064, 4069, 4201 4201, 4204 or 4204 4212 of ERISA or Section 4971 401(a)(29), 4971, 4975 or 4975 4980 of the Code or has been notified in writing that it will reasonably expects to incur any material liability (including any indirect, contingent or secondary liability) under any of the foregoing Sections with respect to any PlanPlan (other than liabilities of any ERISA Affiliate which could not, by operation of law or otherwise, become a liability of the Borrower or any of its Subsidiaries); no proceedings have been instituted (or are reasonably likely to be instituted) to terminate or to reorganize any Plan or to appoint condition exists which presents a trustee to administer any Plan, and no written notice of any such proceedings has been given material risk to the Borrower or any ERISA Affiliate; and no lien imposed under the Code or ERISA on the assets of the Borrower its Subsidiaries or any ERISA Affiliate exists (of incurring a liability to or is reasonably likely on account of a Plan pursuant to exist) nor has the Borrower or any foregoing provisions of ERISA Affiliate been notified in writing that such a lien will be imposed and the Code; using actuarial assumptions and computation methods consistent with subpart I of subtitle E of Title IV of ERISA, the aggregate liabilities on the assets part of the Borrower or any and its Subsidiaries and its ERISA Affiliate on account Affiliates to all Plans which are multiemployer plans (as defined in Section 4001(a)(3) of any PlanERISA) in the event of a complete withdrawal therefrom, except as of the close of the most recent fiscal year of each such Plan ended prior to the extent that a breach of any date of the representations, warranties or agreements in this Section 8.11 (a) would most recent Credit Event could not result, individually or in the aggregate, in an amount of liability that would reasonably be reasonably likely expected to have a Material Adverse Effect. No Plan (other than a Multiemployer ; and the Borrower and its Subsidiaries do not maintain or contribute to any Retiree Welfare Plan) has an Unfunded Current Liability that would, individually or when taken together with any other liabilities referenced in this Section 8.11(a), be reasonably likely to have a Material Adverse Effect. With respect to Plans that are Multiemployer Plans (as defined in Section 3(37) of ERISA), the representations and warranties in this Section 8.11(a), other than any made with respect to (i) liability under Section 4201 or 4204 of ERISA or (ii) liability for termination or reorganization of such Plans under ERISA, are made to the best knowledge of the Borrower.

Compliance with ERISA. (a) Each Employee Benefit Plan is in compliance with ERISA, the Code and any applicable Requirement of Applicable Law; no Reportable Event has occurred (or is reasonably likely to occur) with respect to any Plan; no Multiemployer Plan is insolvent or in reorganization (or is reasonably likely to be insolvent or in reorganization), and no written notice of any such insolvency or reorganization has been given to the Borrower or any ERISA Affiliate; no Plan (other than a Multiemployer Plan) has an accumulated or waived funding deficiency (or is reasonably likely to have such a deficiency); on and after the effectiveness of the Pension Act, each Plan that is subject to Title IV of ERISA has satisfied the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, and there has been no determination that any such Plan is, or is expected to be, in “at risk” status (within the meaning of Section 4010(d)(2) of ERISA); none of the Borrower or any ERISA Affiliate has incurred (or is reasonably likely to incur) any liability to or on account of a Plan pursuant to Section 409, 502(i), 502(1502(l), 515, 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code or has been notified in writing that it will incur any liability under any of the foregoing Sections with respect to any PlanCode; no proceedings have been instituted (or are reasonably likely to be instituted) to terminate or to reorganize any Plan or to appoint a trustee to administer any Plan, and no written notice of any such proceedings has been given to the Borrower or any ERISA Affiliate; and no lien Lien imposed under the Code or ERISA on the assets of the Borrower or any ERISA Affiliate exists (or is reasonably likely to exist) nor has the Borrower or any ERISA Affiliate been notified in writing that such a lien Lien will be imposed on the assets of Parent, the Borrower or any ERISA Affiliate on account of any Plan, except to the extent that a breach of any of the representations, warranties or agreements in this Section 8.11 (a6.11(a) would not result, individually or in the aggregate, in an amount of liability that would be reasonably likely to have a Material Adverse Effect. No Plan (other than a Multiemployer Plan) has an Unfunded Current Liability that would, individually or when taken together with any other liabilities referenced in this Section 8.11(a6.11(a), be reasonably likely to have a Material Adverse Effect. With respect to Plans that are Multiemployer Plans (as defined in Section 3(37) of ERISA)Plans, the representations and warranties in this Section 8.11(a6.11(a), other than any made with respect to (i) liability under Section 4201 or 4204 of ERISA or (ii) liability for termination or reorganization of such Multiemployer Plans under ERISA, are made to the best knowledge of the Borrower.

Compliance with ERISA. (a) Each Employee Benefit Plan is in compliance with ERISA, the Code and any applicable Requirement of Applicable Law; no Reportable Event has occurred (or is reasonably likely to occur) with respect to any Benefit Plan; no Multiemployer Plan is insolvent Insolvent or in reorganization (or is reasonably likely to be insolvent Insolvent or in reorganization), and no written notice of any such insolvency or reorganization has been given to the Borrower or any ERISA Affiliate; no Benefit Plan (other than a Multiemployer Plan) has an accumulated or waived funding deficiency (or is reasonably likely to have such a deficiency); on and after the effectiveness of the Pension Act, each Benefit Plan that is subject to Title IV of ERISA has satisfied the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Benefit Plan, and there has been no determination that any such Benefit Plan is, or is expected to be, in “at risk” status (within the meaning of Section 4010(d)(2) of ERISA); none of the Borrower or any ERISA Affiliate has incurred (or is reasonably likely to incur) any liability to or on account of a Benefit Plan pursuant to Section 409, 502(i), 502(1502(l), 515, 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code or has been notified in writing that it will incur any liability under any of the foregoing Sections with respect to any PlanCode; no proceedings have been instituted (or are reasonably likely to be instituted) to terminate or to reorganize any Benefit Plan or to appoint a trustee to administer any Benefit Plan, and no written notice of any such proceedings has been given to the Borrower or any ERISA Affiliate; and no lien Lien imposed under the Code or ERISA on the assets of the Borrower or any ERISA Affiliate exists (or is reasonably likely to exist) nor has the Borrower or any ERISA Affiliate been notified in writing that such a lien Lien will be imposed on the assets of Holdings, the Borrower or any ERISA Affiliate on account of any Benefit Plan, except to the 150 Table of Contents extent that a breach of any of the representations, warranties or agreements in this Section 8.11 (a8.11(a) would not result, individually or in the aggregate, in an amount of liability that would be reasonably likely to have a Material Adverse Effect. No Benefit Plan (other than a Multiemployer Plan) has an Unfunded Current Liability that would, individually or when taken together with any other liabilities referenced in this Section 8.11(a), be reasonably likely to have a Material Adverse Effect. With respect to Benefit Plans that are Multiemployer Plans (as defined in Section 3(37) of ERISA)Plans, the representations and warranties in this Section 8.11(a)), other than any made with respect to (i) liability under Section 4201 or 4204 of ERISA or (ii) liability for termination or reorganization of such Multiemployer Plans under ERISA, are made to the best knowledge of the Borrower.

Compliance with ERISA. (a) Each Plan is in compliance with ERISA, the Code and any applicable Requirement of Law; no Reportable Event has occurred (or is reasonably likely to occur) with respect to any Plan; no Plan is insolvent or in reorganization (or is reasonably likely to be insolvent or in reorganization), and no written notice of any such insolvency or reorganization has been given to the Parent Borrower or any ERISA Affiliate; no Plan (other than a Multiemployer Plan) has an accumulated or waived funding deficiency (or is reasonably likely to have such a deficiency); on and after the effectiveness of the Pension Act, each Plan that is subject to Title IV of ERISA has satisfied the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, and there has been no determination that any such Plan is, or is expected to be, in “at risk” status (within the meaning of Section 4010(d)(2) of ERISA); none of the Parent Borrower or any ERISA Affiliate has incurred (or is reasonably likely to incur) any liability to or on account of a Plan pursuant to Section 409, 502(i), 502(1502(l), 515, 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 149 4971 or 4975 of the Code or has been notified in writing that it will incur any liability under any of the foregoing Sections with respect to any Plan; no proceedings have been instituted (or are reasonably likely to be instituted) to terminate or to reorganize any Plan or to appoint a trustee to administer any Plan, and no written notice of any such proceedings has been given to the Parent Borrower or any ERISA Affiliate; and no lien imposed under the Code or ERISA on the assets of the Parent Borrower or any ERISA Affiliate exists (or is reasonably likely to exist) nor has the Parent Borrower or any ERISA Affiliate been notified in writing that such a lien will be imposed on the assets of the Parent Borrower or any ERISA Affiliate on account of any Plan, except to the extent that a breach of any of the representations, warranties or agreements in this Section 8.11 (a8.11(a) would not be reasonably expected to result, individually or in the aggregate, in an amount of liability that would be reasonably likely to have a Material Adverse Effect. No Plan (other than a Multiemployer Plan) has an Unfunded Current Liability that would, individually or when taken together with any other liabilities referenced in this Section 8.11(a), be reasonably likely to have a Material Adverse Effect. With respect to Plans that are Multiemployer Plans (as defined in Section 3(37) of ERISA), the representations and warranties in this Section 8.11(a), other than any made with respect to (i) liability under Section 4201 or 4204 of ERISA or (ii) liability for termination or reorganization of such Plans under ERISA, are made to the best knowledge of the Parent Borrower.

Compliance with ERISA. As of the Effective Date, there are no Plans and neither the Company nor any of its Restricted Subsidiaries nor any ERISA Affiliate has incurred any unpaid material liability or reasonably expects to incur any material liability with respect to any "employee pension benefit plan" (aas defined in Section 3(2) Each of ERISA) covered by Title IV of ERISA. As of the date of each subsequent Loan, each Plan is in substantial compliance with ERISA, ERISA and the Code and any applicable Requirement of LawCode; no Reportable Event has occurred (or is reasonably likely to occur) with respect to any a Plan; no Plan is insolvent or in reorganization (or is reasonably likely to be insolvent or in reorganization), and no written notice of any such insolvency or reorganization has been given to the Borrower or any ERISA Affiliate; no Plan (other than a Multiemployer Plan) has an accumulated or waived funding deficiency (deficiency, has permitted decreases in its funding standard account or is reasonably likely to have such a deficiency); on and after the effectiveness has applied for an extension of the Pension Act, each Plan that is subject to Title IV of ERISA has satisfied the minimum funding standards (any amortization period within the meaning of Section 412 of the Code or Section 302 Code; neither the Company nor any of ERISA) applicable to such Plan, and there has been no determination that any such Plan is, or is expected to be, in “at risk” status (within the meaning of Section 4010(d)(2) of ERISA); none of the Borrower or its Restricted Subsidiaries nor any ERISA Affiliate has incurred (or is reasonably likely expects to incur) incur any liability to or on account of a Plan pursuant to Section 409, 502(i), 502(1), 515, 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code or has been notified in writing that it will incur any liability under any of the foregoing Sections with respect to any PlanCode; no proceedings have been instituted (or are reasonably likely to be instituted) by the PBGC to terminate or to reorganize any Plan or to appoint a trustee to administer any Plan, and ; no written notice of any such proceedings has been given condition exists which presents a material risk to the Borrower Company, any of its Restricted Subsidiaries or any ERISA AffiliateAffiliate of incurring a liability to or on account of a Plan pursuant to ERISA or the Code; and no lien imposed under the Code or ERISA on the assets of the Borrower Company, any of its Restricted Subsidiaries or any ERISA Affiliate exists (or is reasonably likely to exist) nor has the Borrower or any ERISA Affiliate been notified in writing that such a lien will be imposed on the assets of the Borrower or any ERISA Affiliate arise on account of any Plan; and the Company and its Restricted Subsidiaries do not maintain or contribute to any "employee welfare benefit plan" (as defined in Section 3(1) of ERISA), except which provides benefits to the extent that a breach retired employees (other than as required by Section 601 of ERISA) where, with respect to any of the representations, warranties or agreements foregoing representations in this Section 8.11 (a) would not result5.12, individually the liability for or in the aggregatelien which could arise as a result of, in an amount the particular circumstance or event which is the subject of liability that the representation, would be reasonably likely to have result in a Material Adverse Effect. No Plan material adverse effect on the condition (other than a Multiemployer Plan) has an Unfunded Current Liability that would, individually financial or when taken together with any other liabilities referenced in this Section 8.11(aotherwise), be reasonably likely operations, assets, liabilities or prospects of the Company and its Restricted Subsidiaries taken as a whole. Using actuarial assumptions and computation methods consistent with subpart 1 of subtitle E of Title IV of ERISA, the aggregate liabilities of the Company, its Restricted Subsidiaries and ERISA Affiliates to have a Material Adverse Effect. With respect to all Plans that which are Multiemployer Plans "multiemployer plans" (as defined in Section 3(374001(a)(3) of ERISA) (each a "Multiemployer Plan") in the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Plan would not be reasonably likely to be an amount that could result in a material adverse effect on the condition (financial or otherwise), operations, assets, liabilities or prospects of the Company and its Restricted Subsidiaries taken as a whole. Notwithstanding anything in this Section 5.12 to the contrary, all representations and warranties in this Section 8.11(a), other than any made with respect to (i) liability under Section 4201 or 4204 of ERISA or (ii) liability for termination or reorganization of such Plans under ERISA, are any Plan which is a Multiemployer Plan shall be made to the best knowledge of the BorrowerCompany.

Compliance with ERISA. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: (a) Each each Pension Plan is in compliance with ERISA, the Code and any applicable Requirement of Applicable Law; (b) no Reportable Event has occurred (or is reasonably likely to occur); (c) with respect to any Plan; no Multiemployer Plan is insolvent or in reorganization “insolvent” within the meaning of Section 4245 of ERISA (or is reasonably likely to be insolvent or in reorganizationinsolvent), and no written notice of any such insolvency or reorganization has been given to any of the Borrower Borrower, any of the Restricted Subsidiaries or any ERISA Affiliate; no Plan (other than d) none of the Borrower, any of the Restricted Subsidiaries or any ERISA Affiliate has failed to make a required contribution to a Multiemployer Plan) has an accumulated , whether or not waived funding deficiency (or is reasonably likely to have fail to make such a deficiencyrequired contribution); on and after the effectiveness of the (e) no Pension Act, each Plan that is subject to Title IV of ERISA has satisfied the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, and there has been no determination that any such Plan is, or is expected to be, in “at at-risk” status (within the meaning of Section 4010(d)(2) 430 of the Code or Section 303 of ERISA and no Multiemployer Plan is, or is expected to be, in “endangered or critical status” within the meaning of Section 432 of the Code or Section 305 of ERISA); (f) none of the Borrower Borrower, any of the Restricted Subsidiaries or any ERISA Affiliate has incurred (or is reasonably likely to incur) any liability to or on account of a Pension Plan or Multiemployer Plan, as applicable, pursuant to Section 409, 502(i), 502(1502(l), 515, 4062, 4063, 4064, 4069, 4201 4201, 4204 or 4204 4212(c) of ERISA or Section 4971 or 4975 of the Code or has been notified in writing that it will incur any liability under any of the foregoing Sections with respect to any Pension Plan or Multiemployer Plan; (g) no proceedings by the PBGC have been instituted (or to the best knowledge of the Borrower are reasonably likely to be instituted) to terminate or to reorganize any Pension Plan or Multiemployer Plan or to appoint a trustee to administer any Pension Plan or Multiemployer Plan, and no written notice of any such proceedings has been given to any of the Borrower Borrower, any of the Restricted Subsidiaries or any ERISA Affiliate; and (h) no lien Lien has been imposed under the Code or ERISA on the assets of any of the Borrower Borrower, any of the Restricted Subsidiaries or any ERISA Affiliate exists (pursuant to Section 430(k) of the Code or is reasonably likely pursuant to existSection 303(k) or 4068 of ERISA with respect to a Pension Plan nor has the Borrower Borrower, any of the Restricted Subsidiaries or any ERISA Affiliate been notified in writing that such a lien will be imposed on the assets of any of the Borrower Borrower, any of the Restricted Subsidiaries or any ERISA Affiliate on account of any Pension Plan; and (i) each Foreign Plan is in compliance with Applicable Laws (including funding requirements under such Applicable Laws), except and no proceedings have been instituted to terminate any Foreign Plan which would reasonably be expected to give rise to liability for the extent that a breach of Borrower or any of the representations, warranties or agreements in this Section 8.11 (a) would not result, individually or in the aggregate, in an amount of liability that would be reasonably likely to have a Material Adverse EffectRestricted Subsidiary. No Pension Plan (other than a Multiemployer Plan) has an Unfunded Current Liability that would, individually or when taken together with any other liabilities incurred or reasonably likely to be incurred by the Borrower, any of the Restricted Subsidiaries or any ERISA Affiliate as referenced in this Section 8.11(a)8.11, be reasonably likely to have a Material Adverse Effect. With respect to Plans that are Multiemployer Plans (as defined in Section 3(37) of ERISA)Plans, the representations and warranties in this Section 8.11(a)8.11, other than any made with respect to (i) liability under Section 4201 4201, 4204 or 4204 4212(c) of ERISA or ERISA, (ii) any contribution required to be made, or (iii) liability for actual termination or reorganization of any such Plans Multiemployer Plan under ERISA, are made to the best knowledge of the Borrower.

Compliance with ERISA. (a) Each Employee Benefit Plan is in compliance with ERISA, the Code and any applicable Requirement of LawApplicable Laws; no Reportable Event has occurred (or is reasonably likely to occur) with respect to any Plan; no Multiemployer Plan is insolvent or in reorganization (or is reasonably likely to be insolvent or in reorganization), and no written notice of any such insolvency or reorganization has been given to the Borrower TCEH or any ERISA Affiliate; no Plan (other than a Multiemployer Plan) has an accumulated or waived funding deficiency (or is reasonably likely to have such a deficiency); on and after the effectiveness of the Pension Act, each Plan that is subject to Title IV of ERISA has satisfied the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, and there has been no determination that any such Plan is, or is expected to be, in “at risk” status (within the meaning of Section 4010(d)(2) of ERISA); none of the Borrower TCEH or any ERISA Affiliate has incurred (or is reasonably likely to incur) any liability to or on account of a Plan pursuant to Section 409, 502(i), 502(1502(l), 515, 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code or has been notified in writing that it will incur any liability under any of the foregoing Sections with respect to any PlanCode; no proceedings have been instituted (or are reasonably likely to be instituted) to terminate or to reorganize any Plan or to appoint a trustee to administer any Plan, and no written notice of any such proceedings has been given to the Borrower TCEH or any ERISA Affiliate; and no lien Lien imposed under the Code or ERISA on the assets of the Borrower TCEH or any ERISA Affiliate exists (or is reasonably likely to exist) nor has the Borrower TCEH or any ERISA Affiliate been notified in writing that such a lien Lien will be imposed on the assets of the Borrower Parent, US Holdings, TCEH or any ERISA Affiliate on account of any Plan, except to the extent that a breach of any of the representations, warranties or agreements in this Section 8.11 (a8.11(a) would not result, individually or in the aggregate, in an amount of liability that would be reasonably likely to have a Material Adverse Effect. No Plan (other than a Multiemployer Plan) has an Unfunded Current Liability that would, individually or when taken together with any other liabilities referenced in this Section 8.11(a), be reasonably likely to have a Material Adverse Effect. With respect to Plans that are Multiemployer Plans (as defined in Section 3(37) of ERISA), the representations and warranties in this Section 8.11(a), other than any made with respect to (i) liability under Section 4201 or 4204 of ERISA or (ii) liability for termination or reorganization of such Multiemployer Plans under ERISA, are made to the best knowledge of the BorrowerTCEH.

Compliance with ERISA. Except as would not reasonably be expected to result in a Material Adverse Effect: (ai) Each each Plan is in compliance with ERISA, the Code and any applicable Requirement of Applicable Law; (ii) no Reportable Event has occurred (or is reasonably likely to occur) with respect to any Plan; (iii) each Plan that is intended to qualify under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service; (iv) no Multiemployer Plan is in “endangered or critical status” within the meaning of Section 305 of ERISA or insolvent or in reorganization within the meaning of Sections 4245 of ERISA (or is reasonably likely to be insolvent or in reorganizationinsolvent), and no written notice of any such insolvency or reorganization has been given to any of the Borrower Credit Parties or any ERISA Affiliate; (v) no Plan (other than a Multiemployer Plan) has an accumulated or waived funding deficiency (or is reasonably likely to have such a deficiency); on and after the effectiveness of the Pension Act, each Plan that is subject to Title IV of ERISA has satisfied the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, and there has been no determination that any such Plan is, or is reasonably expected to be, in “at risk” status (within as defined in Section 430 of the meaning of Code or Section 4010(d)(2) 303 of ERISA); (vi) no Plan has failed to satisfy the minimum funding standard of Section 412 of the Code or Section 302 of ERISA (whether or not waived in accordance with Section 412(c) of the Code or Section 302(c) of ERISA) (or is reasonably likely to do so); (vii) no failure to make any required installment under Section 430(j) of the Code or Section 303(j) of ERISA with respect to any Plan or any failure of a Credit Party or any ERISA Affiliate to make any required contribution to a Multiemployer Plan when due has occurred; (viii) none of the Borrower Credit Parties or any ERISA Affiliate has incurred (or is reasonably likely expected to incur) any liability to or on account of a Plan or a Multiemployer Plan pursuant to Section 409, 502(i), 502(1), 515, 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code or has been notified in writing that it will incur any liability under any of the foregoing Sections with respect to any Plan or Multiemployer Plan; (ix) no proceedings have been instituted (or are reasonably likely to be instituted) to terminate or to reorganize any Plan or to appoint a trustee to administer any Plan, and no written notice of any such proceedings has been given to any of the Borrower Credit Parties or any ERISA Affiliate; and (x) no lien Lien imposed under the Code or ERISA on the assets of any of the Borrower Credit Parties or any ERISA Affiliate on account of a Plan or Multiemployer Plan exists (or is reasonably likely to exist) nor has have the Borrower Credit Parties or any ERISA Affiliate been notified in writing that such a lien Lien will be imposed on the assets of any of the Borrower Credit Parties or any ERISA Affiliate on account of any Plan or Multiemployer Plan, except to the extent that a breach of any of the representations, warranties or agreements in this Section 8.11 (a) would not result, individually or in the aggregate, in . No Plan has an amount of liability Unfunded Current Liability that would be reasonably likely to have a Material Adverse Effect. No Plan (other than liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan) , as such terms are defined in Sections 4203 and 4205 of ERISA, has an Unfunded Current Liability that wouldbeen, individually or when taken together with is reasonably expected to be, incurred by any other liabilities referenced Credit Party except as would not reasonably be expected to result in this Section 8.11(a), be reasonably likely to have a Material Adverse Effect. With respect to Plans that are Multiemployer Plans (as defined in Section 3(37) of ERISA), the representations and warranties in this Section 8.11(a), other than any made with respect to (i) liability under Section 4201 or 4204 of ERISA or (ii) liability for termination or reorganization of such Plans under ERISA, are made to the best knowledge of the Borrower.

Compliance with ERISA. With respect to Borrower and -------------- --------------------- any Commonly Controlled Entity (a) Each withdraw from or cease to have an obligation to contribute to, any Multiemployer Plan is (b) engage in compliance with ERISA, any "prohibited transaction" (as defined in Section 4975 of the Code and any applicable Requirement of Law; no Reportable Event has occurred (or is reasonably likely to occurCode) with respect to involving any Plan; no Plan is insolvent or in reorganization , (or is reasonably likely to be insolvent or in reorganization), and no written notice c) except for any deficiency caused by a waiver of any such insolvency or reorganization has been given to the Borrower or any ERISA Affiliate; no Plan (other than a Multiemployer Plan) has an accumulated or waived funding deficiency (or is reasonably likely to have such a deficiency); on and after the effectiveness of the Pension Act, each Plan that is subject to Title IV of ERISA has satisfied the minimum funding standards requirement under sections 412 and/or 418 of the Code, as described above, incur or suffer to exist any material "accumulated funding deficiency" (within the meaning as defined in section 302 of Section ERISA and section 412 of the Code or Section 302 of ERISACode) applicable to such Plan, and there has been no determination that any such Plan is, or is expected to be, in “at risk” status (within the meaning of Section 4010(d)(2) of ERISA); none of the Borrower or any ERISA Affiliate has incurred Commonly Controlled Entity, whether or not waived, involving any Single Employer Plan, (d) incur or is reasonably likely suffer to incur) exist any liability to Reportable Event or on account the appointment of a trustee or institution of proceedings for appointment of a trustee for any Single Employer Plan if, in the case of a Reportable Event, such event continues unremedied for ten (10) days after notice of such Reportable Event pursuant to Section 409, 502(isections 4043(a), 502(1), 515, 4062, 4063, 4064, 4069, 4201 (c) or 4204 (d) of ERISA or Section 4971 or 4975 is given, if in the reasonable opinion of the Code or has been notified in writing that it will incur any liability under Majority Lenders any of the foregoing Sections with respect to any Plan; no proceedings have been instituted (or are reasonably is likely to be instituted) to terminate or to reorganize any Plan or to appoint result in a trustee to administer any Plan, and no written notice of any such proceedings has been given to the Borrower or any ERISA Affiliate; and no lien imposed under the Code or ERISA on the assets material liability of the Borrower or any ERISA Affiliate exists Commonly Controlled Entity, (or is reasonably likely to existe) nor has the Borrower or any ERISA Affiliate been notified in writing that such a lien will be imposed on permit the assets held under any Plan to be insufficient to protect all accrued benefits in any material respect, (f) allow or suffer to exist any event or condition, which presents a material risk of incurring a material liability of the Borrower or any ERISA Affiliate on account Commonly Controlled Entity to PBGC by reason of termination of any Plan, except such Plan or (g) cause or permit any Plan maintained by Borrower and/or any Commonly Controlled Entity to the extent that a breach be out of compliance with ERISA in any material respect. For purposes of the representations, warranties or agreements in this Section 8.11 5.2.16 "material liability" shall be deemed to mean -------------- any liability of Fifty Thousand Dollars (a$50,000) would not result, individually or more in the aggregate, in an amount of liability that would be reasonably likely to have a Material Adverse Effect. No Plan (other than a Multiemployer Plan) has an Unfunded Current Liability that would, individually or when taken together with any other liabilities referenced in this Section 8.11(a), be reasonably likely to have a Material Adverse Effect. With respect to Plans that are Multiemployer Plans (as defined in Section 3(37) of ERISA), the representations and warranties in this Section 8.11(a), other than any made with respect to (i) liability under Section 4201 or 4204 of ERISA or (ii) liability for termination or reorganization of such Plans under ERISA, are made to the best knowledge of the Borrower.

Compliance with ERISA. Except to the extent that a breach of any of the representations, warranties or agreements in this Section 8.11 would not result, individually or in the aggregate, in an amount of liability that would be reasonably likely to have a Material Adverse Effect: (a) Each each Pension Plan is in compliance with ERISA, the Code and any applicable Requirement Applicable Law and, with respect to each Pension Plan and each Multiemployer Plan, the Borrower and each of the Restricted Subsidiaries and each of the ERISA Affiliates is in compliance with ERISA, the Code and any Applicable Law; (b) no Reportable Event has occurred occurred; (c) no Pension Plan or is reasonably likely to occur) with respect to any Plan; no Multiemployer Plan is insolvent or in reorganization (or is reasonably likely to be insolvent or in reorganization), and no written notice of any such insolvency or reorganization has been given to the Borrower Borrower, any of the Restricted Subsidiaries or any ERISA Affiliate; no Plan (other than a Multiemployer Pland) has an accumulated or waived funding deficiency (or is reasonably likely to have such a deficiency); on and after neither the effectiveness Borrower nor any of the Pension Act, each Plan that is subject Restricted Subsidiaries or any ERISA Affiliate has failed to Title IV of ERISA has satisfied satisfy the minimum funding standards (within the meaning of standard under Section 412 of the Code or and Section 302 of ERISA) applicable ERISA with respect to such any Pension Plan, and there or has been otherwise failed to make a required contribution to a Pension Plan or Multiemployer Plan, whether or not waived; (e) no determination that any such Pension Plan is, or is expected to be, in “at risk” at-risk status (within the meaning of Section 4010(d)(2) 430 of the Code or Section 303 of ERISA and no Multiemployer Plan is, or is expected to be, in endangered or critical status within the meaning of Section 432 of the Code or Section 305 of ERISA); none (f) neither the Borrower nor any of the Borrower or Restricted Subsidiaries nor any ERISA Affiliate has incurred (or is reasonably likely to incur) any liability to or on account of a Pension Plan pursuant to under Section 409, 502(i), 502(1), 515, 4062, 4063, 4064, 4069, 4201 4064 or 4204 4069 of ERISA or Section 4971 or 4975 of the Code or has been notified in writing that it will incur any liability under any Withdrawal Liability to or on account of the foregoing Sections with respect to any a Multiemployer Plan; (g) no proceedings have been instituted (or are reasonably likely to be instituted) to terminate or to reorganize any Pension Plan or Multiemployer Plan or to appoint a trustee to administer any Pension Plan or Multiemployer Plan, and no written notice of any such proceedings has been given to the Borrower Borrower, any of the Restricted Subsidiaries or any ERISA Affiliate; (h) each Foreign Plan is in compliance with Applicable Laws (including funding requirements under such Applicable Laws); and (i) no lien imposed under the Code or ERISA on the assets of the Borrower or proceedings have been instituted to terminate any ERISA Affiliate exists (or is reasonably likely to exist) nor has the Borrower or any ERISA Affiliate been notified in writing that such a lien will be imposed on the assets of the Borrower or any ERISA Affiliate on account of any Foreign Plan, except to the extent that a breach of any of the representations, warranties or agreements in this Section 8.11 (a) would not result, individually or in the aggregate, in an amount of liability that would be reasonably likely to have a Material Adverse Effect. No Pension Plan (other than a Multiemployer Plan) has an Unfunded Current Liability that would, individually or when taken together with any other liabilities referenced in this Section 8.11(a)8.11, be reasonably likely to have a Material Adverse Effect. With respect to Plans that are Multiemployer Plans (as defined in Section 3(37) of ERISA)Plans, the representations and warranties in this Section 8.11(a)8.11, other than any made with respect to (ia) liability under Section 4201 or 4204 of ERISA Withdrawal Liability, (b) any contributions required to be made, or (iic) liability for termination or reorganization of such Multiemployer Plans under ERISA, are made to the best knowledge of the Borrower.

Compliance with ERISA. (a) (i) Each Plan is in compliance with ERISA, the Code and any applicable Requirement of Law; (ii) no Reportable Event has occurred (or is reasonably likely to occur) with respect to any Plan; (iii) to the knowledge of the Borrower, no Multiemployer Plan is insolvent or in reorganization (or is reasonably likely to be insolvent or in reorganization), and no written notice of any such insolvency or reorganization has been given to the U.S. Parent Borrower or any ERISA Affiliate; (iv) with respect to a Plan, no Plan (other than a Multiemployer Plan) failure to satisfy the minimum funding standard required for any plan year or part thereof has an accumulated or waived funding deficiency occurred (or is reasonably likely to have occur) and no waiver of such a deficiency); on and after the effectiveness standard or extension of the Pension Act, each Plan that is subject to Title IV of ERISA any amortization period has satisfied the minimum funding standards (within the meaning of been sought or granted under Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, and there has been no determination that any such Plan is, (or is expected reasonably likely to be, in “at risk” status (within the meaning of Section 4010(d)(2) of ERISAbe sought or granted); (v) none of the Borrower Borrowers or any ERISA Affiliate has incurred (or is reasonably likely to incur) any liability to or on account of a Plan pursuant to Section 409, 502(i), 502(1502(l), 515, 4062, 4063, 4064, 4069, 4201 or 4204 4069 of ERISA or Section 4971 or 4975 of the Code or on account of a Multiemployer Plan pursuant to Section 4201 or 4204 of ERISA or has been notified in writing that it will incur any liability under any of the foregoing Sections with respect to any Plan or Multiemployer Plan; (vi) no proceedings have been instituted by PBGC (or are reasonably likely to be instituted) to terminate or to reorganize any Plan or to appoint a trustee to administer any Plan or, to the knowledge of the U.S. Parent Borrower, to reorganize any Multiemployer Plan, ; and (vii) no written notice of any such proceedings has been given to the U.S. Parent Borrower or any ERISA Affiliate; and no lien imposed under the Code or ERISA on the assets of the U.S. Parent Borrower or any ERISA Affiliate exists (or is reasonably likely to exist) nor has the U.S. Parent Borrower or any ERISA Affiliate been notified in writing that such a lien will be imposed on the assets of the U.S. Parent Borrower or any ERISA Affiliate on account of any Plan, except to the extent that a breach of any of the representations, warranties or agreements in this Section 8.11 7.11(a)(i) through (avii) would not result, individually or in the aggregate, in an amount of liability that would be reasonably likely to have a Material Adverse Effect. No Plan (other than a Multiemployer Plan) has an Unfunded Current Liability that would, individually or when taken together with any other liabilities referenced in this Section 8.11(a), would be reasonably likely to have a Material Adverse Effect. With respect to Plans that are Multiemployer Plans (as defined in Section 3(37) of ERISA), the representations and warranties in this Section 8.11(a), other than any made with respect to (i) liability under Section 4201 or 4204 of ERISA or (ii) liability for termination or reorganization of such Plans under ERISA, are made to the best knowledge of the Borrower.

Compliance with ERISA. (a) Each Plan is in compliance with ERISA, the Code and any applicable Requirement of Law; no Reportable Event has occurred (or is reasonably likely to occur) with respect to any Plan; no Plan is insolvent “insolvent” (within the meaning of Section 4245 of ERISA) or in reorganization “reorganization” (within the meaning of Section 4245 of ERISA) (or is reasonably likely to be insolvent or in reorganization) or is in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA), and no written notice of any such insolvency insolvency, reorganization, or reorganization endangered or critical status has been given to the Borrower or or, to the knowledge of the Borrower, any ERISA Affiliate; no Plan (other than a Multiemployer Plan) has an accumulated or waived funding deficiency (or is reasonably likely to have such a deficiency); on and after the effectiveness of the Pension Act, each Plan that is subject to Title IV of ERISA has satisfied the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, and there has been no determination that any such Plan is, or is expected to be, in “at risk” status (within the meaning of Section 4010(d)(2303(i)(4) of ERISA); none of the Borrower or any ERISA Affiliate has incurred (or is reasonably likely to incur) any liability to or on account of a Plan pursuant to Section 409, 502(i), 502(1), 515, 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code or nor has the Borrower or, to the knowledge of the Borrower, any ERISA Affiliate, been notified in writing that it will incur any liability under any of the foregoing Sections with respect to any Plan; no proceedings have been instituted (or are reasonably likely to be instituted) to terminate or to reorganize any Plan or to appoint a trustee to administer any Plan, and no written notice of any such proceedings has been given to the Borrower or or, to the knowledge of the Borrower, any ERISA Affiliate; and no lien imposed under the Code or ERISA on the assets of the Borrower or any ERISA Affiliate exists (or is reasonably likely to exist) nor has the Borrower or or, to the knowledge of the Borrower, any ERISA Affiliate been notified in writing that such a lien will be imposed on the assets of the Borrower or any ERISA Affiliate on account of any Plan, except to the extent that a breach of any of the representations, representations or warranties or agreements in this Section 8.11 (a8.11(a) would not result, individually or in the aggregate, in an amount of liability that would be reasonably likely to have a Material Adverse Effect. No Plan (other than a Multiemployer Plan) has an Unfunded Current Liability that would, individually or when taken together with any other liabilities referenced in this Section 8.11(a), be reasonably likely to have a Material Adverse Effect. With respect to Plans that are Multiemployer Plans (as defined in Section 3(37) of ERISA)Plans, the representations and warranties in this Section 8.11(a), other than any made with respect to (i) liability under Section 4201 or 4204 of ERISA or (ii) liability for termination “termination” or reorganization “reorganization” (within the meaning of Title IV of ERISA) of such Plans under ERISA, are made to the best knowledge of the Borrower.

Compliance with ERISA. (a) Schedule IV sets forth, as of the Initial Borrowing Date, the name of each Plan. Each Plan (and each related trust, insurance contract or fund) is in substantial compliance with its terms and with all applicable laws, including, without limitation, ERISA and the Code; each Plan (and each related trust, if any) which is intended to be qualified under Section 401(a) of the Code has received a determination letter from the Internal Revenue Service to the effect that it meets the requirements of Sections 401(a) and 501(a) of the Code; neither the Borrower nor any of its Subsidiaries or ERISA Affiliates has ever maintained or contributed to, or had any obligation to maintain or contribute to (or borne any liability with respect to) any "employee pension benefit plan," within the meaning of Section 3(2) of ERISA, the Code and any applicable Requirement of Law; no Reportable Event has occurred (or is reasonably likely to occur) with respect to any Plan; no Plan is insolvent or in reorganization (or is reasonably likely to be insolvent or in reorganization), and no written notice of any such insolvency or reorganization has been given to the Borrower or any ERISA Affiliate; no Plan (other than a Multiemployer Plan) has an accumulated or waived funding deficiency (or is reasonably likely to have such a deficiency); on and after the effectiveness of the Pension Act, each Plan that is subject to Title IV of ERISA has satisfied the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA or Title IV of ERISA) applicable to such Plan, and there ; neither the Borrower nor any of its Subsidiaries or ERISA Affiliates has been no determination that any such Plan isever maintained or contributed to, or is expected had any obligation to be, in “at risk” status maintain or contribute to (within or borne any liability with respect to) any Foreign Pension Plan; all contributions required to be made with respect to a Plan have been timely made; neither the meaning of Section 4010(d)(2) of ERISA); none Borrower nor any Subsidiary of the Borrower or nor any ERISA Affiliate has incurred any material liability (including any indirect, contingent or is reasonably likely to incursecondary liability) any liability to or on account of a Plan pursuant to Section 409, 502(i), 502(1502(l), 515, 4062, 4063, 4064, 4069, 4201 4204 or 4204 4212 of ERISA or Section 4971 or 4975 of the Code or has been notified in writing that it will expects to incur any such liability under any of the foregoing Sections sections with respect to any Plan; no proceedings have been instituted (or are reasonably likely to be instituted) to terminate or to reorganize any Plan or to appoint condition exists which presents a trustee to administer any Plan, and no written notice of any such proceedings has been given material risk to the Borrower or any Subsidiary of the Borrower or any ERISA AffiliateAffiliate of incurring a liability to or on account of a Plan pursuant to the foregoing provisions of ERISA and the Code; no action, suit, proceeding, hearing, audit or investigation with respect to the administration, operation or the investment of assets of any Plan (other than routine claims for benefits) is pending, expected or threatened; each group health plan (as defined in Section 607(1) of ERISA or Section 4980B(g)(2) of the Code) which covers or has covered employees or former employees of the Borrower, any Subsidiary of the Borrower, or any ERISA Affiliate has at all times been operated in compliance with the provisions of Part 6 of subtitle B of Title I of ERISA and Section 4980B of the Code; each group health plan (as defined in 45 Code of Federal Regulations Section 160.103) which covers or has covered employees or former employees of the Borrower, any Subsidiary of the Borrower, or any ERISA Affiliate has at all times been operated in compliance with the provisions of the Health Insurance Portability and Accountability Act of 1996 and the regulations promulgated thereunder; no lien imposed under the Code or ERISA on the assets of the Borrower or any ERISA Affiliate exists (or is reasonably likely to exist) nor has the Borrower or any ERISA Affiliate been notified in writing that such a lien will be imposed on the assets Subsidiary of the Borrower or any ERISA Affiliate exists or is likely to arise on account of any Plan, except ; and the Borrower and its Subsidiaries may cease contributions to the extent that a breach of or terminate any employee benefit plan maintained by any of the representations, warranties or agreements in this Section 8.11 (a) would not result, individually or in the aggregate, in an amount of liability that would be reasonably likely to have a Material Adverse Effect. No Plan (other than a Multiemployer Plan) has an Unfunded Current Liability that would, individually or when taken together with them without incurring any other liabilities referenced in this Section 8.11(a), be reasonably likely to have a Material Adverse Effect. With respect to Plans that are Multiemployer Plans (as defined in Section 3(37) of ERISA), the representations and warranties in this Section 8.11(a), other than any made with respect to (i) liability under Section 4201 or 4204 of ERISA or (ii) liability for termination or reorganization of such Plans under ERISA, are made to the best knowledge of the Borrowermaterial liability.