Common use of Compliance with ERISA Clause in Contracts

Compliance with ERISA. Except as, in the aggregate, would not reasonably be expected to have a Material Adverse Effect: each Plan has been operated and administered in a manner so as not to result in any liability of Company for failure to comply with the applicable provisions of applicable law, including ERISA and the Code; no Termination Event has occurred with respect to a Plan; to the knowledge of Company, no Multiemployer Plan is insolvent or in reorganization; no Plan has an accumulated or waived funding deficiency or has applied for an extension of any amortization period within the meaning of Section 412 of the Code; Company and its Subsidiaries or any ERISA Affiliates have not incurred any liability to or on account of a Plan pursuant to Section 409, 502(i), 502(l), 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code; no proceedings have been instituted to terminate any Plan within the last fiscal year; using actuarial assumptions and computation methods consistent with subpart 1 of subtitle E of Title IV of ERISA, to the knowledge of Company, Company and its Subsidiaries and ERISA Affiliates would not have any liability to any Plans which are Multiemployer Plans in the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Multiemployer Plan ending prior to the Initial Funding Date; no Lien imposed under the Code or ERISA on the assets of Company or any of its Subsidiaries or any ERISA Affiliate exists or is likely to arise on account of any Plan; Company and its Subsidiaries and ERISA Affiliates have made all contributions to each Plan within the time required by law or by the terms of such Plan; and Company and its Subsidiaries and ERISA Affiliates do not maintain or contribute to any employee welfare benefit plan (as defined in Section 3(1) of ERISA and subject to ERISA) which provides benefits to retired employees (other than as required by Section 601 et seq. of ERISA) or any employee pension benefit plan (as defined in Section 3(2) of ERISA and subject to ERISA) the obligations with respect to either of which would reasonably be expected to have a Material Adverse Effect.

Compliance with ERISA. Except as, in the aggregate, would not reasonably be expected to have a Material Adverse Effect: each Plan has been operated and administered in a manner so as not to result in any liability of Company for failure to comply with the applicable provisions of applicable law, including ERISA and the Code; no Termination Event has occurred with respect to a Plan; to the knowledge of Company, no Multiemployer Plan is insolvent or in reorganization; no Plan has an accumulated or waived funding deficiency or has applied for an extension of any amortization period within the meaning of Section 412 of the Code; Company and its Subsidiaries or any ERISA Affiliates have not incurred any liability to or on account of a Plan pursuant to Section 409, 502(i), 502(l), 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code; no proceedings have been instituted to terminate any Plan within the last fiscal year; using actuarial assumptions and computation methods consistent with subpart 1 of subtitle E of Title IV of ERISA, to the knowledge of Company, Company and its Subsidiaries and ERISA Affiliates would not have any liability to any Plans which are Multiemployer Plans in the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Multiemployer Plan ending prior to the Initial Funding Datedate of any Credit Event; no Lien imposed under the Code or ERISA on the assets of Company or any of its Subsidiaries or any ERISA Affiliate exists or is likely to arise on account of any Plan; Company and its Subsidiaries and ERISA Affiliates have made all contributions to each Plan within the time required by law or by the terms of such Plan; and Company and its Subsidiaries and ERISA Affiliates do not maintain or contribute to any employee welfare benefit plan (as defined in Section 3(1) of ERISA and subject to ERISA) which provides benefits to retired employees (other than as required by Section 601 et seq. of ERISA) or any employee pension benefit plan (as defined in Section 3(2) of ERISA and subject to ERISA) the obligations with respect to either of which would reasonably be expected to have a Material Adverse Effect.

Compliance with ERISA. Except asEach Loan Party is in compliance in all material respects with all applicable provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”), as amended, and the regulations and published interpretations thereunder. Neither a Reportable Event as set forth in Section 4043 of ERISA or the aggregateregulations 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 and is continuing with respect to any employee benefit plan (other than a multiemployer pension plan as defined under Sections 3(37) or 4001(a)(3) of ERISA or a “Txxx Xxxxxxx” employee welfare benefit plan established, maintained, or to which contributions have been made by such Loan Party or any trade or business (whether or not incorporated) which together with such Loan Party would not reasonably be expected 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 notice of intent to have terminate a Material Adverse Effect: each Plan has been operated and administered in a manner so as not filed nor has any Plan been terminated which is subject to result in any liability Title IV of Company for failure to comply with the applicable provisions of applicable law, including ERISA and the CodeERISA; no Termination Event has occurred with respect circumstances exist that constitute grounds under Section 4042 of ERISA entitling the Pension Benefit Guaranty Corporation (“PBGC”) to institute proceedings to terminate, or appoint a trustee to administer a Plan, nor has the PBGC instituted any such proceedings; to the knowledge of Company, no Multiemployer Plan is insolvent or in reorganization; no Plan has an accumulated or waived funding deficiency or has applied for an extension of neither any amortization period within the meaning of Section 412 of the Code; Company and its Subsidiaries or Loan Party nor any ERISA Affiliates have not incurred any liability to Affiliate has completely or on account of a Plan pursuant to partially withdrawn under Section 409, 502(i), 502(l), 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or from any Plan described in Section 4971 or 4975 4001(a)(3) of ERISA which covers any employees of the Code; no proceedings have been instituted to terminate any Plan within the last fiscal year; using actuarial assumptions and computation methods consistent with subpart 1 of subtitle E of Title IV of ERISA, to the knowledge of Company, Company and its Subsidiaries and ERISA Affiliates would not have any liability to any Plans which are Multiemployer Plans in the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Multiemployer Plan ending prior to the Initial Funding Date; no Lien imposed under the Code or ERISA on the assets of Company or any of its Subsidiaries Loan Parties or any ERISA Affiliate exists (“Multi-employer Plan”); each Loan Party 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 is likely to arise exceeds the present value of all vested benefits under or all claims reasonably anticipated against each Plan, as determined on account 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 for calculating the potential liability of any Loan Party or any ERISA Affiliate under any Plan; Company neither any Loan Party nor any ERISA Affiliate has incurred any liability to the PBGC (except payment of premiums, which is current) under ERISA. Each Loan Party, each ERISA Affiliate and its Subsidiaries and ERISA Affiliates have made all contributions to each Plan within the time required by law or by the terms of such Plan; and Company and its Subsidiaries and ERISA Affiliates do not maintain or contribute to any employee welfare benefit group health plan (as defined in ERISA Section 3(1733) sponsored by the Loan Parties and each ERISA Affiliate, or in which any Loan Party or any ERISA Affiliate is a participating employer, are in compliance with, have satisfied and continue to satisfy (to the extent applicable) all requirements for continuation of ERISA group health coverage under Section 4980B of the Internal Revenue Code and subject to ERISA) which provides benefits to retired employees (other than as required by Section Sections 601 et seq. of ERISA) or any employee pension benefit plan (as defined , and are in Section 3(2) compliance with, have satisfied and continue to satisfy Part 7 of ERISA and subject all corresponding and similar state laws relating to ERISA) the obligations with respect to either portability, access and renewability of which would reasonably be expected to have a Material Adverse Effectgroup health benefits and other requirements included in Part 7.

Compliance with ERISA. Except asEach Borrower represents and warrants that such Borrower is in compliance in all material respects with all applicable provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"), as amended, and the regulations and published interpretations thereunder. Neither a Reportable Event as set forth in Section 4043 of ERISA or the aggregateregulations 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 and is continuing with respect to any employee benefit or other plan established, maintained, or to which contributions have been made by such Borrower or any trade or business (whether or not incorporated) which together with such Borrower would not reasonably be expected treated as a single employer under Section 4001 of ERISA ("ERISA Affiliate") for its employees which is covered by Title IV of ERISA ("Plan"); no notice of intent to have terminate a Material Adverse Effect: each Plan has been operated and administered in a manner so as not to result in filed nor has any liability of Company for failure to comply with the applicable provisions of applicable law, including ERISA and the CodePlan been terminated; no Termination Event has occurred with respect circumstances exist that constitute grounds under Section 4042 of ERISA entitling the Pension Benefit Guaranty Corporation ("PBGC") to institute proceedings to terminate, or appoint a trustee to administrate a Plan, nor has the PBGC instituted any such proceedings; to the knowledge of Company, no Multiemployer Plan is insolvent or in reorganization; no Plan has an accumulated or waived funding deficiency or has applied for an extension of any amortization period within the meaning of Section 412 of the Code; Company and its Subsidiaries or neither such Borrower nor any ERISA Affiliates have not incurred any liability to Affiliate has completely or on account of a Plan pursuant to partially withdrawn under Section 409, 502(i), 502(l), 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA from any Plan described in Section 4001(a)(3) of ERISA which covers employees of such Borrower or Section 4971 or 4975 any ERISA Affiliate ("Multi-employer Plan"); and such Borrower 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 exceeds the present value of all vested benefits under each Plan, as determined on the most recent valuation date of the Code; no proceedings have been instituted Plan and in accordance with the provisions of ERISA and the regulations thereunder for calculating the potential liability of such Borrower or any ERISA Affiliate to terminate any the PBGC or the Plan within the last fiscal year; using actuarial assumptions and computation methods consistent with subpart 1 of subtitle E of under Title IV of ERISA, to the knowledge of Company, Company ; and its Subsidiaries and neither such Borrower nor any ERISA Affiliates would not have Affiliate has incurred any liability to any Plans which are Multiemployer Plans in the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Multiemployer Plan ending prior to the Initial Funding Date; no Lien imposed PBGC under the Code or ERISA on the assets of Company or any of its Subsidiaries or any ERISA Affiliate exists or is likely to arise on account of any Plan; Company and its Subsidiaries and ERISA Affiliates have made all contributions to each Plan within the time required by law or by the terms of such Plan; and Company and its Subsidiaries and ERISA Affiliates do not maintain or contribute to any employee welfare benefit plan (as defined in Section 3(1) of ERISA and subject to ERISA) which provides benefits to retired employees (other than as required by Section 601 et seq. of ERISA) or any employee pension benefit plan (as defined in Section 3(2) of ERISA and subject to ERISA) the obligations with respect to either of which would reasonably be expected to have a Material Adverse Effect.

Compliance with ERISA. Except as, in the aggregate, would not reasonably be expected to have a Material Adverse Effect: , each Plan has been operated and administered in a manner so as not to result in any liability of Company any Borrower for failure to comply with the applicable provisions of applicable law, including ERISA and the Code; no Termination Event has occurred with respect to a Plan; to the best knowledge of Companyeach Borrower, no Multiemployer Plan is insolvent or in reorganization; no Plan has an accumulated or waived funding deficiency or has applied for an extension of any amortization period within the meaning of Section 412 of the Code; Company Borrowers and its their Subsidiaries or any ERISA Affiliates have not incurred any liability to or on account of a Plan pursuant to Section 409, 502(i), 502(l), 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code; no proceedings have been instituted to terminate any Plan within the last fiscal year; using actuarial assumptions and computation methods consistent with subpart 1 of subtitle E of Title IV of ERISA, to the best knowledge of CompanyBorrowers, Company Borrowers and its their Subsidiaries and ERISA Affiliates would not have any liability to any Plans which are Multiemployer Plans in the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Multiemployer Plan ending prior to the Initial Funding Datedate of any Credit Event; no Lien imposed under the Code or ERISA on the assets of Company Borrowers or any of its their Subsidiaries or any ERISA Affiliate exists or is likely to arise on account of any Plan; Company Borrowers and its their Subsidiaries and ERISA Affiliates have made all contributions to each Plan within the time required by law or by the terms of such Plan; and Company Borrowers and its their Subsidiaries and ERISA Affiliates do not maintain or contribute to any employee welfare benefit plan (as defined in Section 3(1) of ERISA and subject to ERISA) which provides benefits to retired employees (other than as required by Section 601 et seq. of ERISA) or any employee pension benefit plan (as defined in Section 3(2) of ERISA and subject to ERISA) the obligations with respect to either of which would reasonably be expected to have a Material Adverse Effect.

Compliance with ERISA. Except as, (a) The Company and each ERISA Affiliate have operated and administered each Plan in the aggregate, would compliance with all applicable laws except for such instances of noncompliance as have not resulted in and could not reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any ERISA Affiliate has incurred any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans (as defined in Section 3 of ERISA), and no event, transaction or condition has occurred or exists that could reasonably be expected to result in the incurrence of any such liability by the Company or any ERISA Affiliate, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate, in either case pursuant to Title I or IV of ERISA or to such penalty or excise tax provisions or to Section 401(a)(29) or 412 of the Code, other than such liabilities or Liens as would not be individually or in the aggregate Material. (b) The present value of the aggregate accrued benefits under each of the Plans that are subject to Title IV of ERISA (other than Multiemployer Plans), determined as of the valuation date for the most recently ended plan year on the basis of the actuarial assumptions specified for funding purposes in such Plan’s most recent actuarial valuation report, did not exceed the aggregate current value of the assets of such Plan allocable to such benefits (i) in the case of any single Plan, by an amount which, if said amount were immediately contributed to the Plan, could have a Material Adverse Effect: each Plan has been operated , and administered (ii) in a manner so as not to result in any liability the case of Company for failure to comply with the applicable provisions of applicable lawall said Plans, including ERISA and the Code; no Termination Event has occurred with respect to a Plan; by an amount which, if said amount were immediately contributed to the knowledge of CompanyPlans, no Multiemployer Plan is insolvent or in reorganization; no Plan has an accumulated or waived funding deficiency or has applied for an extension of any amortization period within the meaning of Section 412 of the Code; Company and its Subsidiaries or any ERISA Affiliates have not incurred any liability to or on account of a Plan pursuant to Section 409, 502(i), 502(l), 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code; no proceedings have been instituted to terminate any Plan within the last fiscal year; using actuarial assumptions and computation methods consistent with subpart 1 of subtitle E of Title IV of ERISA, to the knowledge of Company, Company and its Subsidiaries and ERISA Affiliates would not have any liability to any Plans which are Multiemployer Plans in the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Multiemployer Plan ending prior to the Initial Funding Date; no Lien imposed under the Code or ERISA on the assets of Company or any of its Subsidiaries or any ERISA Affiliate exists or is likely to arise on account of any Plan; Company and its Subsidiaries and ERISA Affiliates have made all contributions to each Plan within the time required by law or by the terms of such Plan; and Company and its Subsidiaries and ERISA Affiliates do not maintain or contribute to any employee welfare benefit plan (as defined in Section 3(1) of ERISA and subject to ERISA) which provides benefits to retired employees (other than as required by Section 601 et seq. of ERISA) or any employee pension benefit plan (as defined in Section 3(2) of ERISA and subject to ERISA) the obligations with respect to either of which would reasonably be expected to could have a Material Adverse Effect. (c) The Company and its ERISA Affiliates have not incurred withdrawal liabilities (and are not subject to contingent withdrawal liabilities) under Section 4201 or 4204 of ERISA in respect of Multiemployer Plans that individually or in the aggregate are Material. (d) The expected obligation for postretirement benefits other than pensions (determined as of the last day of the Company’s most recently ended fiscal year in accordance with Financial Accounting Standards Board Statement No. 106, without regard to liabilities attributable to continuation coverage mandated by Section 4980B of the Code and after taking into account any governmental reimbursements) of the Company and its Subsidiaries is not Material. (e) The execution and delivery of this Agreement and the issuance and sale of the Letter of Credit Linked Notes and the Term Notes will not involve any transaction that is subject to the prohibitions of Section 406 of ERISA or in connection with which a tax could be imposed pursuant to Section 4975(c)(1)(A)-(D) of the Code. The representations by the Company in the first sentence of this Section 5.12(e) are made in reliance upon and subject to the accuracy of each Lender’s representations in Section 10.10(b) as to the sources of the funds used to pay the purchase price of its Participation under this Agreement.

Compliance with ERISA. Except as, (a) Each Plan is in the aggregate, would not reasonably be expected to have a Material Adverse Effect: each Plan has been operated and administered compliance in a manner so as not to result in any liability of Company for failure to comply all material respects with the applicable provisions of applicable law, including ERISA and the Code; no Termination Reportable Event has occurred with respect to a Plan; to the knowledge of Companythe Borrower, no Multiemployer Plan is insolvent or in reorganization; no Plan has an Unfunded Current Liability which, when added to the aggregate amount of Unfunded Current Liabilities with respect to all other Plans, exceeds $100,000,000; no Plan has an accumulated or waived funding deficiency deficiency, or has applied for an extension of any amortization period within the meaning of Section 412 of the Code; Company and neither the Borrower nor any of its respective Subsidiaries or nor any ERISA Affiliates have not Affiliate has incurred any liability to or on account of a Plan and/or a Multiemployer Plan pursuant to Section 409, 502(i), 502(l)515, 4062, 4063, 4064, 4069, 4201 4201, 4204 or 4204 4212 of ERISA or Section 4971 or 4975 in excess of $10,000,000 in the Codeaggregate for all such liabilities; no proceedings have been instituted to terminate or appoint a trustee to administer any Plan; no action, suit, proceeding, hearing, audit or investigation with respect to the administration, operation or investment of assets of any Plan within (other than routine claims for benefits) is pending, expected or threatened in writing; no condition exists which presents a risk to the last fiscal yearBorrower or any of its Subsidiaries or any ERISA Affiliate of incurring a material liability to or on account of a Plan and/or a Multiemployer Plan pursuant to the foregoing provisions of ERISA and the Code; using actuarial assumptions and computation methods consistent with subpart Part 1 of subtitle E of Title IV of ERISA, to the knowledge aggregate liabilities of Companythe Borrower, Company and its Subsidiaries and its ERISA Affiliates would not have any liability to any Plans which are all Multiemployer Plans in the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Multiemployer Plan ending ended prior to the Initial Funding Date; no Lien imposed under date of the Code or ERISA on the assets of Company or any of its Subsidiaries or any ERISA Affiliate exists or is likely to arise on account of any Plan; Company and its Subsidiaries and ERISA Affiliates have made all contributions to each Plan within the time required by law or by the terms of such Plan; and Company and its Subsidiaries and ERISA Affiliates do most recent Credit Event, could not maintain or contribute to any employee welfare benefit plan (as defined in Section 3(1) of ERISA and subject to ERISA) which provides benefits to retired employees (other than as required by Section 601 et seq. of ERISA) or any employee pension benefit plan (as defined in Section 3(2) of ERISA and subject to ERISA) the obligations with respect to either of which would reasonably be expected to have a Material Adverse Effect. (b) Each Foreign Pension Plan has been maintained in compliance in all material respects with its terms and with the requirements of any and all applicable laws, statutes, rules, regulations and orders and has been maintained, where required, in good standing with applicable regulatory authorities. Neither the Borrower nor any of its Subsidiaries has incurred any obligation in connection with the termination of or withdrawal from any Foreign Pension Plan. The present value of the accrued benefit liabilities (whether or not vested) under each Foreign Pension Plan, determined as of the end of the Borrower’s most recently ended fiscal year on the basis of actuarial assumptions, each of which is reasonable, did not exceed the current value of the assets of such Foreign Pension Plan allocable to such benefit liabilities.

Compliance with ERISA. Except as(a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, in the aggregateInternal Revenue Code and other Federal or state Laws. Each Plan that is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the IRS or an application for such a letter is currently being processed by the IRS with respect thereto and, to the knowledge of the Responsible Officers of the Credit Parties, nothing has occurred which would not prevent, or cause the loss of, such qualification. The Consolidated Parties and each ERISA Affiliate have made all required contributions to each Plan subject to Section 412 of the Internal Revenue Code, and no application for a funding waiver or an extension of any amortization period pursuant to Section 412 of the Internal Revenue Code has been made with respect to any Plan. (b) There are no pending or threatened claims (other than routine claims for benefits), actions or lawsuits, or action by any Governmental Authority, with respect to any Plan that could reasonably be expected to have a Material Adverse Effect: each Plan . No Consolidated Party nor any ERISA Affiliate or any other Person has been operated and administered in a manner so as not to result engaged in any liability prohibited transaction or violation of Company for failure to comply with the applicable provisions of applicable law, including fiduciary responsibility rules under ERISA and or the Code; no Termination Event has occurred Internal Revenue Code with respect to a Plan; to the knowledge of Company, no Multiemployer Plan is insolvent or in reorganization; no Plan has an accumulated or waived funding deficiency or has applied for an extension of any amortization period within the meaning of Section 412 of the Code; Company and its Subsidiaries or any ERISA Affiliates have not incurred any liability to or on account of a Plan pursuant to Section 409, 502(i), 502(l), 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code; no proceedings have been instituted to terminate any Plan within the last fiscal year; using actuarial assumptions and computation methods consistent with subpart 1 of subtitle E of Title IV of ERISA, to the knowledge of Company, Company and its Subsidiaries and ERISA Affiliates would not have any liability to any Plans which are Multiemployer Plans in the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Multiemployer Plan ending prior to the Initial Funding Date; no Lien imposed under the Code that has resulted or ERISA on the assets of Company or any of its Subsidiaries or any ERISA Affiliate exists or is likely to arise on account of any Plan; Company and its Subsidiaries and ERISA Affiliates have made all contributions to each Plan within the time required by law or by the terms of such Plan; and Company and its Subsidiaries and ERISA Affiliates do not maintain or contribute to any employee welfare benefit plan (as defined in Section 3(1) of ERISA and subject to ERISA) which provides benefits to retired employees (other than as required by Section 601 et seq. of ERISA) or any employee pension benefit plan (as defined in Section 3(2) of ERISA and subject to ERISA) the obligations with respect to either of which would could reasonably be expected to have result in a Material Adverse Effect. (c) (i) No ERISA Event has occurred or is reasonably expected to occur; (ii) no Pension Plan has any Unfunded Pension Liability; (iii) no Consolidated Party nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability under Title IV of ERISA with respect to any Pension Plan (other than premiums due and not delinquent under Section 4007 of ERISA); (iv) no Consolidated Party nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Sections 4201 or 4243 of ERISA with respect to a Multiemployer Plan; and (v) no Consolidated Party nor any ERISA Affiliate has engaged in a transaction that could be subject to Sections 4069 or 4212(c) of ERISA.

Compliance with ERISA. Except asAs 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" (as defined in Section 3(2) of ERISA) covered by Title IV of ERISA. As of the aggregatedate of each subsequent Credit Event, would not reasonably be expected to have a Material Adverse Effect: each Plan has been operated and administered is in a manner so as not to result in any liability of Company for failure to comply substantial compliance with the applicable provisions of applicable law, including ERISA and the Code; no Termination Reportable Event has occurred with respect to a Plan; to the knowledge of Company, no Multiemployer Plan is insolvent or in reorganization; no Plan has an accumulated or waived funding deficiency deficiency, has permitted decreases in its funding standard account or has applied for an extension of any amortization period within the meaning of Section 412 of the Code; neither the Company and nor any of its Restricted Subsidiaries or nor any ERISA Affiliates have not Affiliate has incurred or reasonably expects to incur any liability to or on account of a Plan pursuant to Section 409, 502(i), 502(l), 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code; no proceedings have been instituted by the PBGC to terminate any Plan; no condition exists which presents a material risk to the Company, any of its Restricted Subsidiaries or any ERISA Affiliate of incurring a liability to or on account of a Plan within pursuant to ERISA or the last fiscal yearCode; using no lien imposed under the Code or ERISA on the assets of the Company, any of its Restricted Subsidiaries or any ERISA Affiliate exists or is likely to 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), which provides benefits to retired employees (other than as required by Section 601 of ERISA) where, with respect to any of the foregoing representations in this Section 6.12, the liability for or the lien which could arise as a result of, the particular circumstance or event which is the subject of the representation, would be reasonably likely to 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. Using actuarial assumptions and computation methods consistent with subpart 1 of subtitle E of Title IV of ERISA, to the knowledge aggregate liabilities of the Company, Company and its Restricted Subsidiaries and ERISA Affiliates would not have any liability to any all Plans which are "multiemployer plans" (as defined in Section 4001(a)(3) of ERISA) (each a "Multiemployer Plans Plan") in the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Multiemployer Plan ending prior would not be reasonably likely to the Initial Funding Date; no Lien imposed under the Code or ERISA be an amount that could result in a material adverse effect on the assets condition (financial or otherwise), operations, assets, liabilities or prospects of Company or any of its Subsidiaries or any ERISA Affiliate exists or is likely to arise on account of any Plan; the Company and its Restricted Subsidiaries taken as a whole. Notwithstanding anything in this Section 6.12 to the contrary, all representations and ERISA Affiliates have warranties made all contributions to each Plan within the time required by law or by the terms of such Plan; and Company and its Subsidiaries and ERISA Affiliates do not maintain or contribute to any employee welfare benefit plan (as defined in Section 3(1) of ERISA and subject to ERISA) which provides benefits to retired employees (other than as required by Section 601 et seq. of ERISA) or any employee pension benefit plan (as defined in Section 3(2) of ERISA and subject to ERISA) the obligations with respect to either any Plan which is a Multiemployer Plan shall be made to the best knowledge of which would reasonably be expected to have a Material Adverse Effectthe Company.

Compliance with ERISA. Except as, (a) The Company and each ERISA Affiliate have operated and administered each Plan in the aggregate, compliance with all applicable laws except for such instances of noncompliance as have not resulted in and would not reasonably be expected to have result in a Material Adverse Effect: each Plan . Neither the Company nor any ERISA Affiliate has been operated incurred any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans (as defined in section 3 of ERISA), and administered in a manner so as not no event, transaction or condition has occurred or exists that would reasonably be expected to result in the incurrence of any such liability by the Company or any ERISA Affiliate, or in the imposition of any Lien on any of the rights, properties or assets of the Company for failure or any ERISA Affiliate, in either case pursuant to comply with Title I or IV of ERISA or to such penalty or excise tax provisions, or to Code section 401(a)(29) or 412, as augmented by Code sections 436 and 430, respectively, effective January 1, 2008, other than such liabilities or Liens as would not be individually or in the applicable provisions aggregate Material. (b) None of applicable law, including ERISA and the Code; no Termination Event has occurred with respect to a Plan; Plans that are subject to the knowledge minimum funding requirements of Companysection 412 of the Code or section 302 of ERISA, no Multiemployer Plan is insolvent nor any trust established thereunder, have incurred any “accumulated funding deficiency” or “liquidity shortfall” (as those terms are defined in reorganization; no Plan has an accumulated section 302 of ERISA or waived funding deficiency or has applied for an extension of any amortization period within the meaning of Section section 412 of the Code; ), whether or not waived. (c) The Company and its Subsidiaries or any ERISA Affiliates have not incurred any liability withdrawal liabilities (and are not subject to or on account of a Plan pursuant to Section 409, 502(i), 502(l), 4062, 4063, 4064, 4069, contingent withdrawal liabilities) under section 4201 or 4204 of ERISA in respect of Multiemployer Plans that individually or Section 4971 or 4975 in the aggregate are Material. (d) The postretirement benefit obligations (determined as of the last day of the Company’s most recently ended fiscal year in accordance with Financial Accounting Standards Board Statement No. 106, without regard to liabilities attributable to continuation coverage mandated by section 4980B of the Code; no proceedings have been instituted to terminate any Plan within ) of the last fiscal year; using actuarial assumptions and computation methods consistent with subpart 1 of subtitle E of Title IV of ERISA, to the knowledge of Company, Company and its Subsidiaries have been determined in accordance with GAAP and are reflected in footnote 8 of the Company’s audited financial statements for its most recently ended fiscal year. (e) The execution and delivery of this Agreement and the issuance and sale of the Notes hereunder will not involve any transaction that is subject to the prohibitions of section 406 of ERISA Affiliates would not have any liability or in connection with which a tax could be imposed pursuant to any Plans which are Multiemployer Plans section 4975(c)(1)(A)–(D) of the Code. The representation by the Company to each Purchaser in the event first sentence of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Multiemployer Plan ending prior to the Initial Funding Date; no Lien imposed under the Code or ERISA on the assets of Company or any of its Subsidiaries or any ERISA Affiliate exists or this Section 5.12(e) is likely to arise on account of any Plan; Company and its Subsidiaries and ERISA Affiliates have made all contributions to each Plan within the time required by law or by the terms of such Plan; and Company and its Subsidiaries and ERISA Affiliates do not maintain or contribute to any employee welfare benefit plan (as defined in Section 3(1) of ERISA reliance upon and subject to ERISA) which provides benefits to retired employees (other than as required by Section 601 et seq. the accuracy of ERISA) or any employee pension benefit plan (as defined such Purchaser’s representation in Section 3(2) 6.2 as to the sources of ERISA and subject the funds used to ERISA) pay the obligations with respect purchase price of the Notes to either of which would reasonably be expected to have a Material Adverse Effectpurchased by such Purchaser.

Compliance with ERISA. Set forth in Schedule 4.20 is a true and complete list, as of the date hereof of all bonus, deferred compensation, incentive compensation, stock purchase, stock option, employment, consulting, severance or termination pay, hospitalization or other medical, life or other insurance, or retirement plan, program, agreement or arrangement, and each other Plan or Multiemployer Plan maintained or contributed to by any Person with respect to employees of the Company or its ERISA Affiliates (other than a plan, program, agreement or arrangement sponsored by a Governmental Body). Except asas set forth on Schedule 4.20: (a) no Pension Plan which is subject to Part 3 of Subtitle B of Title 1 of ERISA or Section 412 of the Code has or had an accumulated funding deficiency (as such term is defined in Section 302 of ERISA or Section 412 of the Code), whether or not waived; (b) no liability to the PBGC (other than required insurance premiums, of which all that are required to have been paid on or before the Closing Date have been paid) has been incurred and is outstanding with respect to any Pension Plan, and there has not been any Reportable Event, or any other event or condition, which presents a risk of involuntary termination of any Pension Plan by the PBGC; (c) neither the Company, any ERISA Affiliate, any Subsidiary of the Company, any Multiemployer Plan or Plan nor any trust created thereunder, nor any trustee or administrator thereof, has engaged in a prohibited transaction (as such term is defined in Section 4975 of the aggregateCode or described in Section 406 of ERISA) that could subject the Company to any material tax or penalty imposed under said Section 4975 or Section 502(i) of ERISA; (d) no liability has been incurred and is outstanding with respect to any Multiemployer Plan as a result of the complete or partial withdrawal by the Company or any of its Subsidiaries or ERISA Affiliates from such Multiemployer Plan under Title IV of ERISA, would not nor has any of the Company or any of its Subsidiaries or ERISA Affiliates been notified by any Multiemployer Plan that such Multiemployer Plan is currently in reorganization or insolvency under and within the meaning of Section 4241 or 4245 of ERISA or that such Multiemployer Plan intends to terminate or has been terminated under Section 4041A of ERISA; no Multiemployer Plan is reasonably expected to be in reorganization or to be terminated where such reorganization or termination has or could reasonably be expected to have a Material Adverse Effect: each Plan has been operated ; (e) the Company, its Subsidiaries, ERISA Affiliates, and administered all Plans and Multiemployer Plans are in a manner so as not to result compliance in any liability all material respects with all applicable provisions of Company for failure to comply ERISA and the Code and with the applicable law and administrative requirements of any relevant jurisdiction and the regulations and published interpretations thereunder, including the provisions of applicable law, including ERISA and the Code requiring continuation coverage under Plans which are group health plans subject to the Consolidated Omnibus Budget Reconciliation Act of 1985 or similar law; (f) the actuarial present value of all benefit liabilities (as defined in Section 4001(a)(16) of ERISA) under each Pension Plan that is subject to Title IV of ERISA does not exceed the fair market value of the assets allocable to such liabilities, determined as if such Plan were terminated as of the Closing Date, and by using such Plan's actuarial assumptions as set forth in the most recent actuarial report pertaining to such Plan; (g) no Multiemployer Plan has any unfunded vested benefits within the meaning of Section 4213(c) of ERISA; (h) neither the Company, any ERISA Affiliate or any Subsidiary of the Company has failed to make any contribution or payment to any Pension Plan, or made any amendment to any Pension Plan, which has resulted or could result in the imposition of a Lien or the posting of a bond or other security under ERISA or the Code; ; (i) no Termination Event event has occurred with respect to a Plan; to the knowledge of Company, no Multiemployer Plan is insolvent or in reorganization; no Plan has an accumulated or waived funding deficiency or has applied for an extension of any amortization period within the meaning of Section 412 of the Code; Company and its Subsidiaries or any ERISA Affiliates have not incurred any liability to or on account of a Plan pursuant to Section 409, 502(i), 502(l), 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code; no proceedings have been instituted to terminate any Plan within the last fiscal year; using actuarial assumptions and computation methods consistent or with subpart 1 of subtitle E of Title IV of ERISA, to the knowledge of Company, Company and its Subsidiaries and ERISA Affiliates would not have any liability respect to any Plans which are Multiemployer Plans in the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Multiemployer Plan ending prior to the Initial Funding Date; no Lien imposed under the Code or ERISA on the assets of Company or any of its Subsidiaries or any ERISA Affiliate exists or is likely to arise on account of any Plan; Company and its Subsidiaries and ERISA Affiliates have made all contributions to each Plan within the time required by law or by the terms of such Plan; and Company and its Subsidiaries and ERISA Affiliates do not maintain or contribute to any other employee welfare benefit plan (as defined in Section 3(1) of ERISA and subject to ERISA) which provides benefits to retired employees (other than as required by Section 601 et seq. of ERISA) or any employee pension benefit plan (as defined in Section 3(2) of ERISA and subject to ERISA) established or maintained at any time during the obligations five-year period immediately preceding the Closing Date for the benefit of employees of the Company, or any of its Subsidiaries or ERISA Affiliates, which presents a risk of liability of any of such Persons under Section 4069 of ERISA; (j) there are no liabilities under the Plans that are employee welfare benefit plans (as defined in Section 3(1) of ERISA) providing for medical, health or life insurance benefits that are not fully insured, and no such Plan provides for continued medical, health or life benefits for employees after they leave the employment of the Company or any of its Subsidiaries or ERISA Affiliates (other than any such welfare benefits required to be provided under the Consolidated Omnibus Budget Reconciliation Act of 1985 or other similar law); (k) none of the Company, its Subsidiaries, and ERISA Affiliates is a party in interest (as defined in Section 3(14) of ERISA) with respect to either any employee benefit plan (as defined in Section 3(3) of ERISA), other than the Plans; (l) none of the Company, its Subsidiaries, and ERISA Affiliates has breached or violated any of the responsibilities, obligations or duties imposed upon any of such Persons by the Code or ERISA or any other statute, regulation, or governmental order which would breach or violation has given rise, or is reasonably likely to give rise in the future to, any material liability or obligation of the Company or its Subsidiaries to pay money; (m) there are no actions, suits or claims, pending, asserted or, to the best knowledge of the Company, threatened against any Plan, the Company, an ERISA Affiliate, a Subsidiary of the Company, or any Person for which the Company may be directly or indirectly liable through indemnification arrangement or otherwise, other than routine claims for benefits; (n) all required reports and descriptions of the Plans of the Company or its Subsidiaries or ERISA Affiliates (including but not limited to Form 5500 Annual Reports, Summary Annual Reports and Summary Plan Descriptions) have been timely filed and distributed, and any notices required by ERISA or the Code or the law of any other applicable jurisdiction or any ruling or regulation of any administrative agency of any applicable jurisdiction with respect to such Plans, including but not limited to any notices required by Section 204(h) or Section 606 of ERISA or Section 4980B of the Code, have been appropriately given. With respect to the Plans of any such Subsidiaries or ERISA Affiliates, any notices required by Section 204(h) or Section 606 of ERISA or Section 4980B of the Code have been appropriately given; and (o) no proceeding has been instituted or is reasonably expected to have be instituted under Section 515 of ERISA to collect delinquent contributions to a Material Adverse EffectPlan.

Compliance with ERISA. Except as, in the aggregate, would not reasonably be expected to have a Material Adverse Effect: Part A of Schedule IV sets forth each --------------------- Plan and each Multiemployer Plan; each Plan has been operated (and administered each related trust, insurance contract or fund) is in a manner so as not to result in any liability of Company for failure to comply substantial compliance with the its terms and with all applicable provisions of applicable lawlaws, including without limitation ERISA and the Code; no Termination Event each Plan (and each related trust, if any) which is intended to be qualified under Section 401(a) of the Code has occurred 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; except as described in item (i) set forth on Part B of Schedule IV, all contributions required to be made with respect to a Plan; to Plan have been timely made by the knowledge of Company, no Multiemployer Plan is insolvent or in reorganization; no Plan has an accumulated or waived funding deficiency or has applied for an extension of any amortization period within the meaning of Section 412 Borrower and each Subsidiary of the CodeBorrower; Company and its Subsidiaries or neither the Borrower nor any ERISA Affiliates have not Subsidiary of the Borrower has incurred any material liability (including any indirect, contingent or secondary liability) to or on account of a Plan pursuant to Section 409, 502(i), ) or 502(l), 4062, 4063, 4064, 4069, 4201 or 4204 ) of ERISA or Section 4971 4975 of the Code or 4975 expects to incur any such liability under any of the foregoing sections with respect to any Plan; no condition exists which presents a material risk to the Borrower or any Subsidiary of the Borrower or any ERISA Affiliate of incurring a material liability to or on account of a Plan pursuant to the foregoing provisions of ERISA and the Code; no action, suit, proceeding or hearing with respect to the administration, operation or the investment of assets of any Plan (other than routine claims for benefits) is pending, expected or, to the best knowledge of the Borrower threatened; each group health plan (as defined in Section 607(1) of ERISA or Section 4980B(g)(2) of the Code) maintained by the Borrower or any Subsidiary 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 material compliance with the provisions of Part 6 of subtitle B of Title I of ERISA and Section 4980B of the Code; no proceedings have been instituted to terminate any Plan within the last fiscal year; using actuarial assumptions and computation methods consistent with subpart 1 of subtitle E of Title IV of ERISA, to the knowledge of Company, Company and its Subsidiaries and ERISA Affiliates would not have any liability to any Plans which are Multiemployer Plans in the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Multiemployer Plan ending prior to the Initial Funding Date; no Lien lien imposed under the Code or ERISA on the assets of Company the Borrower or any Subsidiary of its Subsidiaries the Borrower or any ERISA Affiliate exists or is likely to arise on account of any Plan; Company and, except as described in item (ii) set forth on Part B of Schedule IV, the Borrower and its Subsidiaries and ERISA Affiliates have made all may cease contributions to each Plan within the time required by law or by the terms of such Plan; and Company and its Subsidiaries and ERISA Affiliates do not maintain or contribute to terminate any employee welfare benefit plan (as defined in Section 3(1) maintained by any of ERISA and subject to ERISA) which provides benefits to retired employees (other than as required by Section 601 et seq. of ERISA) or them without incurring any employee pension benefit plan (as defined in Section 3(2) of ERISA and subject to ERISA) the obligations with respect to either of which would reasonably be expected to have a Material Adverse Effectmaterial liability.

Compliance with ERISA. Except asThe Company has provided or made available to each Purchaser, in the aggregate, would not reasonably be expected to have a Material Adverse Effect: each Plan has been operated and administered in a manner so as not to result in any liability of Company for failure to comply with the applicable provisions of applicable law, including ERISA and the Code; no Termination Event has occurred with respect to a Plan; to the knowledge of Company, no Multiemployer Plan is insolvent or in reorganization; no Plan has an accumulated or waived funding deficiency or has applied for an extension caused to be provided to each Purchaser (i) current, accurate and complete copies of any amortization period all documents embodying or relating to each employee benefit plan (within the meaning of Section 3(3) of ERISA) and each Employee Agreement, including all amendments thereto, and trust or funding agreements with respect thereto (excluding any grantor trusts established to hold assets subject to the claims of Seller's creditors) maintained or contributed to by and Credit Party or any ERISA Affiliate; and (ii) all summary plan descriptions and communications of any material modifications to any employee or employees relating to any employee benefit plan (within the meaning of Section 3(3) of ERISA) or Employee Agreement maintained by any Credit Party or any ERISA Affiliate. Schedule 4.11 sets forth a complete and correct list of all employee benefit plans and Employee Agreements described in clause (i) above. Each employee benefit plan (within the meaning of Section 3(3) of ERISA) maintained or contributed to by any Credit Party or any ERISA Affiliate has been established and operated in accordance with terms thereof and all other applicable laws, including, but not limited to the Code and ERISA. Neither any Credit Party nor any ERISA Affiliate presently sponsors, maintains, contributes to, or is required to contribute to, nor has any Credit Party nor any ERISA Affiliate ever sponsored, maintained, contributed to, or been required to contribute to, an "employee pension benefit plan" (within the meaning of Section 3(2) of ERISA) which is subject to Title IV of ERISA or Section 412 of the Code; Company and its Subsidiaries or . Neither any ERISA Affiliates have not incurred any liability to or on account of a Plan pursuant to Section 409, 502(i), 502(l), 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code; no proceedings have been instituted to terminate any Plan within the last fiscal year; using actuarial assumptions and computation methods consistent with subpart 1 of subtitle E of Title IV of ERISA, to the knowledge of Company, Company and its Subsidiaries and ERISA Affiliates would not have any liability to any Plans which are Multiemployer Plans in the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Multiemployer Plan ending prior to the Initial Funding Date; no Lien imposed under the Code or ERISA on the assets of Company or any of its Subsidiaries or Credit Party nor any ERISA Affiliate exists has ever maintained or is likely contributed to arise on account of any Plan; Company and its Subsidiaries and ERISA Affiliates have made all contributions or been required to each Plan within the time required by law or by the terms of such Plan; and Company and its Subsidiaries and ERISA Affiliates do not maintain or contribute to any employee welfare benefit benefits plan (as defined in within the meaning of Section 3(1) of ERISA and subject to ERISA) which provides for post-retirement medical or other welfare-type benefits and has no liability for any such benefits to retired employees (other than as required by Section 601 et seq. of ERISA) any present or any employee pension benefit plan (as defined in Section 3(2) of ERISA and subject to ERISA) the obligations with respect to either of which would reasonably be expected to have a Material Adverse Effectformer employee.

Compliance with ERISA. Except as, in (a) The Company and each of the aggregate, would not reasonably be expected to ERISA Affiliates have a Material Adverse Effect: each Plan has been operated and administered each ERISA Plan in a manner so as not to result in any liability of Company for failure to comply compliance with its terms and with the applicable provisions of applicable law, including ERISA and all other applicable Requirements of Law. (b) During the Code; immediately preceding five-year period, (i) no Termination Event has occurred or, to the best knowledge of the Company, could reasonably be expected to occur with respect to a any Plan; to the knowledge , (ii) no "ACCUMULATED FUNDING DEFICIENCY" (as such term is defined in Section 302 of Company, no Multiemployer Plan is insolvent or in reorganization; no Plan has an accumulated or waived funding deficiency or has applied for an extension of any amortization period within the meaning of ERISA and Section 412 of the Internal Revenue Code; Company ), whether or not waived, has occurred with respect to any Plan and its Subsidiaries (iii) no Lien in favor of the PBGC or any ERISA Affiliates have not incurred any liability to or on account of a Plan pursuant to Section 409, 502(i), 502(l), 4062, 4063, 4064, 4069, 4201 has arisen or 4204 of ERISA or Section 4971 or 4975 of the Code; no proceedings have been instituted to terminate any Plan within the last fiscal year; using actuarial assumptions and computation methods consistent with subpart 1 of subtitle E of Title IV of ERISA, to the knowledge of Company, Company and its Subsidiaries and ERISA Affiliates would not have any liability to any Plans which are Multiemployer Plans in the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Multiemployer Plan ending prior to the Initial Funding Date; no Lien imposed under the Code or ERISA on the assets of Company or any of its Subsidiaries or any ERISA Affiliate exists or is likely could reasonably be expected to arise on account of any Plan; . (c) Neither the Company and its Subsidiaries and nor any of the ERISA Affiliates have made has incurred any liability pursuant to Title I or IV or ERISA or the penalty or excise tax provisions of the Internal Revenue Code relating to ERISA Plans, and no event, transaction or condition has occurred or exists that could reasonably be expected to result in the incurrence of any such liability by the Company or any such ERISA Affiliate, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any such ERISA Affiliate, in either case pursuant to Title I or IV of ERISA, such penalty or excise tax provisions or Section 401(a)(29) or 412 of the Internal Revenue Code. (d) Neither the Company nor any of the ERISA Affiliates (i) has incurred or, to the best knowledge of the Company, could reasonably be expected to incur any Withdrawal Liability in respect of any Multiemployer Plan or any Multiple Employer Plan or (ii) would become subject to any Withdrawal Liability if the Company or any such ERISA Affiliate were to withdraw completely from all contributions to Multiemployer Plans and all Multiple Employer Plans as of the most recent valuation date of each Plan such Plan. (e) No prohibited transaction (within the time required by law meaning of Section 406 of the Internal Revenue Code) or by breach of fiduciary responsibility has occurred with respect to any ERISA Plan which has subjected or may subject the terms Company or any of such Plan; and Company and its Subsidiaries and the ERISA Affiliates do not maintain or contribute to any employee welfare benefit plan liability under Section 406, 409, 502(i) or 502(l) of ERISA or Section 4975 of the Internal Revenue Code, or under any agreement or other instrument pursuant to which the Company or any of the ERISA Affiliates has agreed or is required to indemnify any Person against any such liability. (f) The actuarial present value of all "BENEFIT LIABILITIES" (as defined in Section 3(1) 4001 of ERISA and subject to ERISA) which provides benefits under all of the Plans, determined as of the end of each such Plan's most recently completed plan year on the basis of the actuarial assumptions specified for funding purposes in such Plan's most recent actuarial valuation report, whether or not vested, did not exceed the aggregate current value of the assets of all such Plans allocable to retired employees such benefit liabilities by more than $100,000 in the aggregate. (other than as required by g) Neither the Company nor any of the ERISA Affiliates has been notified that any Multiemployer Plan is in reorganization (within the meaning of Section 601 et seq. 4241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA) or any employee pension benefit plan is being terminated (as defined in Section 3(2) within the meaning of ERISA and subject Title IV of ERISA), and, to ERISA) the obligations with respect to either best knowledge of which would the Company, no Multiemployer Plan could reasonably be expected to have be in reorganization, insolvent or terminated. (h) None of the execution and delivery of this Agreement, the issuance and sale of the Notes hereunder or the consummation of any of the transactions contemplated hereby will involve any transaction that is subject to the prohibitions of Section 406 of ERISA or in connection with which a Material Adverse Effecttax could be imposed pursuant to Section 4975 of the Internal Revenue Code. The representation by the Company in the first sentence of this Section 5.13(h) is made in reliance upon, and is subject to the accuracy of, your representation in Section 6.3 as to the sources of the funds used to pay the purchase price of the Notes to be purchased by you.

Compliance with ERISA. Except as, in the aggregate, would not reasonably be expected to have a Material Adverse Effect: , each Plan has been operated and administered in a manner so as not to result in any liability of Company any Borrower for failure to comply with the applicable provisions of applicable law, including ERISA and the Code; no Termination Event has occurred with respect to a Plan; to the best knowledge of Companyeach Borrower, no Multiemployer Plan is insolvent or in reorganization; no Plan has an accumulated or waived funding deficiency or has applied for an extension of any amortization period within the meaning of Section 412 of the Code; Company Borrowers and its their Subsidiaries or any ERISA Affiliates have not incurred any liability to or on account of a Plan pursuant to Section 409, 502(i), 502(l), 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code; no proceedings have been instituted to terminate any Plan within the last fiscal year; using actuarial assumptions and computation methods consistent with subpart 1 of subtitle E of Title IV of ERISA, to the best knowledge of CompanyBorrowers, Company Borrowers and its their Subsidiaries and ERISA Affiliates would not have any liability to any Plans which are Multiemployer Plans in the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Multiemployer Plan ending prior to the Initial Funding Datedate of any Credit Event; no Lien imposed under the Code or ERISA on the assets of Company Borrowers or any of its their Subsidiaries or any ERISA Affiliate exists or is likely to arise on account of any Plan; Company Borrowers and its their Subsidiaries and ERISA Affiliates have made all contributions to each Plan within the time required by law or by the terms of such Plan; and Company Borrowers and its their Subsidiaries and ERISA Affiliates do not maintain or contribute to any employee welfare benefit plan (as defined in Section 3(1) of ERISA and subject to ERISA) which provides benefits to retired employees (other than as required by Section 601 et seq. of ERISA) or any employee pension benefit plan (as defined in Section 3(2) of ERISA and subject to ERISA) the obligations with respect to either of which would reasonably be expected to have a Material Adverse Effect.

Compliance with ERISA. Except as, in the aggregate, would not reasonably be expected to have a Material Adverse Effect: each Each Plan has been operated and administered in a manner so as not to result in any material liability of Company any Borrower for failure to comply with the applicable provisions of applicable law, including ERISA and the Code; no Termination Reportable Event which could reasonably be expected to result in the termination of any Plan has occurred with respect to a Plan; to the best knowledge of Companyeach Borrower, no Multiemployer Plan is insolvent or in reorganization; no Plan has an accumulated or waived funding deficiency or has applied for an extension of any amortization period within the meaning of Section 412 of the Code; Company the Borrowers and its their Subsidiaries or any ERISA Affiliates have not incurred any material liability to or on account of a Plan pursuant to Section 409, 502(i), 502(l), 515, 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code; no proceedings have been instituted to terminate any Plan within the last fiscal year; using actuarial assumptions and computation methods consistent with subpart 1 of subtitle E of Title IV of ERISA, to the best knowledge of CompanyBorrowers, Company the Borrowers and its their Subsidiaries and ERISA Affiliates would not have any material liability to any Plans which are Multiemployer Plans in the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Multiemployer Plan ending prior to the Initial Funding Closing Date; no Lien imposed under the Code or ERISA on the assets of Company the Borrowers or any of its their Subsidiaries or any ERISA Affiliate exists or is likely to arise on account of any Plan; Company and its the Borrowers and their Subsidiaries and ERISA Affiliates have made all contributions to each Plan within the time required by law or by the terms of such Plan; and Company and its Subsidiaries and ERISA Affiliates do not maintain or contribute to any employee welfare benefit plan (as defined in Section 3(1) of ERISA and subject to ERISA) which provides benefits to retired employees (other than as required by Section 601 et seq. of ERISA) or any employee pension benefit plan (as defined in Section 3(2) of ERISA and subject to ERISA) the obligations with respect to either of which would could reasonably be expected to have a Material Adverse Effect.

Compliance with ERISA. As of the Closing Date, no Borrower, MobilePro Subsidiary or Davel Credit Party or any ERISA Affiliate of any Borrower, MobilePro Subsidiary or any Davel Credit Party maintains, contributes to or is required to contribute to any Multiemployer Plan. Except as, to the extent that all events and obligations described in the aggregate, would following sentence of this Section 5.14 could not in the aggregate be reasonably be expected to have a Material Adverse Effect: , each Plan has been operated (and administered each related trust; insurance contract or fund) is in a manner so as not to result in any liability of Company for failure to comply compliance with the its terms and with all applicable provisions of applicable lawlaws, including including, without limitation, ERISA and the Code; neither any Borrower, MobilePro Subsidiary or any Davel Credit Party nor any ERISA Affiliate of any Borrower, MobilePro Subsidiary or any Davel Credit Party has incurred or reasonably expects to incur, and to the knowledge of the Borrowers, no Termination condition exists which presents a material risk to any Borrower, MobilePro Subsidiary or any Davel Credit Party or any ERISA Affiliate of any Borrower, MobilePro Subsidiary or any Davel Credit Party of incurring, any liability, nor has a lien been imposed against the assets of any Borrower, MobilePro Subsidiary or any Davel Credit Party or any ERISA Affiliate of any Borrower, MobilePro Subsidiary or any Davel Credit Party, on account of a Plan or Multiemployer Plan under the Code or ERISA; 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; no Reportable Event has occurred with respect to a Planoccurred; to the knowledge of CompanyMobilePro, no Multiemployer Plan is insolvent or in reorganization; no Plan has an Unfunded Current Liability; no Plan which is subject to section 412 of the Code or Section 302 of ERISA has an accumulated funding deficiency, within the meaning of such Sections of the Code or waived funding deficiency ERISA, or has applied for or received a waiver of an accumulated finding deficiency or an extension of any amortization period period, within the meaning of Section 412 of the Code; Company and its Subsidiaries or any ERISA Affiliates have not incurred any liability to or on account of a Plan pursuant to Section 409, 502(i), 502(l), 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA Code or Section 4971 303 or 4975 304 of the CodeERISA; no proceedings have been instituted to terminate or appoint a trustee to administer any Plan within the last fiscal year; using actuarial assumptions and computation methods consistent with subpart 1 of subtitle E of which is subject to Title IV of ERISA; no action, suit, proceeding, hearing or audit, and to the knowledge of MobilePro, no investigation, with. respect to the administration, operation or the investment of assets of any Plan (other than routine claims for benefits) is pending or, to the knowledge of CompanyMobilePro, Company expected or threatened. To the knowledge of MobilePro, the aggregate liabilities which would be payable in any fiscal year of Borrowers, MobilePro Subsidiary or the Davel Credit Parties and its Subsidiaries and the ERISA Affiliates would not have of any liability Borrower, MobilePro Subsidiary or any Davel Credit Party to any all Plans which are Multiemployer Plans multiemployer plans (as defined in Section 4001(a)(3) of ERISA) in the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Multiemployer Plan ending ended prior to the Initial Funding Date; no Lien imposed under date of the Code or ERISA on the assets of Company most recent Credit Event, would not result in any liability to any Borrower, MobilePro Subsidiary or any of its Subsidiaries Davel Credit Party or any ERISA Affiliate exists or is likely to arise on account of any Plan; Company and its Subsidiaries and ERISA Affiliates have made all contributions to each Plan within the time required by law Borrower, MobilePro Subsidiary or by the terms of such Planany Davel Credit Party; and Company and its Subsidiaries and ERISA Affiliates do not maintain no Borrower, MobilePro Subsidiary or contribute Davel Credit Party maintains or contributes to any (i) employee welfare benefit plan (as defined in Section 3(1) of ERISA and subject to ERISA) which provides benefits to retired employees or other former employees (other than as required by Section 601 et seq. of ERISA) or any employee pension benefit plan (as defined in Section 3(2) of ERISA and subject to ERISA) the obligations with respect to either which as a consequence of any termination or other extraordinary event (other than benefits in the ordinary course) could reasonably be expected to have a Material Adverse Effect or (ii) Plan, the obligations with respect to which would could reasonably be expected to have a Material Adverse Effect.

Compliance with ERISA. Except asas set forth on Schedule 3.16, the Company has made available to the Purchaser true and complete copies of each Employment Agreement and each material Company Benefit Plan, as well as certain related documents, including, but not limited to, (a) the actuarial report for such Company Benefit Plan (if applicable) for each of the last two years, (b) the most recent determination letter from the IRS (if applicable) for such Company Benefit Plan, (c) the two most recent annual reports (Series 5500 and related schedules) required under ERISA (if any), (d) the most recent summary plan descriptions (with all material modifications) and (e) all material communications to any current or former employees of the Company relating to any material Company Benefit Plan or Employment Agreement. Except as would not, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect: (A) each Plan of the Company Benefit Plans has been operated and administered in a manner all material respects in compliance with its terms and all applicable Laws; (B) each of the Company Benefit Plans intended to be “qualified” within the meaning of Section 401(a) of the Code is so as not to result in any liability of Company for failure to comply with the applicable provisions of applicable lawqualified; and (C) there are no pending, including ERISA and the Code; no Termination Event has occurred with respect to a Plan; or to the knowledge of Company, no Multiemployer Plan threatened claims (other than routine claims for benefits) by, on behalf of or against any of the Company Benefit Plans or any trusts related thereto or pursuant to any Employment Agreement. Neither the Company nor any ERISA Affiliate currently sponsors, maintains or contributes to, and is insolvent not required to contribute to, nor has ever sponsored, maintained or in reorganization; no Plan has an accumulated contributed to, and been required to contribute to, or waived funding deficiency or has applied for an extension of incurred any amortization period liability with respect to any “employee benefit plan” (within the meaning of Section 412 3(3) of ERISA) that is subject to Section 302 of the Code; Company and its Subsidiaries Code or any ERISA Affiliates have not incurred any liability to or on account of a Plan pursuant to Section 409, 502(i), 502(l), 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code; no proceedings have been instituted to terminate any Plan within the last fiscal year; using actuarial assumptions and computation methods consistent with subpart 1 of subtitle E of Title IV of ERISA. No non-exempt “prohibited transaction,” within the meaning of Section 4975 of the Code or Section 406 of ERISA, has occurred with respect to any Company Benefit Plan which could, individually or in the aggregate, reasonably be expected to result in a material liability to the Company. No material liability under any Company Benefit Plan has been funded nor has any such obligation been satisfied with the purchase of a contract from an insurance company as to which the Company has received notice that such insurance company is insolvent or is in rehabilitation or any similar proceeding. No Company Benefit Plan is under audit or, to the knowledge of the Company, investigation by, or is the subject of a proceeding with respect to, the IRS, the Department of Labor or the Pension Benefit Guaranty Corporation, and, to the knowledge of the Company, no such audit, investigation or proceeding is threatened. Except as set forth on Schedule 3.16, with respect to each Company Benefit Plan which provides medical benefits, short-term disability benefits or long-term disability benefits (other than any “pension plan” within the meaning of Section 3(2) of ERISA), all claims incurred by the Company under such Company Benefit Plan are either insured pursuant to a contract of insurance whereby the insurance company bears any risk of loss with respect to such claims or covered under a contract with a health maintenance organization pursuant to which such health maintenance organization bears the liability for such claims. Except as set forth on Schedule 3.16 hereto, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (either alone or in conjunction with any other event such as termination of employment) (i) result in, or cause any increase, acceleration or vesting of, any payment, benefit or award under any Company Benefit Plan or Employment Agreement to any director or employee of Company or any of its Subsidiaries, (ii) give rise to any obligation to fund for any such payments, awards or benefits, (iii) give rise to any limitation on the ability of the Company or any of its Subsidiaries and ERISA Affiliates would not have to amend or terminate any liability to Company Benefit Plan, or (iv) result in any Plans which are Multiemployer Plans in payment or benefit that will or may be made by the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Multiemployer Plan ending prior to the Initial Funding Date; no Lien imposed under the Code or ERISA on the assets of Company or any of its Subsidiaries or affiliates that will be characterized as an “excess parachute payment,” within the meaning of Section 280G of the Code. Except as set forth on Schedule 3.16, neither the Company nor any ERISA Affiliate exists or is likely to arise on account of any Plan; Company and its Subsidiaries and or ERISA Affiliates have made all contributions has any liability to each Plan within the time required by law provide any post-retirement or by the terms of such Plan; and Company and its Subsidiaries and ERISA Affiliates do not maintain post-termination life, health, medical or contribute other welfare benefits to any employee welfare benefit plan (as defined current or former employees or beneficiaries or dependents thereof which, individually or in Section 3(1) of ERISA and subject to ERISA) which provides benefits to retired employees (other than the aggregate, is material, except for health continuation coverage as required by Section 601 et seq. 4980B of ERISA) the Code or any employee pension benefit plan (as defined in Section 3(2) Part 6 of Title I of ERISA or applicable state healthcare continuation coverage Laws which, individually or in the aggregate, is at no material expense to the Company and subject to ERISA) the obligations with its Subsidiaries. With respect to either each Company Benefit Plan, there are no understandings, agreements or undertakings that would prevent the Company from amending or terminating such Company Benefit Plan at any time without incurring material liability thereunder other than in respect of which would reasonably be expected accrued obligations and medical or welfare claims incurred prior to have a Material Adverse Effectsuch amendment or termination.

Compliance with ERISA. Except asBorrowers 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 regulations and published interpretations thereunder. Neither a Reportable Event as set forth in Section 4043 of ERISA or the aggregateregulations 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 and is 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 not reasonably be expected 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 notice of intent to have terminate a Material Adverse Effect: each Plan has been operated and administered in a manner so as not filed nor has any Plan been terminated which is subject to result in any liability Title IV of Company for failure to comply with the applicable provisions of applicable law, including ERISA and the CodeERISA; no Termination Event has occurred with respect circumstances exist that constitute grounds under Section 4042 of ERISA entitling the Pension Benefit Guaranty Corporation (“PBGC”) to institute proceedings to terminate, or appoint a trustee to administer a Plan, nor has the PBGC instituted any such proceedings; to the knowledge of Company, no Multiemployer Plan is insolvent or in reorganization; no Plan has an accumulated or waived funding deficiency or has applied for an extension of any amortization period within the meaning of Section 412 of the Code; Company and its Subsidiaries or neither Borrowers nor any ERISA Affiliates have not incurred any liability to Affiliate has completely or on account of a Plan pursuant to partially withdrawn under Section 409, 502(i), 502(l), 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code; no proceedings have been instituted to terminate from any Plan within the last fiscal year; using actuarial assumptions and computation methods consistent with subpart 1 described in Section 4001(a)(3) of subtitle E ERISA which covers employees of Title IV of ERISA, to the knowledge of Company, Company and its Subsidiaries and ERISA Affiliates would not have any liability to any Plans which are Multiemployer Plans in the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Multiemployer Plan ending prior to the Initial Funding Date; no Lien imposed under the Code or ERISA on the assets of Company or any of its Subsidiaries Borrowers or any ERISA Affiliate exists (“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 is likely to arise exceeds the present value of all vested benefits under or all claims reasonably anticipated against each Plan, as determined on account 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 of Borrowers or any ERISA Affiliate under any Plan; Company neither Borrowers nor any ERISA Affiliate has incurred any liability to the PBGC (except payment of premiums, which is current) under ERISA. Borrowers, each ERISA Affiliate and its Subsidiaries and ERISA Affiliates have made all contributions to each Plan within the time required by law or by the terms of such Plan; and Company and its Subsidiaries and ERISA Affiliates do not maintain or contribute to any employee welfare benefit group health plan (as defined in ERISA Section 3(1733) sponsored by Borrowers and each ERISA Affiliate, or in which Borrowers or any ERISA Affiliate is a participating employer, are in material compliance with, have satisfied and continue to satisfy (to the extent applicable) all requirements for continuation of ERISA group health coverage under Section 4980B of the Internal Revenue Code and subject to ERISA) which provides benefits to retired employees (other than as required by Section Sections 601 et seq. of ERISA) or any employee pension benefit plan (as defined , and are in Section 3(2) compliance with, have satisfied and continue to satisfy Part 7 of ERISA and subject all corresponding and similar state laws relating to ERISA) the obligations with respect to either portability, access and renewability of which would reasonably be expected to have a Material Adverse Effectgroup health benefits and other requirements included in Part 7.

Compliance with ERISA. Except asBorrower represents and warrants that Borrower is in compliance in all material respects with all applicable provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”), as amended, and the regulations and published interpretations thereunder. Neither a Reportable Event as set forth in Section 4043 of ERISA or the aggregateregulations 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 and is continuing with respect to any employee benefit plan established, maintained, or to which contributions have been made by Borrower or any trade or business (whether or not incorporated) which together with Borrower would not reasonably be expected 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 notice of intent to have terminate a Material Adverse Effect: each Plan has been operated and administered in a manner so as not filed nor has any Plan been terminated which is subject to result in any liability Title IV of Company for failure to comply with the applicable provisions of applicable law, including ERISA and the CodeERISA; no Termination Event has occurred with respect circumstances exist that constitute grounds under Section 4042 of ERISA entitling the Pension Benefit Guaranty Corporation (“PBGC”) to institute proceedings to terminate, or appoint a trustee to administer a Plan, nor has the PBGC instituted any such proceedings; to the knowledge of Company, no Multiemployer Plan is insolvent or in reorganization; no Plan has an accumulated or waived funding deficiency or has applied for an extension of any amortization period within the meaning of Section 412 of the Code; Company and its Subsidiaries or neither Borrower nor any ERISA Affiliates have not incurred any liability to Affiliate has completely or on account of a Plan pursuant to partially withdrawn under Section 409, 502(i), 502(l), 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code; no proceedings have been instituted to terminate from any Plan within the last fiscal year; using actuarial assumptions and computation methods consistent with subpart 1 described in Section 4001(a)(3) of subtitle E ERISA which covers employees of Title IV of ERISA, to the knowledge of Company, Company and its Subsidiaries and ERISA Affiliates would not have any liability to any Plans which are Multiemployer Plans in the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Multiemployer Plan ending prior to the Initial Funding Date; no Lien imposed under the Code or ERISA on the assets of Company or any of its Subsidiaries Borrower or any ERISA Affiliate exists (“Multi-employer Plan”); Borrower 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 is likely to arise exceeds the present value of all vested benefits under or all claims reasonably anticipated against each Plan, as determined on account 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 of Borrower or any ERISA Affiliate under any Plan; Company neither Borrower nor any ERISA Affiliate has incurred any liability to the PBGC (except payment of premiums, which is current) under ERISA. Borrower, each ERISA Affiliate and its Subsidiaries and ERISA Affiliates have made all contributions to each Plan within the time required by law or by the terms of such Plan; and Company and its Subsidiaries and ERISA Affiliates do not maintain or contribute to any employee welfare benefit group health plan (as defined in ERISA Section 3(1733) sponsored by Borrower and each ERISA Affiliate, or in which Borrower or any ERISA Affiliate is a participating employer, are in compliance with, have satisfied and continue to satisfy (to the extent applicable) all requirements for continuation of ERISA group health coverage under Section 4980B of the Internal Revenue Code and subject to ERISA) which provides benefits to retired employees (other than as required by Section Sections 601 et seq. of ERISA) or any employee pension benefit plan (as defined , and are in Section 3(2) compliance with, have satisfied and continue to satisfy Part 7 of ERISA and subject all corresponding and similar state laws relating to ERISA) the obligations with respect to either portability, access and renewability of which would reasonably be expected to have a Material Adverse Effectgroup health benefits and other requirements included in Part 7.

Compliance with ERISA. Except as, (a) Each Plan is in the aggregate, would not reasonably be expected to have a Material Adverse Effect: each Plan has been operated and administered in a manner so as not to result in any liability of Company for failure to comply substantial compliance with the applicable provisions of applicable law, including ERISA and the Code; no Termination Reportable Event has occurred with respect to a Plan; to the knowledge of Companythe Borrower, no Multiemployer Plan is insolvent or in reorganization; no Plan has an Unfunded Current Liability; no Plan has an accumulated or waived funding deficiency deficiency, or has applied for an extension of any amortization period within the meaning of Section 412 of the Code; Company and neither the Borrower nor any of its Subsidiaries or nor any ERISA Affiliates have not Affiliate has incurred any liability to or on account of a Plan and/or a Multiemployer Plan pursuant to Section 409, 502(i), 502(l)515, 4062, 4063, 4064, 4069, 4201 4201, 4204 or 4204 4212 of ERISA or Section 4971 or 4975 of the CodeERISA; no proceedings have been instituted to terminate or appoint a trustee to administer any Plan; no action, suit, proceeding, hearing, audit or investigation with respect to the administration, operation or investment of assets of any Plan within (other than routine claims for benefits) is pending, expected or threatened; no condition exists which presents a risk to the last fiscal yearBorrower or any of its Subsidiaries or any ERISA Affiliate of incurring a liability to or on account of a Plan and/or a Multiemployer Plan pursuant to the foregoing provisions of ERISA and the Code; using actuarial assumptions and computation methods consistent with subpart Part 1 of subtitle E of Title IV of ERISA, to the knowledge aggregate liabilities of Companythe Borrower, Company and its Subsidiaries and its ERISA Affiliates would not have any liability to any Plans which are all Multiemployer Plans in the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Multiemployer Plan ending ended prior to the Initial Funding Date; no Lien imposed under date of the Code or ERISA on the assets of Company or any of its Subsidiaries or any ERISA Affiliate exists or is likely to arise on account of any Plan; Company and its Subsidiaries and ERISA Affiliates have made all contributions to each Plan within the time required by law or by the terms of such Plan; and Company and its Subsidiaries and ERISA Affiliates do most recent Credit Event, could not maintain or contribute to any employee welfare benefit plan (as defined in Section 3(1) of ERISA and subject to ERISA) which provides benefits to retired employees (other than as required by Section 601 et seq. of ERISA) or any employee pension benefit plan (as defined in Section 3(2) of ERISA and subject to ERISA) the obligations with respect to either of which would reasonably be expected to have a Material Adverse Effect. (b) Each Foreign Pension Plan has been maintained in substantial compliance with its terms and with the requirements of any and all applicable laws, statutes, rules, regulations and orders and has been maintained, where required, in good standing with applicable regulatory authorities. Neither the Borrower nor any of its Subsidiaries has incurred any obligation in connection with the termination of or withdrawal from any Foreign Pension Plan. The present value of the accrued benefit liabilities (whether or not vested) under each Foreign Pension Plan, determined as of the end of the Borrower's most recently ended fiscal year on the basis of actuarial assumptions, each of which is reasonable, did not exceed the current value of the assets of such Foreign Pension Plan allocable to such benefit liabilities.

Compliance with ERISA. Except as, (a) The Company and each ERISA Affiliate have operated and administered each Plan in the aggregate, would compliance with all applicable laws except for such instances of noncompliance as have not resulted in and could not reasonably be expected to have result in a Material Adverse Effect: each Plan has been operated and administered in a manner so as not to result in any liability of . Neither the Company for failure to comply with the applicable provisions of applicable law, including ERISA and the Code; no Termination Event has occurred with respect to a Plan; to the knowledge of Company, no Multiemployer Plan is insolvent or in reorganization; no Plan has an accumulated or waived funding deficiency or has applied for an extension of any amortization period within the meaning of Section 412 of the Code; Company and its Subsidiaries or nor any ERISA Affiliates have not Affiliate has incurred any liability to or on account of a Plan pursuant to Section 409, 502(i), 502(l), 4062, 4063, 4064, 4069, 4201 Title I or 4204 IV of ERISA or Section 4971 the penalty or 4975 excise tax provisions of the Code; no proceedings have been instituted Code relating to terminate any Plan within the last fiscal year; using actuarial assumptions and computation methods consistent with subpart 1 of subtitle E of Title IV of ERISA, to the knowledge of Company, Company and its Subsidiaries and ERISA Affiliates would not have any liability to any Plans which are Multiemployer Plans in the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Multiemployer Plan ending prior to the Initial Funding Date; no Lien imposed under the Code or ERISA on the assets of Company or any of its Subsidiaries or any ERISA Affiliate exists or is likely to arise on account of any Plan; Company and its Subsidiaries and ERISA Affiliates have made all contributions to each Plan within the time required by law or by the terms of such Plan; and Company and its Subsidiaries and ERISA Affiliates do not maintain or contribute to any employee welfare benefit plan plans (as defined in Section 3(1) of ERISA and subject to ERISA) which provides benefits to retired employees (other than as required by Section 601 et seq. section 3 of ERISA) ), and no event, transaction or any employee pension benefit plan (as defined in Section 3(2) of ERISA and subject to ERISA) the obligations with respect to either of which condition has occurred or exists that would reasonably be expected to have result in the incurrence of any such liability by the Company or any ERISA Affiliate, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate, in either case pursuant to Title I or IV of ERISA or to such penalty or excise tax provisions or to section 430 or 436 of the Code, other than such liabilities or Liens as would not be individually or in the aggregate Material. The Company, on behalf of Wausau Paper Xxxxx, LLC, is in discussions and expects to continue to be in discussions with the PBGC on the Series A Closing Day, concerning the PBGC's assertion of liability under ERISA on the part of Wausau Paper Xxxxx, LLC to two Plans sponsored by Wausau Paper Xxxxx, LLC. The PBGC has asserted that as a Material Adverse Effectresult of certain cessations of manufacturing operations at the Company's New Hampshire facility on December 31, 2007 and the Company's Maine facility on May 31, 2009, Wausau Paper Xxxxx, LLC became liable for certain obligations to the Plans relating to those facilities under ERISA Section 4062(e). The liability with respect to the New Hampshire facility Plan under ERISA Section 4062(e) was determined by the PBGC to be $900,000, and the liability with respect to the Maine facility Plan under ERISA Section 4062(e) was determined by the PBGC to be $5,500,000. These liabilities are anticipated to be satisfied through the use of credit balances and/or cash contributions over a three year period. While a final agreement with the PBGC has not yet been reached, the Company represents that these liabilities would not individually or in the aggregate be Material. (b) The funded percentage of each of the Plans (other than Multiemployer Plans) determined as of the end of such Plan’s most recently ended plan year on the basis of the actuarial assumptions specified for funding purposes in such Plan’s most recent actuarial valuation report, equals or exceeds 80%. The funded percentage shall be determined by dividing the aggregate current value of the assets of such Plan allocable to such Plan’s benefit liabilities by the present value of the aggregate benefit liabilities under such Plan. The term “

Compliance with ERISA. Except as(a) The Borrower shall not, and shall not permit its Restricted Subsidiaries and their respective ERISA Affiliates to, cause there to be an unpaid “minimum required contribution” as defined in Section 430 of the aggregateCode and Section 303 of ERISA with respect to any Employee Pension Plan. (b) The Borrower shall, and shall cause its Restricted Subsidiaries and their respective ERISA Affiliates to, comply in all material respects with the provisions of ERISA and the Code with respect to any Plan both in form and operation, including, but not limited to, the timely filing of required annual reports and the payment of PBGC premiums. (c) The Borrower shall, and shall cause its Restricted Subsidiaries and their respective ERISA Affiliates to, comply in all material respects with the requirements of COBRA regarding continued health coverage and of the Health Insurance Portability and Accountability Act of 1996 with respect to any Plans subject to the requirements thereof. (d) The Borrower shall not, and shall not permit any of its Restricted Subsidiaries or any of their respective ERISA Affiliates to, take, or fail to take, any of the following actions or permit any of the following events to occur if such action or event individually or together with all other such actions or events would not reasonably subject the Borrower, any of its Restricted Subsidiaries or any of their respective ERISA Affiliates to any material Tax, penalty, or other liabilities: (i) engage in or knowingly consent to any “party in interest” or any “disqualified person,” as such terms are defined in Section 3(14) of ERISA and Section 4975(e)(2) of the Code respectively, engaging in any Prohibited Transaction in connection with which the Borrower, any of its Restricted Subsidiaries or any of their respective ERISA Affiliates could be expected subject to have either a Material Adverse Effect: each civil penalty assessed pursuant to Section 502(i) of ERISA or a Tax imposed by Section 4975 of the Code; (ii) terminate any Employee Pension Plan has been operated and administered in a manner so as not to manner, or take any other action, which could result in any liability of Company for failure the Borrower, any of its Restricted Subsidiaries or any of their respective ERISA Affiliates to comply with the applicable PBGC; (iii) fail to make full payment when due of all amounts which, under the provisions of applicable lawany Plan or any Multiemployer Plan, including the Borrower, any of its Restricted Subsidiaries or any of their respective ERISA Affiliates is required to pay as contributions thereto, or cause there to be an unpaid “minimum required contribution” as defined in Section 430 of the Code and the Code; no Termination Event Section 303 of ERISA, whether or not there has occurred with respect to been a Plan; to the knowledge waiver of Company, no Multiemployer Plan is insolvent or in reorganization; no Plan has an accumulated or waived any funding deficiency or has applied for an extension of any amortization period within the meaning of Section 412 of the Code; Company and its Subsidiaries Code or Section 303 of ERISA, with respect to any ERISA Affiliates have not incurred any liability Employee Pension Plan or fail to or on account pay PBGC premiums when due; (iv) permit the current value of a Plan pursuant all vested accrued benefits under all Plans which are subject to Section 409, 502(i), 502(l), 4062, 4063, 4064, 4069, 4201 or 4204 Title IV of ERISA or to exceed the current value of the assets of such Plans allocable to such vested accrued benefits, except as may be permitted under actuarial funding standards adopted in accordance with Section 4971 or 4975 430 of the Code; no proceedings have been instituted to terminate or (v) withdraw from any Plan within the last fiscal year; using actuarial assumptions and computation methods consistent with subpart 1 of subtitle E of Title IV of ERISAMultiemployer Plan, to the knowledge of Company, Company and its Subsidiaries and ERISA Affiliates if such withdrawal would not have any liability to any Plans which are Multiemployer Plans result in the event imposition of a complete withdrawal therefrom, as of Withdrawal Liability. (e) The Borrower shall comply with the close of the most recent fiscal year of each such Multiemployer Plan ending prior to the Initial Funding Date; no Lien imposed under the Code or ERISA on the assets of Company or any of its Subsidiaries or any ERISA Affiliate exists or is likely to arise on account of any Plan; Company and its Subsidiaries and ERISA Affiliates have made all contributions to each Plan within the time required by law or by the terms of such Plan; and Company and its Subsidiaries and ERISA Affiliates do not maintain or contribute to any employee welfare benefit plan (as defined reporting requirements set forth in Section 3(1) of 6.4 (ERISA and subject to ERISA) which provides benefits to retired employees (other than as required by Section 601 et seq. of ERISA) or any employee pension benefit plan (as defined in Section 3(2) of ERISA and subject to ERISA) the obligations with respect to either of which would reasonably be expected to have a Material Adverse EffectNotices).

Compliance with ERISA. Except as, At no time in the aggregate, would not reasonably be expected to have a Material Adverse Effect: each Plan past six years has been operated and administered in a manner so as not to result in any liability of Company for failure to comply with the applicable provisions of applicable law, including ERISA and the Code; no Termination Event has occurred with respect to a Plan; to the knowledge of Company, no Multiemployer Plan is insolvent or in reorganization; no Plan has an accumulated or waived funding deficiency or has applied for an extension of any amortization period within the meaning of Section 412 of the Code; Company and its Subsidiaries Obligor or any ERISA Affiliates have not incurred Affiliate maintained, sponsored, participated in, contributed to or has or had any liability or obligation in respect of any Employee Benefit Plan subject to or on account Part 3 of a Plan pursuant to Section 409Subtitle B of Title I of ERISA, 502(i), 502(l), 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code; no proceedings have been instituted to terminate any Plan within the last fiscal year; using actuarial assumptions and computation methods consistent with subpart 1 of subtitle E of Title IV of ERISA, to the knowledge or Section 412 of Company, Company and its Subsidiaries and ERISA Affiliates would not have any liability to any Plans which are Multiemployer Plans in the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Multiemployer Plan ending prior to the Initial Funding Date; no Lien imposed under the Code or any “multiemployer plan” as defined in Section 3(37) of ERISA on the assets of Company or any of its Subsidiaries multiple employer plan for which any Obligor or any ERISA Affiliate exists has incurred or is likely to arise on account could incur material liability under Section 4063 or 4064 of any Plan; Company and its Subsidiaries and ERISA Affiliates have made all contributions to each Plan within the time required by law or by the terms of such Plan; and Company and its Subsidiaries and ERISA Affiliates do not maintain or contribute to any ERISA. No “employee welfare benefit plan (plan” as defined in Section 3(1) of ERISA provides or promises, or at any time provided or promised, retiree health, or other retiree welfare benefits except to the extent such benefit is fully insured or may be required by the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or similar state law and subject to ERISA) which provides except, on a case by case basis, limited extensions of health insurance benefits to retired former employees (other than as required by Section 601 et seqreceiving severance payments from any Obligor. of ERISA) or any employee pension benefit plan (as defined Each Employee Benefit Plan is and has been operated in Section 3(2) of compliance with its terms and all applicable Laws, including but not limited to ERISA and the Code and, to the knowledge of the Obligors, no event has occurred and no condition exists that would subject any Obligor to any tax, fine, lien, penalty or liability imposed by ERISA) , the obligations with respect to either of Code or other applicable law which would reasonably be expected to have a Material Adverse Effect.. Each Employee Benefit Plan intended to be qualified under Section 401(a) of the Code is so qualified and has a favorable determination or opinion letter from the IRS upon which it can rely, and any such determination or opinion letter remains in effect and has not been revoked; with respect to each Foreign Benefit Plan, such Foreign Benefit Plan (1) if intended to qualify for special tax treatment, meets, in all material respects, the requirements for such treatment, and (2) if required to be funded, is funded to the extent required by applicable Law; none of the Obligors has any obligations under any collective bargaining agreement with any union. As used in this Purchase Agreement, “Employee Benefit Plan” means any (a) “employee benefit plan” within the meaning of Section 3(3) of ERISA or (b) stock purchase, stock option, stock-based severance, employment, change-in-control, medical, disability, fringe benefit, bonus, incentive,

Compliance with ERISA. Except as(a) The Borrower will, in and will cause its Subsidiaries to, make all contributions to any Employee Pension Plan when such contributions are due and not incur any "accumulated funding deficiency" within the aggregatemeaning of Section 412(a) of the Code, would whether or not reasonably be expected to have a Material Adverse Effect: each Plan has been operated waived, and administered in a manner so as not to result in any liability of Company for failure to will otherwise comply with the applicable provisions requirements of applicable lawthe Code and ERISA with respect to the operation of all Plans, except to the extent that the failure to so comply could not have a Materially Adverse Effect. (b) The Borrower will furnish to Administrative Agent (i) within thirty (30) days after any officer of the Borrower obtains knowledge that a "prohibited transaction" (within the meaning of Section 406 of ERISA or Section 4975 of the Code) has occurred with respect to any material Plan of the Borrower or its ERISA Affiliates, including ERISA and the Code; no Termination its Subsidiaries, that any Reportable Event has occurred with respect to any Employee Pension Plan or that PBGC has instituted or will institute proceedings under Title IV of ERISA to terminate any Employee Pension Plan or to appoint a trustee to administer any Employee Pension Plan; , a statement setting forth the details as to such prohibited transaction, Reportable Event or termination or appointment proceedings and the action which it (or any other Employee Pension Plan sponsor if other than the Borrower) proposes to take with respect thereto, together with a copy of the notice of such Reportable Event given to PBGC if a copy of such notice is available to the knowledge Borrower, any of Company, no Multiemployer Plan is insolvent or in reorganization; no Plan has an accumulated or waived funding deficiency or has applied for an extension of any amortization period within the meaning of Section 412 of the Code; Company and its Subsidiaries or any of its ERISA Affiliates, (ii) promptly after receipt thereof, a copy of any notice the Borrower, any of its Subsidiaries or any of its ERISA Affiliates have not incurred or the sponsor of any liability Plan receives from PBGC, or the Internal Revenue Service or the Department of Labor which sets forth or proposes any action or determination with respect to or on account of a Plan such Plan, (iii) promptly after the filing thereof, any annual report required to be filed pursuant to Section 409ERISA in connection with each Plan maintained by the Borrower or any of its ERISA Affiliates, 502(i)including the Subsidiaries, 502(l)and (iv) promptly upon the Administrative Agent's request therefor, 4062such additional information concerning any such Plan as may be reasonably requested by the Administrative Agent. (c) The Borrower will promptly notify the Administrative Agent of any excise taxes which have been assessed or which the Borrower, 4063any of its Subsidiaries or any of its ERISA Affiliates has reason to believe may be assessed against the Borrower, 4064, 4069, 4201 any of its Subsidiaries or 4204 any of its ERISA Affiliates by the Internal Revenue Service or Section 4971 or 4975 the Department of Labor with respect to any Plan of the Code; no proceedings have been instituted Borrower or its ERISA Affiliates, including its Subsidiaries. (d) Within the time required for notice to terminate any Plan within the last fiscal year; using actuarial assumptions and computation methods consistent with subpart 1 of subtitle E of Title IV PBGC under Section 302(f)(4)(A) of ERISA, to the knowledge Borrower will notify the Administrative Agent of Companyany Lien arising under Section 302(f) of ERISA in favor of any Plan of the Borrower or its ERISA Affiliates, Company including its Subsidiaries. (e) The Borrower will not, and will not permit any of its Subsidiaries and or any of its ERISA Affiliates to take any of the following actions or permit any of the following events to occur if such action or event together with all other such actions or events would not have subject the Borrower, any liability of its Subsidiaries, or any of its ERISA Affiliates to any Plans tax, penalty, or other liabilities which are Multiemployer Plans could have a Materially Adverse Effect: (i) engage in any transaction in connection with which the event of a complete withdrawal therefromBorrower, as of the close of the most recent fiscal year of each such Multiemployer Plan ending prior to the Initial Funding Date; no Lien imposed under the Code or ERISA on the assets of Company or any of its Subsidiaries or any ERISA Affiliate exists could be subject to either a civil penalty assessed pursuant to Section 502(i) of ERISA or is likely a tax imposed by Section 4975 of the Code; (ii) terminate any Employee Pension Plan in a manner, or take any other action, which could result in any liability of the Borrower, any of its Subsidiaries or any ERISA Affiliate to arise on account the PBGC; (iii) fail to make full payment when due of all amounts which, under the provisions of any Plan; Company and , the Borrower, any of its Subsidiaries and or any ERISA Affiliates have made all Affiliate is required to pay as contributions thereto, or permit to each Plan exist any accumulated funding deficiency within the time required by law or by the terms meaning of such Plan; and Company and its Subsidiaries and ERISA Affiliates do not maintain or contribute to any employee welfare benefit plan (as defined in Section 3(1412(a) of ERISA and subject to ERISA) which provides benefits to retired employees (other than as required by Section 601 et seq. of ERISA) the Code, whether or any employee pension benefit plan (as defined in Section 3(2) of ERISA and subject to ERISA) the obligations not waived, with respect to either any Employee Pension Plan; or (iv) permit the present value of all benefit liabilities under all Employee Pension Plans which would reasonably are subject to Title IV of ERISA to exceed the present value of the assets of such Plans allocable to such benefit liabilities (within the meaning of Section 4041 of ERISA), except as may be expected to have a Material Adverse Effectpermitted under actuarial funding standards adopted in accordance with Section 412 of the Code.

Compliance with ERISA. Except as, Each Plan is in the aggregate, would not reasonably be expected to have a Material Adverse Effect: each Plan has been operated and administered in a manner so as not to result in any liability of Company for failure to comply substantial compliance with the applicable provisions of applicable law, including ERISA and the Code; no Termination Reportable Event has occurred with respect to a Plan; to the knowledge of Company, no Multiemployer Plan is insolvent or in reorganization; the aggregate amount of Unfunded Current Liabilities in respect of all Plans does not exceed $1,000,000; no Plan has an accumulated or waived funding deficiency deficiency, has permitted decreases in its funding standard account or has applied for an extension of any amortization period within the meaning of Section 412 of the Code; Company and its Subsidiaries or neither the Borrower nor any Subsidiary nor any ERISA Affiliates have not Affiliate has incurred any material liability to or on account of a Plan pursuant to Section 409, 502(i), 502(l), 515, 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the CodeCode or has been notified that it will incur any material liability under any of the foregoing Sections with respect to any Plan; no proceedings have been instituted by the PBGC to terminate any Plan within the last fiscal yearPlan; using actuarial assumptions and computation methods consistent with subpart 1 of subtitle E of Title IV of ERISA, no condition exists which presents a material risk to the knowledge Borrower or any Subsidiary or any ERISA Affiliate of Company, Company and its Subsidiaries and ERISA Affiliates would not have any incurring a material liability to any Plans which are Multiemployer Plans in the event or on account of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Multiemployer Plan ending prior pursuant to the Initial Funding Dateforegoing provisions of ERISA and the Code; no Lien material lien imposed under the Code or ERISA on the assets of Company the Borrower or any of its Subsidiaries Subsidiary or any ERISA Affiliate exists nor has the Borrower, any Subsidiary or is likely to arise any ERISA Affiliate been notified that such a lien will be imposed on the assets of the Borrower, any Subsidiary or any ERISA Affiliate on account of any Plan; Company and the Borrower and its Subsidiaries and ERISA Affiliates have made all contributions to each Plan within the time required by law or by the terms of such Plan; and Company and its Subsidiaries and ERISA Affiliates do not maintain or contribute to any employee welfare benefit plan (as defined in Section 3(1) of ERISA and subject to ERISA) (other than such an employee welfare benefit plan which is a "multiemployer plan" within the meaning of Section 414(f) of the Code) which provides benefits to retired employees (other than as required by Section 601 et seq. of ERISA) or any employee pension benefit plan (as defined in Section 3(2) of ERISA and subject to ERISA) (other than any such employee pension benefit plan which is intended to be qualified under Section 401(a) of the Code), the obligations with respect to either of which employee welfare benefit plans or employee pension benefit plans, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effectmaterial adverse effect upon the condition (financial or otherwise, determined pursuant to GAAP or SAP), businesses, operations, properties, assets, liabilities or investments of the Borrower and its Subsidiaries taken as a whole. With respect to Plans that are multiemployer plans (as defined in Section 3(37) of ERISA) the representations and warranties in this Section 5.13, other than any made with respect to liability under Section 4201 or 4204 of ERISA, are made to the best knowledge of the Borrower.

Compliance with ERISA. Except as(a) Schedule 3.10(a) hereto sets forth each Plan as of the date of this Agreement. Each Plan (and each related trust, insurance contract or fund) is in compliance with its terms and with all applicable laws, including without limitation ERISA and the aggregateCode, would except to the extent that any non-compliance could not reasonably be expected to have result in a Material Adverse Effect: material liability to Holdings or any of its Subsidiaries; each Plan (and each related trust, if any) which is intended to be qualified under Section 401(a) of the Code has been operated and administered in received a manner so as not to result in any liability of Company favorable determination letter from the Internal Revenue Service (or has submitted, or is within the remedial amendment period for failure to comply submitting, an application for a determination letter with the applicable provisions Internal Revenue Service, and is awaiting receipt of applicable law, including ERISA and the Code; no Termination Event has occurred with respect to a Plan; response) to the knowledge effect that it meets the requirements of CompanySections 401(a) and 501(a) of the Code or is comprised of a master or prototype plan that has received a favorable opinion letter from the Internal Revenue Service or a volume submitter plan that has received a favorable advisory letter from the Internal Revenue Service; as of the date of this Agreement, no Multiemployer Employee Benefit Plan is insolvent or in reorganizationa Multiemployer Plan; no Plan has an accumulated Unfunded Current Liability that could reasonably be expected to result in a material liability; no ERISA Event has occurred, or waived funding deficiency is reasonably expected to occur, with respect to any Plan that could reasonably be expected to result in a material liability to Holdings or any of its Subsidiaries; all contributions required to be made with respect to a Plan have been timely made or have been reflected on the most recent consolidated balance sheet filed prior to the date hereof or accrued in the accounting records of Holdings and its Subsidiaries; no action, suit, proceeding, hearing, or audit or investigation by a Governmental Authority with respect to the administration, operation or the investment of assets of any Plan (other than routine claims and appeals for benefits) is pending, expected or threatened that is reasonably expected to result in a material liability to Holdings or any of its Subsidiaries; no Multiemployer Plan that is subject to Section 412 of the Code or Section 302 of ERISA has applied for or received an extension of any amortization period period, within the meaning of Section 412 431(d) of the CodeCode or Section 304(d) of ERISA; Company Holdings, any of its Subsidiaries and any ERISA Affiliate have not withdrawn as a substantial employer so as to become subject to the provisions of Section 4063 of ERISA or ceased making contributions to any Plan subject to Section 4064(a) of ERISA that has terminated and to which it made contributions at any time within the five Plan years preceding the date of termination; none of Holdings, any of its Subsidiaries or any ERISA Affiliates Affiliate have not incurred or reasonably expect to incur any liability to or on account of a Plan pursuant to Section 409, 502(i), 502(l), 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code; no proceedings have been instituted to terminate any Plan within the last fiscal year; using actuarial assumptions and computation methods consistent with subpart 1 of subtitle E of Title IV of ERISA, to the knowledge of Company, Company and its Subsidiaries and ERISA Affiliates would not have PBGC except for any liability to any Plans which are Multiemployer Plans for premiums due in the event of a complete withdrawal therefromordinary course or other liability which could not reasonably be expected to result in material liability, as of the close of the most recent fiscal year of each such Multiemployer Plan ending prior to the Initial Funding Date; and no Lien lien imposed under the Code or ERISA on the assets of Company Holdings or any of its Subsidiaries or any ERISA Affiliate exists or is likely expected to arise on account of any Plan; Company and none of Holdings, any of its Subsidiaries and or any ERISA Affiliates have made all contributions Affiliate has incurred, or is expected to incur, any liability under Section 4069 or 4212(c) of ERISA; each Employee Benefit Plan within the time required by law or by the terms of such Plan; and Company and its Subsidiaries and ERISA Affiliates do not maintain or contribute to any employee welfare benefit that is a group health plan (as defined in Section 3(1607(1) of ERISA or Section 4980B(g)(2) of the Code) has at all times been operated in compliance with the provisions of Part 6 of subtitle B of Title I of ERISA and subject Section 4980B of the Code, except to ERISA) which provides benefits the extent that any non-compliance with any such provisions could not reasonably be expected to retired employees (other than as required by Section 601 et seq. of ERISA) result in a material liability to Holdings or any employee pension benefit of its Subsidiaries; each Employee Benefit Plain that is group health plan (as defined in 45 Code of Federal Regulations Section 3(2160.103) has at all times been operated in compliance with the provisions of ERISA the Health Insurance Portability and subject Accountability Act of 1996 and the regulations promulgated thereunder, except to ERISAthe extent that any non-compliance with such provisions and regulations could not reasonably be expected to result in a material liability to Holdings or any of its Subsidiaries; and Holdings and its Subsidiaries may amend any Plan sponsored by any of them (other than a defined benefit plan) to cease contributions thereunder and may terminate any Plan sponsored by any of them without, in each case, incurring any material liability (other than ordinary administrative termination costs that are immaterial in nature). (b) Except as could not reasonably be expected to result in a material liability to Holdings or any of its Subsidiaries, each Non-U.S. Pension Plan has been maintained in substantial compliance with its terms and with the obligations requirements of any and all applicable laws, statutes, rules, regulations and orders and has been maintained, where required, in good standing with applicable regulatory authorities. All contributions required to be made with respect to either a Non-U.S. Pension Plan have been timely made. Neither Holdings nor any of its Subsidiaries has incurred any obligation in connection with the termination of, or withdrawal from, any Non-U.S. Pension Plan (other than a defined contribution plan). The present value of the accrued benefit liabilities (whether or not vested) under each Non-U.S. Pension Plan (other than a Non-U.S. Pension Plan that (i) is not required to be funded under applicable law or (ii) is a defined contribution plan), determined as of the end of Holdings’ most recently ended fiscal year on the basis of actuarial assumptions, each of which would is reasonable, did not exceed the current value of the assets of such Non-U.S. Pension Plan allocable to such benefit liabilities by an amount that could reasonably be expected to have a Material Adverse Effect. (c) Without limiting the effect of preceding clauses (a) and (b), neither Holdings nor any of its Subsidiaries is or has at any time been, within the United Kingdom, an employer (for the purposes of sections 38 to 51 of the United Kingdom’s Pensions Act 2004) of an occupational pension scheme which is not a money purchase scheme (both terms as defined in the United Kingdom’s Pension Schemes Act 1993) or has at any time been “connected” with or an “associate” of (as those terms are used in sections 38 and 43 of the United Kingdom’s Pensions Act 2004) such an employer.

Compliance with ERISA. Except as, The Borrower shall not and shall not permit any ERISA Affiliate to: (i) engage in any transaction in connection with which the aggregate, would not Borrower or any ERISA Affiliate could reasonably be expected to have be subject to either a Material Adverse Effect: each 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 has been operated and administered (other than a Multiemployer Plan) in a manner so as not 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 amendment of an Employee Benefit Plan within the meaning of section 4041(e) of ERISA), which could reasonably be expected to result in any liability of the Company for failure to comply with the applicable provisions of applicable law, including ERISA and the Code; no Termination Event has occurred with respect to a Plan; to the knowledge of Company, no Multiemployer Plan is insolvent or in reorganization; no Plan has an accumulated or waived funding deficiency or has applied for an extension of any amortization period within the meaning of Section 412 of the Code; Company and its Subsidiaries or any ERISA Affiliates have not incurred 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 or the PBGC on account of a withdraw from or a termination of an Employee Benefit Plan pursuant to Section 409, 502(i), 502(l), 4062, 4063, 4064, 4069, 4201 under section 4063 or 4204 of ERISA or Section 4971 or 4975 of the Code; no proceedings have been instituted to terminate any Plan within the last fiscal year; using actuarial assumptions and computation methods consistent with subpart 1 of subtitle E of Title IV 4064 of ERISA, to the knowledge of Company, Company and its Subsidiaries and ERISA Affiliates would not have incur any liability to for post-retirement benefits under any Plans which are Multiemployer Plans in the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Multiemployer Plan ending prior to the Initial Funding Date; no Lien imposed under the Code or ERISA on the assets of Company or any of its Subsidiaries or any ERISA Affiliate exists or is likely to arise on account of any Plan; Company and its Subsidiaries and ERISA Affiliates have made all contributions to each Plan within the time required by law or by the terms of such Plan; and Company and its Subsidiaries and ERISA Affiliates do not maintain or contribute to any employee welfare benefit plan plans (as defined in Section section 3(1) of ERISA and subject to ERISA) which provides benefits to retired employees (other than as required by Section 601 et seq. applicable statute, fail to make full payment when due of ERISA) all amounts which, under the provisions of any Employee Benefit Plan or applicable Law, the Borrower or any employee pension benefit plan (ERISA Affiliate is required to pay as defined in Section 3(2) of ERISA and subject contributions thereto, or permit to ERISA) the obligations exist any Accumulated Funding Deficiency, whether or not waived, with respect to either of which would reasonably any Employee Benefit Plan (other than a Multiemployer Plan); provided, however, that such engagement, termination, withdrawal, action, incurrence, failure or permitting shall not be expected deemed to have a Material Adverse Effect.violated this clause (i) unless such engagement, termination, withdrawal, action,

Compliance with ERISA. Except as, (a) The Company and each ERISA Affiliate have operated and administered each Plan in the aggregate, would compliance with all applicable laws except for such instances of noncompliance as have not resulted in and could not reasonably be expected to have result in a Material Adverse Effect: each Plan . Neither the Company nor any ERISA Affiliate has been operated incurred any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans (as defined in Section 3 of ERISA), and administered in a manner so as not no event, transaction or condition has occurred or exists that could reasonably be expected to result in the incurrence of any such liability of by the Company for failure to comply with the applicable provisions of applicable lawor any ERISA Affiliate, including ERISA and the Code; no Termination Event has occurred with respect to a Plan; to the knowledge of Company, no Multiemployer Plan is insolvent or in reorganization; no Plan has an accumulated or waived funding deficiency or has applied for an extension the imposition of any amortization period within Lien on any of the meaning rights, properties or assets of the Company or any ERISA Affiliate, in either case pursuant to Title I or IV of ERISA or to such penalty or excise tax provisions or to Section 401(a)(29) or 412 of the Code; , other than such liabilities or Liens as would not be, individually or in the aggregate, Material. (b) Neither the Company nor any ERISA Affiliate maintains a "single employer plan" or a Multiemployer Plan that is subject to Title IV of ERISA. (c) The Company and its Subsidiaries or any ERISA Affiliates have not incurred any liability withdrawal liabilities (and are not subject to or on account of a Plan pursuant to contingent withdrawal liabilities) under Section 409, 502(i), 502(l), 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA in respect of Multiemployer Plans other than such liabilities that individually or in the aggregate are not material. (d) The expected postretirement benefit obligation (determined as of the last day of the Company's most recently ended fiscal year in accordance with Financial Accounting Standards Board Statement No. 106, without regard to liabilities attributable to continuation coverage mandated by Section 4971 or 4975 4980B of the Code; no proceedings have been instituted to terminate any Plan within ) of the last fiscal year; using actuarial assumptions and computation methods consistent with subpart 1 of subtitle E of Title IV of ERISA, to the knowledge of Company, Company and its Subsidiaries and ERISA Affiliates would is not have any liability to any Plans which are Multiemployer Plans Material or has otherwise been disclosed in the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year consolidated financial statements of each such Multiemployer Plan ending prior to the Initial Funding Date; no Lien imposed under the Code or ERISA on the assets of Company or any of its Subsidiaries or any ERISA Affiliate exists or is likely to arise on account of any Plan; Company and its Subsidiaries and ERISA Affiliates have made all contributions to each Plan within the time required by law or by the terms of such Plan; and Company and its Subsidiaries and ERISA Affiliates do not maintain or contribute to any employee welfare benefit plan (as defined referenced in Section 3(19.4 of this Agreement. (e) The execution and delivery of this Agreement and the other Loan Documents and the making of Loans and issuance of Letters of Credit hereunder will not involve any transaction that is subject to the prohibitions of Section 406 of ERISA or in connection with which a tax could be imposed pursuant to Section 4975(c)(1)(A)-(D) of ERISA and subject to ERISA) which provides benefits to retired employees (other than as required by Section 601 et seq. of ERISA) or any employee pension benefit plan (as defined in Section 3(2) of ERISA and subject to ERISA) the obligations with respect to either of which would reasonably be expected to have a Material Adverse EffectCode.

Compliance with ERISA. Except asas would not reasonably be expected, either individually or in the aggregate, would not reasonably to be expected material to the Company and its Subsidiaries, taken as a whole: the Company and its Subsidiaries and all "employee benefit plans" (as defined under Section 3(3) of ERISA) established or maintained by the Company, its Subsidiaries or their ERISA Affiliates have a Material Adverse Effect: been and are in compliance with their respective terms and all applicable Laws, including ERISA and the Code; to the Knowledge of the Company, each Multiemployer Plan has been operated to which the Company, its Subsidiaries or an ERISA Affiliate contributes is in compliance with its terms and administered in a manner so as not to result in any liability of Company for failure to comply with the all applicable provisions of applicable lawLaws, including ERISA and the Code; no Termination Event "reportable event" (as defined under Section 4043 of ERISA) has occurred or is reasonably expected to occur with respect to a any Benefit Plan; to no "single employer plan" (as defined in Section 4001 of ERISA) established or maintained by the knowledge of Company, no Multiemployer Plan is insolvent its Subsidiaries or in reorganization; no Plan has an accumulated or waived funding deficiency or has applied for an extension any ERISA Affiliate, if such plan were terminated, would have any "amount of any amortization period unfunded benefit liabilities" (within the meaning of Section 4022(c) of ERISA), and each such plan satisfies the minimum funding standards set forth in Sections 412 and 430 of the Code and Sections 302 and 303 of ERISA, whether or not waived; neither the Company, its Subsidiaries nor any of their ERISA Affiliates has incurred or reasonably expects to incur any unsatisfied liability under (a) Title IV of ERISA with respect to termination of any Benefit Plan, or withdrawal from any Multiemployer Plan, or (b) Sections 412, 4971, 4975 or 4980B of the Code; Company and its Subsidiaries or any ERISA Affiliates have the PBGC has not incurred any liability to or on account of a Plan pursuant to Section 409, 502(i), 502(l), 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code; no instituted proceedings have been instituted to terminate any Plan within Benefit Plan, and no condition exists that would reasonably be expected to result in such proceedings being instituted or which would constitute grounds under Section 4042 of ERISA for the last fiscal yeartermination of, or the appointment of a trustee to administer, any Benefit Plan; using actuarial assumptions and computation methods consistent with subpart 1 of subtitle E of respect to each Benefit Plan, all premiums to the PBGC have been timely paid in full; there does not now exist, nor do any circumstances exist that would reasonably be expected to result in any liability (x) under Title IV or Section 302 of ERISA, to the knowledge (y) under Sections 412 and 4971 of Company, Company and its Subsidiaries and ERISA Affiliates would not have any liability to any Plans which are Multiemployer Plans in the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Multiemployer Plan ending prior to the Initial Funding Date; no Lien imposed under the Code or ERISA on (z) as a result of a failure to comply with the assets continuation coverage requirements of Company or any of its Subsidiaries or any ERISA Affiliate exists or is likely to arise on account of any Plan; Company and its Subsidiaries and ERISA Affiliates have made all contributions to each Plan within the time required by law or by the terms of such Plan; and Company and its Subsidiaries and ERISA Affiliates do not maintain or contribute to any employee welfare benefit plan (as defined in Section 3(1) of ERISA and subject to ERISA) which provides benefits to retired employees (other than as required by Section 601 et seq. of ERISA) or ERISA and Section 4980B of the Code, and without limiting the generality of the foregoing, neither the Company nor any employee pension benefit plan (as defined of its Subsidiaries, nor any of their respective ERISA Affiliates, has engaged in any transaction described in Section 3(2) 4069 or Section 4204 or 4212 of ERISA; the Company and its Subsidiaries have no liability for life, health, medical or other welfare benefits to former employees or beneficiaries or dependents thereof, except for health continuation coverage as required by Section 4980B of the Code or Part 6 of Title I of ERISA and subject at no expense to ERISA) the obligations Company and its Subsidiaries; and with respect to either each "employee benefit plan" for which the Company, its Subsidiaries or any of their ERISA Affiliates would have any liability that is intended to be qualified under Section 401 of the Code (and the related trust), the Internal Revenue Service has issued a favorable determination letter that has not been revoked, there are no circumstances and no events have occurred that could adversely affect the qualified status of any such plan (or related trust), and nothing has occurred, whether by action or failure to act, which would reasonably be expected to have a Material Adverse Effectcause the loss of such qualification.

Compliance with ERISA. Except as, (a) Each Plan is in the aggregate, would not reasonably be expected to have a Material Adverse Effect: each Plan has been operated and administered compliance in a manner so as not to result in any liability of Company for failure to comply all material respects with the applicable provisions of applicable law, including ERISA and the Code; no Termination Reportable Event has occurred with respect to a Plan; to the knowledge of Companythe Borrower, no Multiemployer Plan is insolvent or in reorganization; no Plan has an Unfunded Current Liability which, when added to the aggregate amount of Unfunded Current Liabilities with respect to all other Plans, exceeds $100,000,000; no Plan has an accumulated or waived funding deficiency deficiency, or has applied for an extension of any amortization period within the meaning of Section 412 of the Code; Company and neither the Borrower nor any of its respective Subsidiaries or nor any ERISA Affiliates have not Affiliate has incurred any liability to or on account of a Plan and/or a Multiemployer Plan pursuant to Section 409, 502(i), 502(l)515, 4062, 4063, 4064, 4069, 4201 4201, 4204 or 4204 4212 of ERISA or Section 4971 or 4975 in excess of $10,000,000 in the Codeaggregate for all such liabilities; no proceedings have been instituted to terminate or appoint a trustee to administer any Plan; no action, suit, proceeding, hearing, audit or investigation with respect to the administration, operation or investment of assets of any Plan within (other than routine claims for benefits) is pending, expected or threatened in writing; no condition exists which presents a risk to the last fiscal yearBorrower or any of its Subsidiaries or any ERISA Affiliate of incurring a material liability to or on account of a Plan and/or a Multiemployer Plan pursuant to the foregoing provisions of ERISA and the Code; using actuarial assumptions and computation methods consistent with subpart Part 1 of subtitle E of Title IV of ERISA, to the knowledge aggregate liabilities of Companythe Borrower, Company and its Subsidiaries and its ERISA Affiliates would not have any liability to any Plans which are all Multiemployer Plans in the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Multiemployer Plan ending ended prior to the Initial Funding Date; no Lien imposed under date of the Code or ERISA on the assets of Company or any of its Subsidiaries or any ERISA Affiliate exists or is likely to arise on account of any Plan; Company and its Subsidiaries and ERISA Affiliates have made all contributions to each Plan within the time required by law or by the terms of such Plan; and Company and its Subsidiaries and ERISA Affiliates do most recent Credit Event, could not maintain or contribute to any employee welfare benefit plan (as defined in Section 3(1) of ERISA and subject to ERISA) which provides benefits to retired employees (other than as required by Section 601 et seq. of ERISA) or any employee pension benefit plan (as defined in Section 3(2) of ERISA and subject to ERISA) the obligations with respect to either of which would reasonably be expected to have a Material Adverse Effect. (b) Each Foreign Pension Plan has been maintained in compliance in all material respects with its terms and with the requirements of any and all applicable laws, statutes, rules, regulations and orders and has been maintained, where required, in good standing with applicable regulatory authorities. Neither the Borrower nor any of its Subsidiaries has incurred any obligation in connection with the termination of or withdrawal from any Foreign Pension Plan. The present value of the accrued benefit liabilities (whether or not vested) under each Foreign Pension Plan, determined as of the end of the Borrower's most recently ended fiscal year on the basis of actuarial assumptions, each of which is reasonable, did not exceed the current value of the assets of such Foreign Pension Plan allocable to such benefit liabilities.

Compliance with ERISA. Except as(a) Schedule VI sets forth, as of the Amendment and Restatement Effective Date, the name of each Plan. Neither the Parent nor any Subsidiary of the Parent nor any ERISA Affiliate has ever sponsored, maintained, made any contributions to or has any liability in respect of any Plan which is subject to Title IV of ERISA or Section 302 of ERISA or Section 412 of the aggregateCode; each Plan has been maintained and operated in compliance in all materials respects with the provisions of ERISA and, to the extent applicable, the Code, including but not limited to the provisions thereunder respecting prohibited transactions except for any noncompliance which would not reasonably be expected to have result in a Material Adverse Effect: each . No action, suit, proceeding, hearing, audit or investigation with respect to the administration, operation or the investment of assets of any Plan has been operated and administered in a manner so as (other than routine claims for benefits) is pending, expected or threatened except for any noncompliance which would not reasonably be expected to result in any liability of Company for failure to comply with the applicable provisions of applicable law, including ERISA and the Code; no Termination Event has occurred with respect to a Plan; to the knowledge of Company, no Multiemployer Plan is insolvent or in reorganization; no Plan has an accumulated or waived funding deficiency or has applied for an extension of any amortization period within the meaning of Section 412 of the Code; Company and its Subsidiaries or any ERISA Affiliates have not incurred any liability to or on account of a Plan pursuant to Section 409, 502(i), 502(l), 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code; no proceedings have been instituted to terminate any Plan within the last fiscal year; using actuarial assumptions and computation methods consistent with subpart 1 of subtitle E of Title IV of ERISA, to the knowledge of Company, Company and its Subsidiaries and ERISA Affiliates Material Adverse Effect. Except as would not have any liability to any Plans which are Multiemployer Plans result in the event of a complete withdrawal therefromMaterial Adverse Effect, as of the close of the most recent fiscal year of each such Multiemployer Plan ending prior to the Initial Funding Date; no Lien imposed under the Code or ERISA on the assets of Company or any of its Subsidiaries or any ERISA Affiliate exists or is likely to arise on account of any Plan; Company and its Subsidiaries and ERISA Affiliates have made all contributions to each Plan within the time required by law or by the terms of such Plan; and Company and its Subsidiaries and ERISA Affiliates do not maintain or contribute to any employee welfare benefit group health plan (as defined in Section 3(1607(1) of ERISA or Section 4980B(g)(2) of the Code and subject to ERISAERISA or the Code) which provides covers or has covered employees or former employees of the Parent, any Subsidiary of the Parent, 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. Under each employee welfare benefit plan within the meaning of Section 3(1) or Section 3(2)(B) of ERISA covering employees of the Parent or any Subsidiary of the Parent, no benefits are due thereunder unless the event giving rise to retired employees the benefit entitlement occurs prior to termination of employment (other than except as required by Section 601 et seq. Title I, Subtitle B, Part 6 of ERISA) except for any benefits due which would not reasonably be expected to result in a Material Adverse Effect. Any of the Parent, any Material Subsidiary of the Parent or any employee pension benefit plan ERISA Affiliate, as appropriate, may terminate each Plan at any time (as defined or at any time subsequent to the expiration of any applicable bargaining agreement) in Section 3(2) the discretion of ERISA and subject such Person without liability to ERISA) the obligations with respect to either of which any Person that would reasonably be expected to have result in a Material Adverse Effect. Each of the Parent and each of its Subsidiaries may cease contributions to or terminate any employee benefit plan maintained by any of them without incurring any liability that would reasonably be expected to result in a Material Adverse Effect. (b) Each Foreign Pension Plan has been maintained in substantial compliance with its terms and with the requirements of any and all applicable laws, statutes, rules, regulations and orders and has been maintained, where required, in good standing with applicable regulatory authorities except for any noncompliance which would not reasonably be expected to result in a Material Adverse Effect. All contributions required to be made with respect to a Foreign Pension Plan have been timely made except for any noncompliance which would not reasonably be expected to result in a Material Adverse Effect. Neither the Parent nor any of its Subsidiaries has incurred any obligation in connection with the termination of, or withdrawal from, any Foreign Pension Plan, except that which would not reasonably be expected to result in a Material Adverse Effect. The present value of the accrued benefit liabilities (whether or not vested) under each Foreign Pension Plan, determined as of the end of the Parent’s most recently ended fiscal year on the basis of then current actuarial assumptions, each of which is reasonable, did not materially exceed the current value of the assets of such Foreign Pension Plan allocable to such benefit liabilities.

Compliance with ERISA. Except asThe Company and its ERISA Affiliates will not (i) establish, maintain, or operate any Employee Benefit Plan that is not in the aggregate, would not reasonably be expected to have a Material Adverse Effect: each Plan has been operated and administered compliance in a manner so as not to result in any liability of Company for failure to comply all material respects with the applicable provisions of ERISA, the Code, and all other applicable lawlaws, including ERISA and the Coderegulations and interpretations thereunder; no Termination Event has occurred (ii) allow to exist any Accumulated Funding Deficiency with respect to any Employee Benefit Plan, whether or not waived; (iii) terminate any Employee Benefit Plan or withdraw or effect a partial or complete withdrawal (as described in ERISA Section 4203 or 4205) from any Multiemployer Plan, if such termination or withdrawal could subject the Company or any ERISA Affiliate to liability; (iv) fail to the knowledge of Company, no Multiemployer Plan is insolvent make any required installment or in reorganization; no Plan has an accumulated or waived funding deficiency or has applied for an extension of any amortization period within the meaning of other payment required under Section 412 of the CodeCode on or before the due date for such installment or other payment; (v) amend any Employee Benefit Plan so as to result in an increase in current liability for the plan year such that the Company and its Subsidiaries or any ERISA Affiliates have not incurred any liability Affiliate is required to or on account of a provide security to such Employee Benefit Plan pursuant to under Section 409, 502(i), 502(l), 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 401(a)(29) of the Code; no proceedings have been instituted (vi) fail to terminate make any Plan within the last fiscal year; using actuarial assumptions and computation methods consistent with subpart 1 of subtitle E of Title IV of ERISA, to the knowledge of Company, Company and its Subsidiaries and ERISA Affiliates would not have any liability contribution or payment to any Plans which are Multiemployer Plans in the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Multiemployer Plan ending prior to which the Initial Funding Date; no Lien imposed under the Code or ERISA on the assets of Company or any of its Subsidiaries or any ERISA Affiliate exists may be required to make under any agreement relating to such Multiemployer Plan; (vii) enter into any Prohibited Transaction for which a class exemption is not available or is likely to arise on account a private exemption previously has not been obtained from the Department of Labor; (viii) permit the occurrence of any Plan; Company and its Subsidiaries and ERISA Affiliates have made all contributions to each Plan within the time required by law or by the terms of such Plan; and Company and its Subsidiaries and ERISA Affiliates do not maintain or contribute to any employee welfare benefit plan (as defined in Section 3(1) of ERISA and subject to ERISA) which provides benefits to retired employees (other than as required by Section 601 et seq. of ERISA) Reportable Event, or any employee pension benefit plan other event or condition, which could subject either the Company or any ERISA Affiliate to liability; or (as defined in Section 3(2ix) of allow or permit to exist any other event or condition known or that reasonably should be known to the Company which event or condition could subject either the Company or any ERISA and subject Affiliate to ERISA) the obligations with respect to either of which would reasonably be expected to have a Material Adverse Effectliability.

Compliance with ERISA. Except as, in the aggregate, would not reasonably be expected to have a Material Adverse Effect: each Plan has been operated and administered in a manner so as not to result in any liability of Company for failure to comply with the applicable provisions of applicable law, including ERISA and the Code; no Termination Event has occurred with respect to a Plan; to the knowledge of Neither Company, no Multiemployer Plan is insolvent or in reorganization; no Plan has an accumulated or waived funding deficiency or has applied for an extension of any amortization period within the meaning of Section 412 of the Code; Company and its Subsidiaries or any ERISA Affiliates have not incurred any liability to or on account of a Plan pursuant to Section 409, 502(i), 502(l), 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code; no proceedings have been instituted to terminate any Plan within the last fiscal year; using actuarial assumptions and computation methods consistent with subpart 1 of subtitle E of Title IV of ERISA, to the knowledge of Company, Company and its Subsidiaries and ERISA Affiliates would not have any liability to any Plans which are Multiemployer Plans in the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Multiemployer Plan ending prior to the Initial Funding Date; no Lien imposed under the Code or ERISA on the assets of Company or any of its Subsidiaries or any ERISA Affiliate exists or is likely to arise on account of any Plan; Company and its Subsidiaries and ERISA Affiliates have made all contributions to each Plan within the time required by law or by the terms of such Plan; and Company and its Subsidiaries and ERISA Affiliates do not maintain or contribute to any employee welfare benefit plan Controlled Group Member (as defined in Code Section 3(1) of ERISA and subject to ERISA) which provides benefits to retired employees (other than as required 414(n)(6)(B)), nor any business, subsidiary, division or operation acquired by Section 601 et seq. of ERISA) Company or any a Controlled Group Member in the last five years, ever have maintained or sponsored, or contributed to, an employee pension benefit plan (as defined in ERISA Section 3(2)) which is subject to the provisions of Title IV of ERISA. Except as set forth on Schedule 5.15, Company does not maintain or sponsor, nor is a contributing employer to, a pension, profit-sharing, deferred compensation, stock option, employee stock purchase or other employee benefit plan, employee welfare benefit plan, or any other arrangement with its employees. Further: (i) With respect to Plans which qualify as "group health plans" under Section 4980B of the Internal Revenue Code and Section 607(1) of ERISA and related regulations (relating to the benefit continuation rights imposed by "COBRA"), Company and Stockholders have complied (and on the Closing Date will have complied), in all respects with all reporting, disclosure, notice, election and other benefit continuation requirements imposed thereunder as and when applicable to such plans, and Company has no (and will incur no) direct or indirect liability and is not (and will not be) subject to ERISA) any loss, assessment, excise tax penalty, loss of federal income tax deduction or other sanction, arising on account of or in respect of any direct or indirect failure by Company and Stockholders or any of them, any time prior to the obligations Closing Date to comply with any such federal or state benefit continuation requirement, which is capable of being assessed or asserted before or after the Closing Date directly or indirectly against Company or Stockholders, or any of them with respect to either such group health plans. (ii) With respect to any Plan which qualifies as a group health plan, such plan is insured by third parties and all premiums have been paid on a timely basis and are paid in full as of which would reasonably be expected the Closing Date or, to the extent such plan is not fully insured, all self insured obligations have a Material Adverse Effectbeen met as of the Closing Date and are fully reflected in the plan's financial statements. To the extent that any of the Company's group health plans are retrospectively rated, there are no liabilities capable of assertion against the Company in respect of claims already incurred and present.

Compliance with ERISA. Except asas set forth on Schedule 3.16, the Company has made available to the Purchaser true and complete copies of each Employment Agreement and each material Company Benefit Plan, as well as certain related documents, including, but not limited to, (a) the actuarial report for such Company Benefit Plan (if applicable) for each of the last two years, (b) the most recent determination letter from the IRS (if applicable) for such Company Benefit Plan, (c) the two most recent annual reports (Series 5500 and related schedules) required under ERISA (if any), (d) the most recent summary plan descriptions (with all material modifications) and (e) all material communications to any current or former employees of the Company relating to any material Company Benefit Plan or Employment Agreement. Except as would not, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect: (A) each Plan of the Company Benefit Plans has been operated and administered in a manner all material respects in compliance with its terms and all applicable Laws; (B) each of the Company Benefit Plans intended to be "qualified" within the meaning of Section 401(a) of the Code is so as not to result in any liability of Company for failure to comply with the applicable provisions of applicable lawqualified; and (C) there are no pending, including ERISA and the Code; no Termination Event has occurred with respect to a Plan; or to the knowledge of Company, no Multiemployer Plan threatened claims (other than routine claims for benefits) by, on behalf of or against any of the Company Benefit Plans or any trusts related thereto or pursuant to any Employment Agreement. Neither the Company nor any ERISA Affiliate currently sponsors, maintains or contributes to, and is insolvent not required to contribute to, nor has ever sponsored, maintained or in reorganization; no Plan has an accumulated contributed to, and been required to contribute to, or waived funding deficiency or has applied for an extension of incurred any amortization period liability with respect to any "employee benefit plan" (within the meaning of Section 412 3(3) of ERISA) that is subject to Section 302 of the Code; Company and its Subsidiaries Code or any ERISA Affiliates have not incurred any liability to or on account of a Plan pursuant to Section 409, 502(i), 502(l), 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code; no proceedings have been instituted to terminate any Plan within the last fiscal year; using actuarial assumptions and computation methods consistent with subpart 1 of subtitle E of Title IV of ERISA. No non-exempt "prohibited transaction," within the meaning of Section 4975 of the Code or Section 406 of ERISA, has occurred with respect to any Company Benefit Plan which could, individually or in the aggregate, reasonably be expected to result in a material liability to the Company. No material liability under any Company Benefit Plan has been funded nor has any such obligation been satisfied with the purchase of a contract from an insurance company as to which the Company has received notice that such insurance company is insolvent or is in rehabilitation or any similar proceeding. No Company Benefit Plan is under audit or, to the knowledge of the Company, investigation by, or is the subject of a proceeding with respect to, the IRS, the Department of Labor or the Pension Benefit Guaranty Corporation, and, to the knowledge of the Company, no such audit, investigation or proceeding is threatened. Except as set forth on Schedule 3.16, with respect to each Company and its Subsidiaries and ERISA Affiliates would not have Benefit Plan which provides medical benefits, short-term disability benefits or long-term disability benefits (other than any "pension plan" within the meaning of Section 3(2) of ERISA), all claims incurred by the Company under such Company Benefit Plan are either insured pursuant to a contract of insurance whereby the insurance company bears any risk of loss with respect to such claims or covered under a contract with a health maintenance organization pursuant to which such health maintenance organization bears the liability to any Plans which are Multiemployer Plans for such claims. Except as set forth on Schedule 3.16 hereto or disclosed in the event of a complete withdrawal therefrom, as of SEC Reports filed with the close of the most recent fiscal year of each such Multiemployer Plan ending Commission prior to the Initial Funding Date; no Lien imposed date hereof, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (either alone or in conjunction with any other event such as termination of employment) (i) result in, or cause any increase, acceleration or vesting of, any payment, benefit or award under the Code any Company Benefit Plan or ERISA Employment Agreement to any director or employee of Company or any of its Subsidiaries, (ii) give rise to any obligation to fund for any such payments, awards or benefits, (iii) give rise to any limitation on the assets ability of the Company or any of its Subsidiaries to amend or terminate any Company Benefit Plan, or (iv) result in any payment or benefit that will or may be made by the Company or any of its Subsidiaries or affiliates that will be characterized as an "excess parachute payment," within the meaning of Section 280G of the Code. Except as set forth on Schedule 3.16, neither the Company nor any ERISA Affiliate exists or is likely to arise on account of any Plan; Company and its Subsidiaries and or ERISA Affiliates have made all contributions has any liability to each Plan within the time required by law provide any post-retirement or by the terms of such Plan; and Company and its Subsidiaries and ERISA Affiliates do not maintain post-termination life, health, medical or contribute other welfare benefits to any employee welfare benefit plan (as defined current or former employees or beneficiaries or dependents thereof which, individually or in Section 3(1) of ERISA and subject to ERISA) which provides benefits to retired employees (other than the aggregate, is material, except for health continuation coverage as required by Section 601 et seq. 4980B of ERISA) the Code or any employee pension benefit plan (as defined in Section 3(2) Part 6 of Title I of ERISA or applicable state healthcare continuation coverage Laws which, individually or in the aggregate, is at no material expense to the Company and subject to ERISA) the obligations with its Subsidiaries. With respect to either each Company Benefit Plan, there are no understandings, agreements or undertakings that would prevent the Company from amending or terminating such Company Benefit Plan at any time without incurring material liability thereunder other than in respect of which would reasonably be expected accrued obligations and medical or welfare claims incurred prior to have a Material Adverse Effectsuch amendment or termination.

Compliance with ERISA. (i) Except as, in the aggregate, as would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect: each Plan has been operated (A) the Company, its Subsidiaries and administered any trade or business (whether or not incorporated) that, together with the Company and its Subsidiaries, is treated as a single employer under Section 414(b) or (c) of the Code, or, solely for purposes of Section 302 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and Section 412 of the Code, is treated as a single employer under Section 414 of the Code (the “ERISA Affiliates”), are in a manner so as not to result in any liability of Company for failure to comply compliance with the applicable provisions of applicable law, including ERISA and the Codeprovisions of the Code relating to ERISA Plans and the regulations and published interpretations thereunder; (B) other than as a result of the filing of the Chapter 11 Cases, no Termination Event “Reportable Event” as defined in Section 4043(c) of ERISA or the regulations issued thereunder, other than those events as to which the 30- day notice period referred to in Section 4043(c) of ERISA has occurred been waived, with respect to a Plan; an ERISA Plan (other than an ERISA Plan maintained by an ERISA Affiliate that is considered an ERISA Affiliate only pursuant to the knowledge of Company, no Multiemployer Plan is insolvent subsection (m) or in reorganization; no Plan has an accumulated or waived funding deficiency or has applied for an extension of any amortization period within the meaning (o) of Section 412 414 of the Code; Company and its Subsidiaries or any ERISA Affiliates have not incurred any liability ) has occurred during the past five (5) years as to or on account of a Plan pursuant to Section 409, 502(i), 502(l), 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of which the Code; no proceedings have been instituted to terminate any Plan within the last fiscal year; using actuarial assumptions and computation methods consistent with subpart 1 of subtitle E of Title IV of ERISA, to the knowledge of Company, Company and its Subsidiaries and ERISA Affiliates would not have any liability to any Plans which are Multiemployer Plans in the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Multiemployer Plan ending prior to the Initial Funding Date; no Lien imposed under the Code or ERISA on the assets of Company or any of its Subsidiaries or any ERISA Affiliate exists was required to file a report with the Pension Benefit Guaranty Corporation, other than reports that have been filed; (C) other than as a result of the filing of the Chapter 11 Cases, no ERISA Event has occurred or is likely reasonably expected to arise on account occur; and (D) neither the Company nor any of any Plan; Company and its Subsidiaries and or any ERISA Affiliates have made all contributions to each Affiliate has received any written notification that any Multiemployer Plan is in reorganization or has been terminated within the time required by law meaning of Title IV of ERISA, or by has knowledge that any Multiemployer Plan is reasonably expected to be in reorganization or to be terminated. For purposes of this Agreement, “ERISA Event” shall mean (a) any Reportable Event, (b) the terms of such Plan; and Company and its Subsidiaries and ERISA Affiliates do not maintain or contribute existence with respect to any employee welfare benefit plan ERISA Plan of an “accumulated funding deficiency” (as defined in Section 3(1412 of the Code or Section 302 of ERISA), whether or not waived, (c) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA and subject of an application for a waiver of the minimum funding standard with respect to ERISAany ERISA Plan, the failure to make by its due date a required installment under Section 412(m) which provides benefits of the Code with respect to retired employees (other than as any ERISA Plan or the failure to make any required by Section 601 et seq. of ERISA) or any employee pension benefit plan contribution to a Multiemployer Plan (as defined in Section 3(24001(a)(3) of ERISA and subject to ERISA), (d) the obligations with respect to either incurrence by the Company, any of which would reasonably be expected to have a Material Adverse Effect.its Subsidiaries or any

Compliance with ERISA. Except asas disclosed on Schedule 5.10: (a) No Loan Party has any Plan. Each Plan is in compliance in all material respects with the applicable provisions of ERISA, in the aggregateCode, would and other federal, state, provincial and territorial laws except to the extent any such noncompliance could not reasonably be expected to have a Material Adverse Effect: each . Each Plan that is intended to qualify under Section 401(a) of the Code has been operated and administered in received a manner so as not to result in any liability of Company favorable determination letter from the Internal Revenue Service or an application for failure to comply with such a letter is currently being processed by the applicable provisions of applicable law, including ERISA and the Code; no Termination Event has occurred Internal Revenue Service with respect to a Plan; thereto and, to the knowledge of CompanyBorrower, nothing has occurred which would prevent, or cause the loss of, such qualification, in each case except to the extent #95787455v10 the failure to obtain such determination letter, make application therefor or retain such qualification could not reasonably be expected to have a Material Adverse Effect. Each Loan Party and ERISA Affiliate has in all material respects met all applicable requirements under the Code and ERISA, and no Multiemployer Plan is insolvent application for a waiver of the minimum funding standards or in reorganization; no Plan has an accumulated or waived funding deficiency or has applied for an extension of any amortization period within the meaning of Section 412 of the Code; Company and its Subsidiaries or any ERISA Affiliates have not incurred any liability to or on account of a Plan pursuant to Section 409, 502(i), 502(l), 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code; no proceedings have has been instituted to terminate any Plan within the last fiscal year; using actuarial assumptions and computation methods consistent with subpart 1 of subtitle E of Title IV of ERISA, to the knowledge of Company, Company and its Subsidiaries and ERISA Affiliates would not have any liability to any Plans which are Multiemployer Plans in the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Multiemployer Plan ending prior to the Initial Funding Date; no Lien imposed under the Code or ERISA on the assets of Company or any of its Subsidiaries or any ERISA Affiliate exists or is likely to arise on account of any Plan; Company and its Subsidiaries and ERISA Affiliates have made all contributions to each Plan within the time required by law or by the terms of such Plan; and Company and its Subsidiaries and ERISA Affiliates do not maintain or contribute to any employee welfare benefit plan (as defined in Section 3(1) of ERISA and subject to ERISA) which provides benefits to retired employees (other than as required by Section 601 et seq. of ERISA) or any employee pension benefit plan (as defined in Section 3(2) of ERISA and subject to ERISA) the obligations with respect to either of which would any Plan, except to the extent such events or circumstances could not reasonably be expected to have a Material Adverse Effect. (b) There are no pending or, to the knowledge of Borrower, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan that could reasonably be expected to have a Material Adverse Effect. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan that has resulted in or could reasonably be expected to have a Material Adverse Effect. (i) No ERISA Event has occurred or is reasonably expected to occur; (ii) no Pension Plan has any Unfunded Pension Liability ; (iii) no Loan Party or ERISA Affiliate has incurred, or reasonably expects to incur, any material liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Section 4201 of ERISA with respect to a Multiemployer Plan; (iv) no Loan Party or ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or 4212(c) of ERISA; and (v) as of the most recent valuation date for any Pension Plan, the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) is at least 60%, and no Loan Party or ERISA Affiliate knows of any fact or circumstance that could reasonably be expected to cause the funding target attainment percentage for any such plan to drop below 60% as of such date, except to the extent such events or circumstances could not reasonably be expected to have a Material Adverse Effect.

Compliance with ERISA. Except as, in the aggregate, would not reasonably be expected (a) Neither Borrower nor any ERISA Affiliate has a Pension Plan which is subject to have a Material Adverse Effect: each Plan has been operated and administered in a manner so as not to result in any liability Part 3 of Company for failure to comply with the applicable provisions Subtitle B of applicable law, including Title 1 of ERISA and the Code; no Termination Event has occurred with respect to a Plan; to the knowledge of Company, no Multiemployer Plan is insolvent or in reorganization; no Plan has an accumulated or waived funding deficiency or has applied for an extension of any amortization period within the meaning of Section 412 of the Code; Company and its Subsidiaries or ; (b) neither Borrower nor any ERISA Affiliates have not incurred Affiliate maintains or has maintained, contributes to or has contributed to, or has any liability or contingent liability with respect to or on account of a Pension Plan pursuant subject to Section 409, 502(i), 502(l), 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code; no proceedings have been instituted to terminate any Plan within the last fiscal year; using actuarial assumptions and computation methods consistent with subpart 1 of subtitle E of Title IV of ERISA; (c) neither Borrower nor any ERISA Affiliate maintains or has maintained, contributes to or has contributed to, or has any liability or contingent liability with respect to a Multiemployer Plan; (d) neither Borrower nor any ERISA Affiliate has any contingent liability with respect to any post-retirement benefit under a welfare plan (as such term is defined in Section 3(1) of ERISA) other than liability for continuation coverage described in Part 6 of Title 1 of ERISA; (e) to the best knowledge of Company, Company Borrower and its Subsidiaries Subsidiaries, Borrower and all Plans contributed to or maintained by any of them are in compliance in all material respects with all applicable provisions of ERISA Affiliates would not have and the Code and with the applicable law and administrative requirements of any liability to any relevant jurisdiction and the regulations and published interpretations thereunder, including, without limitation, the provisions of ERISA and the Code requiring continuation coverage under Plans which are Multiemployer Plans in the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Multiemployer Plan ending prior group health plans subject to the Initial Funding Date; no Lien imposed under the Code Consolidated Omnibus Budget Reconciliation Act of 1985 or ERISA on the assets of Company or similar law; (f) neither Borrower nor any of its Subsidiaries or any ERISA Affiliate exists or is likely to arise on account of any Plan; Company and its Subsidiaries and ERISA Affiliates have made all contributions to each Plan within the time required by law or by the terms of such Plan; and Company and its Subsidiaries and ERISA Affiliates do not maintain or contribute is a party in interest with respect to any employee welfare benefit plan (as defined in Section 3(13(3) of ERISA and subject to ERISA) which provides benefits to retired employees (other than as required by Section 601 et seq. of ERISA) other than a Plan; (g) neither Borrower nor any of its ERISA Affiliates has breached any of the responsibilities, obligations or duties imposed upon any employee pension benefit plan (as defined of such Persons by the Code or ERISA which breach has given rise, or could give rise in Section 3(2) of ERISA and subject the future to ERISA) the obligations with respect any obligation to either of which pay money that would reasonably be expected to have a Material Adverse EffectEffect on any of such Persons; (h) there are no actions, suits or claims other than for routine claims for benefits pending or threatened, involving the Plans that would have a Material Adverse Effect ; and (i) all required reports and descriptions of the Plans of Borrower or its ERISA Affiliates (including but not limited to Form 5500 Annual Reports, Summary Annual Reports and Summary Plan Descriptions) have been timely filed and distributed, and any notices required by ERISA or the Code or the law of any other applicable jurisdiction or any ruling or regulation of any administrative agency of any applicable jurisdiction with respect to such Plans, including but not limited to any notices required by Section 204(h) or Section 606 of ERISA or Section 4980B of the Code have been appropriately given.

Compliance with ERISA. Except asThe Company and its Significant Subsidiaries and any “employee benefit plan” (as defined under Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “ERISA”)) established or maintained by the Company, its Significant Subsidiaries or their “ERISA Affiliates” (as defined below) during the past three years are in the aggregate, would not reasonably be expected to have a Material Adverse Effect: each Plan has been operated and administered compliance in a manner so as not to result in any liability of Company for failure to comply all material respects with the applicable provisions of applicable law, including ERISA and the Code; no Termination Event has occurred all other law applicable to such plans. “ERISA Affiliate” means, with respect to the Company or its Significant Subsidiaries, any member of any group of organizations described in Sections 414(b), (c), (m) or (o) of the Internal Revenue Code of 1986, as amended, and the regulations and published interpretations thereunder (the “Code”) of which the Company or any such Significant Subsidiary is a Plan; member. No “reportable event” (as defined under Section 4043 of ERISA), other than an event for which the notice requirement is waived, has occurred or is reasonably expected to occur with respect to any “employee benefit plan” established or maintained by the Company, its Significant Subsidiaries or any of their ERISA Affiliates during the past three years. No “employee benefit plan” established or maintained by the Company, its Significant Subsidiaries or any of their ERISA Affiliates during the past three years has any accumulated funding deficiency (as defined under Section 302 of ERISA). Neither the Company, its Significant Subsidiaries nor any of their ERISA Affiliates has incurred or reasonably expects to incur any liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “employee benefit plan” or (ii) Sections 412, 4971, 4975 or 4980B of the Code, which has not been satisfied prior to the date hereof. To the knowledge of the Company, no Multiemployer Plan is insolvent each “employee benefit plan” established or in reorganization; no Plan has an accumulated or waived funding deficiency or has applied for an extension of any amortization period within maintained by the meaning of Section 412 of the Code; Company and Company, its Significant Subsidiaries or any of their ERISA Affiliates have not incurred any liability during the past three years that is intended to or on account of a Plan pursuant to be qualified under Section 409, 502(i), 502(l), 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 401(a) of the Code; no proceedings have been instituted Code is so qualified and nothing has occurred, whether by action or failure to terminate any Plan within act, which would cause the last fiscal year; using actuarial assumptions and computation methods consistent with subpart 1 of subtitle E of Title IV of ERISA, to the knowledge of Company, Company and its Subsidiaries and ERISA Affiliates would not have any liability to any Plans which are Multiemployer Plans in the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Multiemployer Plan ending prior to the Initial Funding Date; no Lien imposed under the Code or ERISA on the assets of Company or any of its Subsidiaries or any ERISA Affiliate exists or is likely to arise on account of any Plan; Company and its Subsidiaries and ERISA Affiliates have made all contributions to each Plan within the time required by law or by the terms loss of such Plan; and Company and its Subsidiaries and ERISA Affiliates do not maintain or contribute to any employee welfare benefit plan (as defined in Section 3(1) of ERISA and subject to ERISA) which provides benefits to retired employees (other than as required by Section 601 et seq. of ERISA) or any employee pension benefit plan (as defined in Section 3(2) of ERISA and subject to ERISA) the obligations with respect to either of which would reasonably be expected to have a Material Adverse Effectqualification.

Compliance with ERISA. Except asTo the best of JCC Holdings' Knowledge, in the aggregate, would not reasonably be expected to have a Material Adverse Effect: each Plan has been operated and administered is in a manner so as not to result in any liability of Company for failure to comply substantial compliance with the applicable provisions of applicable law, including ERISA and the Code; no Termination Reportable Event has occurred with respect to a Plan; to the knowledge of Company, no Multiemployer Plan is insolvent or in reorganization; no 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 has applied for an extension of any amortization period within the meaning of Section 412 of the Code; Company and all contributions required to be made with respect to a Plan have been timely made; neither JCC Holding nor any of its Subsidiaries or nor any ERISA Affiliates have not Affiliate has incurred any material liability to or on account of a Plan pursuant to Section 409, 502(i), 502(l), 515, 4062, 4063, 4064, 4069, 4201 4201, 4204 or 4204 4212 of ERISA or Section 401(a)(29), 4971 or 4975 of the CodeCode or 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 to terminate or appoint a trustee to administer any Plan; no condition exists which presents a material risk to JCC Holding or any of its Subsidiaries or any ERISA Exhibit B - 9 105 Affiliate of incurring a liability to or on account of a Plan within the last fiscal year; using actuarial assumptions and computation methods consistent with subpart 1 of subtitle E of Title IV of ERISA, pursuant to the knowledge foregoing provisions of Company, Company ERISA and its Subsidiaries and ERISA Affiliates would not have any liability to any Plans which are Multiemployer Plans in the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Multiemployer Plan ending prior to the Initial Funding DateCode; no Lien lien imposed under the Code or ERISA on the assets of Company JCC Holding or any of its Subsidiaries or any ERISA Affiliate exists or is likely to arise on account of any Plan; Company and JCC Holding and its Subsidiaries and ERISA Affiliates have made all may cease contributions to each Plan within or terminate any employee benefit plan maintained by any of them without incurring any material liability. The representations and warranties in this Section 10 shall only apply insofar as the time required by law matters referred to in this Section 10 present a risk of material liability to JCC Holding or by the terms any of such Plan; and Company and its Subsidiaries and or ERISA Affiliates do not maintain or contribute Affiliates. With respect to any employee welfare benefit a multi-employer plan (as defined in Section 3(14001(a)(3) of ERISA, it is understood and agreed that the representations and warranties of this Section 10 are based solely on nonreceipt by JCC Holding or its Subsidiaries or ERISA Affiliates of written notice from the PBGC or a Plan Administrator referring to material violations or material liabilities affecting JCC Holding or its Subsidiaries or ERISA Affiliates in respect of the matters referred to in such representations and subject to ERISA) which provides benefits to retired employees (other than as required by Section 601 et seq. of ERISA) or any employee pension benefit plan (as defined in Section 3(2) of ERISA and subject to ERISA) the obligations with respect to either of which would reasonably be expected to have a Material Adverse Effectwarranties.

Compliance with ERISA. Except as, (i) Each Plan is in the aggregate, would not reasonably be expected to have a Material Adverse Effect: each Plan has been operated and administered in a manner so as not to result in any liability of Company for failure to comply substantial compliance with the applicable provisions of applicable law, including ERISA and the Code; no Termination Reportable Event has occurred with respect to a Plan; to the knowledge of Company, no Multiemployer Plan is insolvent or in reorganization; no Plan has an Unfunded Current Liability; no Plan has an accumulated or waived funding deficiency or has applied for an extension of any amortization period within the meaning of Section 412 of the Code; Company and its Subsidiaries Code (other than where the failure to do so would not result in a material liability to the Borrower or any Subsidiary); all contributions required to be made with respect to a Plan and a Foreign Pension Plan have been timely made; neither the Company nor any Subsidiary of the Company nor any ERISA Affiliates have not Affiliate has incurred any material liability to or on account of a Plan pursuant to Section 409, 502(i), 502(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 CodeCode which has not been satisfied or expects to incur any material liability (including any indirect, contingent, or secondary liability) under any of the foregoing Sections with respect to any Plan; no proceedings have been instituted to terminate or appoint a trustee to administer any Plan; no condition exists which presents a material risk to the Company or any Subsidiary of the Company or any ERISA Affiliate of incurring a liability to or on account of a Plan within pursuant to the last fiscal yearforegoing provisions of ERISA and the Code; using actuarial assumptions and computation methods consistent with subpart Part 1 of subtitle E of Title IV of ERISA, to the knowledge annual aggregate liabilities of Company, the Company and its Subsidiaries and its ERISA Affiliates would not have any liability to any all Plans which are Multiemployer Plans multiemployer plans (as defined in Section 4001(a)(3) of ERISA) in the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Multiemployer Plan ending ended prior to the Initial Funding Datedate of the most recent Credit Event, would not exceed $50,000; no Lien lien imposed under the Code or ERISA on the assets of the Company or any Subsidiary of its Subsidiaries the Company or any ERISA Affiliate exists or is likely to arise on C/M 11752.0000 414856.1 account of any Plan; and the Company and its Subsidiaries and ERISA Affiliates have made all may cease contributions to or terminate any employee benefit plan maintained by any of them without incurring any material liability. (ii) Each Foreign Pension Plan has been maintained in substantial compliance with its terms and with the requirements of any and all applicable laws, statutes, rules, regulations and orders and has been maintained, where required, in good standing with applicable regulatory authorities. Neither the Company nor any of its Subsidiaries has incurred any obligation in connection with the termination of or withdrawal from any Foreign Pension Plan. The present value of the accrued benefit liabilities (whether or not vested) under each Plan within Foreign Pension Plan, determined as of the time required by law or by end of the terms Company's most recently ended fiscal year on the basis of actuarial assumptions, each of which is reasonable, did not exceed the current value of the assets of such Plan; and Company and its Subsidiaries and ERISA Affiliates do not maintain or contribute Foreign Pension Plan allocable to any employee welfare such benefit plan (as defined in Section 3(1) of ERISA and subject to ERISA) which provides benefits to retired employees (other than as required by Section 601 et seq. of ERISA) or any employee pension benefit plan (as defined in Section 3(2) of ERISA and subject to ERISA) the obligations with respect to either of which would reasonably be expected to have a Material Adverse Effectliabilities.

Compliance with ERISA. Except asNone of the Company, any of its Subsidiaries nor any ERISA Affiliate maintains or contributes to any Benefit Plan or Multiemployer Plan except for the Benefit Plans and Multiemployer Plans set forth on Schedule 5.6. Each Plan is maintained and is funded in all material respects in accordance with its terms and in compliance with all provisions of ERISA and the aggregateCode applicable thereto, would and the Company and each of its Subsidiaries and each ERISA Affiliate has fulfilled in all material respects its obligations related to the minimum funding standards of ERISA and the Code for each Plan, is in compliance in all material respects with the currently applicable provisions of ERISA and of the Code relating to the qualification with respect to each Plan intended to be so qualified and has not incurred any material liability (other than routine liability for premiums) under Title IV of ERISA. No Termination Event has occurred which has resulted in liability which either has not been satisfied or is not reflected on the Company's financial statements, nor has any other event occurred that is likely to result in a Termination Event which could reasonably be expected to have a Material Adverse Effect. No event or events have occurred in connection with which the Company or any of its Subsidiaries, any ERISA Affiliate, or any Plan, directly or indirectly, is likely to be subject to any liability under ERISA, the Code or any other 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 expected to have a Material Adverse Effect. The Company has made available to the Holders true, correct and complete copies of the following documents: each Plan has and all amendments thereto, all written interpretations thereof and written descriptions thereof that have been operated distributed to employees or former employees of the Company and administered in a manner so as not to result in any liability each of Company for failure to comply with its Subsidiaries or the applicable provisions of applicable lawERISA Affiliates, including ERISA and the Code; no Termination Event has occurred most recent determination letter issued by the Internal Revenue Service with respect to a each Plan; , for the three most recent plan years, Annual Reports on Form 5500 Series required to the knowledge of Companybe filed with any Governmental Authority for each Plan, no Multiemployer Plan is insolvent or in reorganization; no Plan has an accumulated or waived funding deficiency or has applied all actuarial reports prepared for an extension of any amortization period within the meaning of Section 412 of the Code; Company and its Subsidiaries or any ERISA Affiliates have not incurred any liability to or on account of a Plan pursuant to Section 409, 502(i), 502(l), 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code; no proceedings have been instituted to terminate any Plan within the last fiscal year; using actuarial assumptions and computation methods consistent three plan years for each Benefit Plan, a listing of all Multiemployer Plans, with subpart 1 of subtitle E of Title IV of ERISA, to the knowledge of Company, Company and its Subsidiaries and ERISA Affiliates would not have any liability to any Plans which are Multiemployer Plans in the event of a complete withdrawal therefrom, as of the close aggregate amount of the most recent fiscal year of each such Multiemployer Plan ending prior annual contributions required to be made by the Initial Funding Date; no Lien imposed under the Code or ERISA on the assets of Company or any of its Subsidiaries or any ERISA Affiliate exists to each such plan and copies of the collective bargaining agreements requiring such contributions, any information that has been provided to the Company or is likely to arise on account any of any Plan; Company and its Subsidiaries and or any ERISA Affiliates have made all contributions to each Plan within Affiliate regarding withdrawal liability under any Multiemployer Plan. None of the time required by law Company or by the terms any of such Plan; and Company and its Subsidiaries and ERISA Affiliates do not maintain has made, or contribute has any obligation to any employee welfare benefit plan (as defined in Section 3(1) make, annual payments to former employees of ERISA and subject to ERISA) which provides benefits to retired employees (other than as required by Section 601 et seq. of ERISA) the Company or any employee pension benefit plan (as defined in Section 3(2) of its Subsidiaries or any ERISA and subject to ERISA) the obligations with respect to either of which would reasonably be expected to have a Material Adverse EffectAffiliate under any Retiree Health Plan.

Compliance with ERISA. Except as, (a) The Company and each ERISA Affiliate have operated and administered each Plan in the aggregate, compliance with all applicable laws except for such instances of noncompliance as have not resulted in and would not reasonably be expected to have result in a Material Adverse Effect: each Plan . Neither the Company nor any ERISA Affiliate has been operated incurred any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans (as defined in section 3 of ERISA), and administered in a manner so as not no event, transaction or condition has occurred or exists that would reasonably be expected to result in the incurrence of any such liability by the Company or any ERISA Affiliate, or in the imposition of any Lien on any of the rights, properties or assets of the Company for failure or any ERISA Affiliate, in either case pursuant to comply with Title I or IV of ERISA or to such penalty or excise tax provisions, or to Code section 401(a)(29) or 412, as augmented by Code sections 436 and 430, respectively, effective January 1, 2008, other than such liabilities or Liens as would not be individually or in the applicable provisions aggregate Material. (b) None of applicable law, including ERISA and the Code; no Termination Event has occurred with respect to a Plan; Plans that are subject to the knowledge minimum funding requirements of Companysection 412 of the Code or section 302 of ERISA, no Multiemployer Plan is insolvent nor any trust established thereunder, have incurred any “accumulated funding deficiency” or “liquidity shortfall” (as those terms are defined in reorganization; no Plan has an accumulated section 302 of ERISA or waived funding deficiency or has applied for an extension of any amortization period within the meaning of Section section 412 of the Code; ), whether or not waived. (c) The Company and its Subsidiaries or any ERISA Affiliates have not incurred any liability withdrawal liabilities (and are not subject to or on account of a Plan pursuant to Section 409, 502(i), 502(l), 4062, 4063, 4064, 4069, contingent withdrawal liabilities) under section 4201 or 4204 of ERISA in respect of Multiemployer Plans that individually or Section 4971 or 4975 in the aggregate are Material. (d) The postretirement benefit obligations (determined as of the last day of the Company’s most recently ended fiscal year in accordance with Financial Accounting Standards Board Statement No. 106, without regard to liabilities attributable to continuation coverage mandated by section 4980B of the Code; no proceedings have been instituted to terminate any Plan within ) of the last fiscal year; using actuarial assumptions and computation methods consistent with subpart 1 of subtitle E of Title IV of ERISA, to the knowledge of Company, Company and its Subsidiaries have been determined in accordance with GAAP and are reflected in footnote 6 of the Company’s audited financial statements for its most recently ended fiscal year. (e) The execution and delivery of this Agreement and the issuance and sale of the Notes hereunder will not involve any transaction that is subject to the prohibitions of section 406 of ERISA Affiliates would not have any liability or in connection with which a tax could be imposed pursuant to any Plans which are Multiemployer Plans section 4975(c)(1)(A)–(D) of the Code. The representation by the Company to each Purchaser in the event first sentence of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Multiemployer Plan ending prior to the Initial Funding Date; no Lien imposed under the Code or ERISA on the assets of Company or any of its Subsidiaries or any ERISA Affiliate exists or this Section 5.12(e) is likely to arise on account of any Plan; Company and its Subsidiaries and ERISA Affiliates have made all contributions to each Plan within the time required by law or by the terms of such Plan; and Company and its Subsidiaries and ERISA Affiliates do not maintain or contribute to any employee welfare benefit plan (as defined in Section 3(1) of ERISA reliance upon and subject to ERISA) which provides benefits to retired employees (other than as required by Section 601 et seq. the accuracy of ERISA) or any employee pension benefit plan (as defined such Purchaser’s representation in Section 3(2) 6.2 as to the sources of ERISA and subject the funds used to ERISA) pay the obligations with respect purchase price of the Notes to either of which would reasonably be expected to have a Material Adverse Effectpurchased by such Purchaser.

Compliance with ERISA. Except asSchedule 3.16 of the Company Disclosure Letter sets forth the name of each Company Benefit Plan. The Company has made available to the Purchaser true and complete copies of each Company Benefit Plan, in as well as all material related documents, including, but not limited to, (a) the aggregateactuarial report for such Company Benefit Plan (if applicable) for each of the last two (2) years, would not reasonably be expected to have a Material Adverse Effect: each Plan (b) the most recent determination letter from the IRS (if applicable) for such Company Benefit Plan, (c) the two (2) most recent annual reports (Series 5500 and related schedules) required under ERISA (if any) and (d) the most recent summary plan descriptions (with all material modifications). Each of the Company Benefit Plans has been operated and administered in a manner all material respects in compliance with its terms and all applicable laws and regulations relating thereto, and there has been no notice issued by any governmental authority questioning or challenging such compliance. Each of the Company Benefit Plans intended to be “qualified” within the meaning of Section 401(a) of the Code is so as qualified, and no circumstance exists which might cause such Company Benefit Plan to cease being so qualified. There are no pending, or to the Knowledge of Company, threatened Actions or Claims (other than routine Actions for benefits) by, on behalf of or against any of the Company Benefit Plans or any trusts or assets related thereto. Neither the Company nor any current or former ERISA Affiliate currently sponsors, maintains or contributes to, and is not required to result in contribute to, nor has ever sponsored, maintained or contributed to, or been required to contribute to, incurred any liability liability, or has any potential liability, with respect to any “employee benefit plan” (within the meaning of Company for failure Section 3(3) of ERISA) that is subject to comply with Section 302 of the applicable provisions Code or Title IV of applicable lawERISA. No non-exempt “prohibited transaction,” within the meaning of Section 4975 of the Code or Section 406 of ERISA, including ERISA and the Code; no Termination Event has occurred with respect to any Company Benefit Plan which could, individually or in the aggregate, reasonably be expected to result in a Plan; material liability to the knowledge of Company, . The Company has no Multiemployer Plan is insolvent or in reorganization; no Plan has an accumulated or waived funding deficiency or has applied for an extension material liability of any amortization period within the meaning of Section 412 of the Code; Company and its Subsidiaries kind whatsoever, whether direct, indirect, contingent, or any ERISA Affiliates have not incurred any liability to or otherwise (i) on account of a Plan pursuant to Section 409, 502(i), 502(l), 4062, 4063, 4064, 4069, 4201 or 4204 any violation of the health care requirements of Part 6 of Title I of ERISA or Section 4971 or 4975 4980B of the Code; no proceedings have been instituted to terminate any Plan within the last fiscal year; using actuarial assumptions and computation methods consistent with subpart 1 of subtitle E of Title IV , or (ii) under Section 502(i) or Section 502(l) of ERISA. No material liability under any Company Benefit Plan has been funded nor has any such obligation been satisfied with the purchase of a contract from an insurance company as to which the Company has received notice that such insurance company is insolvent or is in rehabilitation or any similar proceeding. No Company Benefit Plan is under audit or is the subject of a proceeding with respect to, or, to the knowledge Knowledge of the Company, investigation by, the IRS, the Department of Labor or the Pension Benefit Guaranty Corporation, and, to the Knowledge of the Company, no such audit, investigation or proceeding is threatened. Except as set forth on Schedule 3.16 of the Company and its Subsidiaries and ERISA Affiliates would not have Disclosure Letter, with respect to each Company Benefit Plan which provides medical benefits, short-term disability benefits or long-term disability benefits (other than any “pension plan” within the *CONFIDENTIAL TREATMENT REQUESTED meaning of Section 3(2) of ERISA), all Claims incurred by the Company under such Company Benefit Plan are either insured pursuant to a contract of insurance whereby the insurance company bears any risk of loss with respect to such Claims or covered under a contract with a health maintenance organization pursuant to which such health maintenance organization bears the liability to any Plans which are Multiemployer Plans for such Claims. Except as set forth on Schedule 3.16 of the Company Disclosure Letter or disclosed in the event of a complete withdrawal therefrom, as of SEC Reports filed with the close of the most recent fiscal year of each such Multiemployer Plan ending Commission prior to the Initial Funding Date; no Lien imposed date hereof, neither the execution and delivery of this Agreement, the Transaction Agreements nor the transactions contemplated thereby will (either alone or in conjunction with any other event such as termination of employment) (i) result in, or cause any increase, acceleration or vesting of, any payment, benefit or award under the Code any Company Benefit Plan to any director or ERISA employee of Company or any of its Subsidiaries, (ii) give rise to any obligation to fund for any such payments, awards or benefits, (iii) give rise to any limitation on the assets ability of the Company or any of its Subsidiaries to amend or terminate any Company Benefit Plan or (iv) result in any payment or benefit that will or may be made by the Company or any of its Subsidiaries or affiliates that will be characterized as an “excess parachute payment,” within the meaning of Section 280G of the Code. Except as set forth on Schedule 3.16 of the Company Disclosure Letter, neither the Company nor any ERISA Affiliate exists or is likely to arise on account of any Plan; Company and its Subsidiaries and or ERISA Affiliates have made all contributions has any liability to each Plan within the time required by law provide any post-retirement or by the terms of such Plan; and Company and its Subsidiaries and ERISA Affiliates do not maintain post-termination life, health, medical or contribute other welfare benefits to any employee welfare benefit plan (as defined current or former employees or beneficiaries or dependents thereof which, individually or in Section 3(1) of ERISA and subject to ERISA) which provides benefits to retired employees (other than the aggregate, is material, except for health continuation coverage as required by Section 601 et seq. 4980B of ERISA) the Code or any employee pension benefit plan (as defined in Section 3(2) Part 6 of Title I of ERISA or applicable state healthcare continuation coverage laws which, individually or in the aggregate, is at no material expense to the Company and its Subsidiaries. With respect to each Company Benefit Plan, there are no understandings, agreements or undertakings that would prevent the Company from amending or terminating such Company Benefit Plan at any time without incurring material liability thereunder other than in respect of accrued obligations and medical or welfare claims incurred prior to such amendment or termination. All Company Benefit Plans subject to ERISA) Section 409A of the obligations Code are in good faith compliance with respect to either the currently applicable requirements of which would reasonably be expected to have a Material Adverse EffectSection 409A and the regulations, rulings and notices thereunder.

Compliance with ERISA. Except as, in the aggregate, would as could not reasonably be expected to have a Material Adverse Effect: material adverse effect on the performance, business, assets, nature of assets, liabilities, operations, properties, condition (financial or otherwise) or prospects of the Parent and its Subsidiaries taken as a whole (it being agreed that the receipt of the PBGC Letter by the Company, without more, is not expected to have such a material adverse effect) each Employee Benefit Plan has been operated and administered is in a manner so as not to result in any liability of Company for failure to comply substantial compliance with the applicable provisions of applicable law, including ERISA and the Code; no Termination Reportable Event has occurred with respect to a Pension Plan; to the knowledge of Company, no Multiemployer Pension Plan is insolvent or in reorganization; no Pension Plan has an Unfunded Current Liability; no Pension Plan has an accumulated or waived funding deficiency or has applied for an extension of any amortization period within the meaning of Section 412 of the Code; Company all contributions required to be made by the Parent and its Subsidiaries or and their ERISA Affiliates with respect to a Plan have been timely made; neither the Parent nor any of its Subsidiaries nor any ERISA Affiliates have not Affiliate (but only as to the following Sections of ERISA and the Code pursuant to which the Parent could be liable with respect to such ERISA Affiliate) has incurred any material liability to or on account of a Plan pursuant to Section 409, 502(i), 502(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 CodeCode or expects to incur any material liability (including any indirect, contingent or secondary liability) under any of the foregoing Sections with respect to any Plan; no proceedings have been instituted to terminate or appoint a trustee to administer any Pension Plan within and no event or condition has occurred as described in Section 4042 of ERISA; no condition exists which presents a material risk to any of the last fiscal yearParent or any of its Subsidiaries or any ERISA Affiliate (but only as to the foregoing provisions of ERISA and the Code pursuant to which the Parent could be liable with respect to such ERISA Affiliate) of incurring a material liability to or on account of a Plan pursuant to the foregoing provisions of ERISA and the Code; there has been no adoption of any amendment of any Pension Plan requiring the provision of security to such Pension Plan, pursuant to Section 307 of ERISA; using actuarial assumptions and computation methods consistent with subpart 1 Part I of subtitle E of Title IV of ERISA, to the knowledge of Company, Company Parent and its Subsidiaries and their ERISA Affiliates would not have any liability to any Plans Plan which are is a multiemployer plan (as defined in Section 4001(a)(3) of ERISA, a "Multiemployer Plans Plan") in the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Multiemployer Plan ending ended prior to the Initial Funding Datedate of any Credit Event; neither the Parent, any of its Subsidiaries, nor any ERISA Affiliate has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or has been terminated, within the meaning of Title IV of ERISA, and no Multiemployer Plan is reasonably expected to be in reorganization or to be terminated, within the meaning of Title IV of ERISA; no Lien lien imposed under the Code or ERISA on the assets of Company any of the Parent or any of its Subsidiaries or any ERISA Affiliate exists or is likely to arise on account of any Plan; Company and the Parent and its Subsidiaries and ERISA Affiliates have made all contributions to each Plan within not amended, since the time required by law or by the terms of such Plan; and Company and its Subsidiaries and ERISA Affiliates do not maintain or contribute to Effective Date, any employee welfare benefit plan (as defined in Section 3(13(l) of ERISA and subject to ERISA) which provides benefits to retired employees or other former employees (other than as required by Section 601 et seq. of ERISA) or increasing benefits under any employee pension benefit plan (as defined in Section 3(2) of ERISA such Plan, and subject to ERISA) have not adopted, since the obligations with respect to either of which would reasonably be expected to have a Material Adverse EffectEffective Date, any new Plan providing such benefits.

Compliance with ERISA. Except as, The Company and each ERISA Affiliate have operated and administered each Plan in the aggregate, would compliance with all applicable laws except for such instances of noncompliance as have not resulted in and could not reasonably be expected to have result in a Material Adverse Effect: each Plan has been operated and administered in a manner so as not to result in any liability of . Neither the Company for failure to comply with the applicable provisions of applicable law, including ERISA and the Code; no Termination Event has occurred with respect to a Plan; to the knowledge of Company, no Multiemployer Plan is insolvent or in reorganization; no Plan has an accumulated or waived funding deficiency or has applied for an extension of any amortization period within the meaning of Section 412 of the Code; Company and its Subsidiaries or nor any ERISA Affiliates have not Affiliate has incurred any liability to or on account of a Plan pursuant to Section 409, 502(i), 502(l), 4062, 4063, 4064, 4069, 4201 Title I or 4204 IV of ERISA or Section 4971 the penalty or 4975 excise tax provisions of the Code; no proceedings have been instituted Code relating to terminate any Plan within the last fiscal year; using actuarial assumptions and computation methods consistent with subpart 1 of subtitle E of Title IV of ERISA, to the knowledge of Company, Company and its Subsidiaries and ERISA Affiliates would not have any liability to any Plans which are Multiemployer Plans in the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Multiemployer Plan ending prior to the Initial Funding Date; no Lien imposed under the Code or ERISA on the assets of Company or any of its Subsidiaries or any ERISA Affiliate exists or is likely to arise on account of any Plan; Company and its Subsidiaries and ERISA Affiliates have made all contributions to each Plan within the time required by law or by the terms of such Plan; and Company and its Subsidiaries and ERISA Affiliates do not maintain or contribute to any employee welfare benefit plan plans (as defined in Section 3(1) of ERISA and subject to ERISA) which provides benefits to retired employees (other than as required by Section 601 et seq. section 3 of ERISA) ), and no event, transaction or any employee pension benefit plan (as defined in Section 3(2) of ERISA and subject to ERISA) the obligations with respect to either of which condition has occurred or exists that would reasonably be expected to have result in the incurrence of any such liability by the Company or any ERISA Affiliate, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate, in either case pursuant to Title I or IV of ERISA or to such penalty or excise tax provisions or to section 430 or 436 of the Code, other than such liabilities or Liens as would not be individually or in the aggregate Material. The Company, on behalf of Wausau Paper Xxxxx, LLC, is in discussions concerning the PBGC's assertion of liability under ERISA on the part of Wausau Paper Xxxxx, LLC to two Plans sponsored by Wausau Paper Xxxxx, LLC. The PBGC has asserted that as a Material Adverse Effectresult of certain cessations of manufacturing operations at the Company's New Hampshire facility on December 31, 2007 and the Company's Maine facility on May 31, 2009, Wausau Paper Xxxxx, LLC became liable for certain obligations to the Plans relating to those facilities under ERISA Section 4062(e). The liability with respect to the New Hampshire facility Plan under ERISA Section 4062(e) was determined by the PBGC to be $900,000, and the liability with respect to the Maine facility Plan under ERISA Section 4062(e) was determined by the PBGC to be $5,500,000. These liabilities are anticipated to be satisfied through the use of credit balances and/or cash contributions over a three year period. While a final agreement with the PBGC has not yet been reached, the Company represents and warrants that these liabilities would not individually or in the aggregate be Material.

Compliance with ERISA. Except as, Each Plan is in the aggregate, would not reasonably be expected to have a Material Adverse Effect: each Plan has been operated and administered in a manner so as not to result in any liability of Company for failure to comply substantial compliance with the applicable provisions of applicable law, including ERISA and the Code; no Termination Reportable Event has occurred with respect to a Plan; to the knowledge of Company, no Multiemployer Plan is insolvent or in reorganization; no Plan has a material Unfunded Current Liability; no Plan has an accumulated or waived funding deficiency deficiency, has permitted decreases in its funding standard account or has applied for an extension of any amortization period within the meaning of Section 412 of the Code; Company and its all contributions required to be made with respect to a Plan have been timely made; none of Holdings, the Borrower nor any of their respective Subsidiaries or nor any ERISA Affiliates have not Affiliate has incurred any material liability to or on account of a Plan pursuant to Section 409, 502(i), 502(l502(1), 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 CodeCode or reasonably expects to incur any material liability under any of the foregoing Sections with respect to any Plan; no proceedings have been instituted to terminate or appoint a trustee to administer any Plan; no condition exists which presents a material risk to Holdings, the Borrower or any of their respective Subsidiaries or any ERISA Affiliate of incurring a material liability to or on account of a Plan within pursuant to the last fiscal yearforegoing provisions of ERISA and the Code; using actuarial assumptions and computation methods consistent with subpart Part 1 of subtitle E of Title IV of ERISA, to the knowledge aggregate liabilities of CompanyHoldings, Company and its the Borrower, their respective Subsidiaries and their ERISA Affiliates would not have any liability to any all Plans which are Multiemployer Plans multiemployer plans (as defined in Section 4001(a)(3) of ERISA) in the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Multiemployer Plan ending ended prior to the Initial Funding Datedate of the most recent Credit Event, would not exceed $5,000,000; no Lien lien imposed under the Code or ERISA on the assets of Company Holdings, the Borrower or any of its their respective Subsidiaries or any ERISA Affiliate exists or is reasonably likely to arise on account of any Plan; Company and its Holdings, the Borrower and their respective Subsidiaries and ERISA Affiliates have made all contributions to each Plan within the time required by law or by the terms of such Plan; and Company and its Subsidiaries and ERISA Affiliates do not maintain or contribute to any employee welfare benefit plan (as defined in Section 3(1) of ERISA and subject to ERISA) which provides benefits to retired employees or other former employees (other than as required by Section 601 et seq. of ERISA) or any employee pension benefit plan (as defined in Section 3(2) of ERISA and subject to ERISA) the obligations with respect to either of which would could reasonably be expected to have a Material Adverse Effect.

Compliance with ERISA. Except asas set forth on Annex 6.13, in the aggregate, would not reasonably be expected to have a Material Adverse Effect: each Plan has been operated and administered is in a manner so as not to result in any liability of Company for failure to comply substantial compliance with the applicable provisions of applicable law, including ERISA and the Code; no Termination Reportable Event has occurred with respect to a Plan; to the knowledge of Company, no Multiemployer Plan is insolvent or in reorganization; no Plan has an Unfunded Current Liability; no Plan has an accumulated or waived funding deficiency or has applied for an extension of any amortization period within the meaning of Section 412 of the Code; Company and its Subsidiaries or all contributions required to be made with respect to a Plan have been timely made; neither a Credit Party, nor any Subsidiary of a Credit Party, nor any ERISA Affiliates have not Affiliate has incurred any material liability to or on account of a Plan pursuant to Section 409, 502(i), 502(l), 515, 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the CodeCode or 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 to terminate or appoint a trustee to administer any Plan; no condition exists which presents a material risk to a Credit Party or any Subsidiary of a Credit Party or any ERISA Affiliate of incurring a liability to or on account of a Plan within the last fiscal year; using actuarial assumptions and computation methods consistent with subpart 1 of subtitle E of Title IV of ERISA, pursuant to the knowledge foregoing provisions of Company, Company ERISA and its Subsidiaries and ERISA Affiliates would not have any liability to any Plans which are Multiemployer Plans in the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Multiemployer Plan ending prior to the Initial Funding DateCode; no Lien lien imposed under the Code or ERISA on the assets of Company a Credit Party, or any Subsidiary of its Subsidiaries a Credit Party or any ERISA Affiliate exists or is reasonably likely to arise on account of any Plan; Company and its the Credit Parties and their Subsidiaries and ERISA Affiliates have made all contributions to each Plan within the time required by law or by the terms of such Plan; and Company and its Subsidiaries and ERISA Affiliates do not maintain or contribute to any employee welfare benefit plan (as defined in Section 3(1) of ERISA and subject to ERISA) which provides benefits to retired employees (other than as required by Section 601 et seq. of ERISA) or any employee pension benefit plan (as defined in Section 3(2) of ERISA and subject to ERISA) the obligations with respect to either of which would could reasonably be expected to have a Material Adverse Effect on the ability of Parent, OpCo 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 all events described in the preceding clauses of this Section 6.13 and then in existence would not, in the aggregate, be likely to have a Material Adverse Effect. With respect to Plans that are multiemployer plans (within the meaning of Section 4001(a)(3) of ERISA) the representations and warranties in this Section 6.13 are made to the best knowledge of Parent and OpCo.

Compliance with ERISA. Except asAs of the Initial Borrowing 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. As of the aggregatedate of each subsequent Credit Event, would not reasonably be expected to have a Material Adverse Effect: (a) each Plan has been operated and administered is in a manner so as not to result in any liability of Company for failure to comply substantial compliance with the applicable provisions of applicable law, including ERISA and the Code; no Termination Reportable Event has occurred with respect to a Plan; to the knowledge of Company, no Multiemployer Plan is insolvent or in reorganization; no failure to satisfy the minimum funding standard under Section 412 of the Code has occurred with respect to any Plan; no Plan has an accumulated or waived funding deficiency deficiency, has permitted decreases in its funding standard account or has applied for an extension of any amortization period within the meaning of Section 412 of the Code; Company and neither the Borrower nor any of its Restricted Subsidiaries or nor any ERISA Affiliates have not Affiliate has incurred or reasonably expects to incur any liability to or on account of a Plan pursuant to Section 409, 502(i), 502(l), 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code; no proceedings have been instituted by the PBGC to terminate any Plan; no condition exists which presents a material risk to the Borrower, any of its Restricted Subsidiaries or any ERISA Affiliate of incurring a liability to or on account of a Plan within pursuant to ERISA or the last fiscal yearCode; using no lien imposed under the Code or ERISA on the assets of the Borrower, any of its Restricted Subsidiaries or any ERISA Affiliate exists or is likely to 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), which provides benefits to retired employees (other than as required by Section 601 of ERISA), (b) where, with respect to any of the foregoing representations in this Section 7.11, the liability for or the lien which could arise as a result of, the particular circumstance or event which is the subject of the representation, would be reasonably likely to 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. Using actuarial assumptions and computation methods consistent with subpart 1 of subtitle E of Title IV of ERISA, to the knowledge aggregate liabilities of Companythe Borrower, Company and its Restricted Subsidiaries and ERISA Affiliates would not have any liability to any all Plans which are “multiemployer plans” (as defined in Section 4001(a)(3) of ERISA) (each a “Multiemployer Plans Plan”) in the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Multiemployer Plan ending prior 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 7.11 to the Initial Funding Date; no Lien imposed under the Code or ERISA on the assets of Company or any of its Subsidiaries or any ERISA Affiliate exists or is likely to arise on account of any Plan; Company contrary, all representations and its Subsidiaries and ERISA Affiliates have warranties made all contributions to each Plan within the time required by law or by the terms of such Plan; and Company and its Subsidiaries and ERISA Affiliates do not maintain or contribute to any employee welfare benefit plan (as defined in Section 3(1) of ERISA and subject to ERISA) which provides benefits to retired employees (other than as required by Section 601 et seq. of ERISA) or any employee pension benefit plan (as defined in Section 3(2) of ERISA and subject to ERISA) the obligations with respect to either any Plan which is a Multiemployer Plan shall be made to the best knowledge of which would reasonably be expected to have a Material Adverse Effectthe Borrower.

Compliance with ERISA. Except asBorrower represents and warrants to Lender that Borrower and each ERISA Affiliate, as defined below, is in compliance in all material respects with all applicable provisions of the aggregateEmployee Retirement Income Security Act of 1974 (“ERISA”), as amended, and the regulations thereunder, and that they have performed all of their obligations under each Plan. Each Plan that is intended to qualify under Section 401(a) of the Internal Revenue Code is so qualified. 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 and is continuing with respect to any employee benefit plan established, maintained, or to which contributions have been made by Borrower or any trade or business (whether or not incorporated) which together with Borrower would not reasonably be expected 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 notice of intent to have terminate a Material Adverse Effect: each Plan has been operated and administered in a manner so as not filed nor has any Plan been terminated which is subject to result in any liability Title IV of Company for failure to comply with the applicable provisions of applicable law, including ERISA and the CodeERISA; no Termination Event has occurred with respect circumstances exist that constitute grounds under Section 4042 of ERISA entitling the Pension Benefit Guaranty Corporation (“PBGC”) to institute proceedings to terminate, or appoint a trustee to administer a Plan, nor has the PBGC instituted any such proceedings; to the knowledge of Company, no Multiemployer Plan is insolvent or in reorganization; no Plan has an accumulated or waived funding deficiency or has applied for an extension of any amortization period within the meaning of Section 412 of the Code; Company and its Subsidiaries or neither Borrower nor any ERISA Affiliates have not incurred any liability to Affiliate has completely or on account of a Plan pursuant to partially withdrawn under Section 409, 502(i), 502(l), 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code; no proceedings have been instituted to terminate from any Plan within the last fiscal year; using actuarial assumptions and computation methods consistent with subpart 1 described in Section 4001(a)(3) of subtitle E ERISA which covers employees of Title IV of ERISA, to the knowledge of Company, Company and its Subsidiaries and ERISA Affiliates would not have any liability to any Plans which are Multiemployer Plans in the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Multiemployer Plan ending prior to the Initial Funding Date; no Lien imposed under the Code or ERISA on the assets of Company or any of its Subsidiaries Borrower or any ERISA Affiliate exists (“Multi-employer Plan”); Borrower and each ERISA Affiliate has met any minimum funding requirements under ERISA with respect to all of its Plans and the present fair market value of all Plan assets equals or is likely to arise exceeds the present value of all vested benefits under or all claims reasonably anticipated against each Plan, as determined on account 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 of Borrower or any ERISA Affiliate under any Plan; Company neither Borrower nor any ERISA Affiliate has incurred any liability to the PBGC (except payment of premiums, which is current) under ERISA; and no material claim (other than routine claims for benefits) has been asserted against any of the Plans or against the Borrower or its Subsidiaries and ERISA Affiliates have made all contributions to each Plan within in connection with the time required by law or by the terms of such PlanPlans; and Company and its Subsidiaries and no lien pursuant to Section 401(a)(29) or 412(n) of the Internal Revenue Code or pursuant to ERISA Affiliates do not maintain or contribute has been imposed with respect to any employee welfare benefit Plan. Borrower represents and warrants to Lender that Borrower, each ERISA Affiliate and each group health plan (as defined in ERISA Section 3(1733) sponsored by Borrower and each ERISA Affiliate, or in which Borrower or any ERISA Affiliate is a participating employer, are in compliance with, have satisfied and continue to satisfy (to the extent applicable) all requirements for continuation of ERISA group health coverage under Section 4980B of the Internal Revenue Code and subject to ERISA) which provides benefits to retired employees (other than as required by Section Sections 601 et seq. of ERISA) or any employee pension benefit plan , and are in compliance with, have satisfied and continue to satisfy Part 7 (as defined in Section 3(2Sections 701 et seq., Sections 711, 712 and 731 et seq.) of ERISA and subject all corresponding and similar state laws not preempted by federal law relating to ERISA) the obligations with respect to either portability, access and renewability of which would reasonably be expected to have a Material Adverse Effectgroup health benefits and other requirements included in Part 7.

Compliance with ERISA. Except as(a) The Borrower shall, and shall cause its Subsidiaries to, make all contributions to any Employee Pension Plan when such contributions are due and not incur any "accumulated funding deficiency" within the meaning of Section 412(a) of the Code, whether or not waived, and will otherwise comply in the aggregate, would not reasonably be expected to have a Material Adverse Effect: each Plan has been operated and administered in a manner so as not to result in any liability of Company for failure to comply all material respects with the applicable provisions requirements of applicable lawthe Code and ERISA with respect to the operation of all Plans. (b) The Borrower shall, and shall cause its Subsidiaries to, comply in all material respects with the requirements of Section 601 through Section 609 of ERISA with respect to any Plans subject to the requirements thereof. (c) The Borrower shall furnish to the Lender (i) within thirty (30) days after any officer of the Borrower obtains knowledge that a "prohibited transaction" (within the meaning of Section 406 of ERISA or Section 4975 of the Code) has occurred with respect to any Plan of the Borrower or its ERISA Affiliates, including ERISA and the Code; no Termination its Subsidiaries, that any Reportable Event has occurred with respect to any Employee Pension Plan or that PBGC has instituted or will institute proceedings under Title IV of ERISA to terminate any Employee Pension Plan or to appoint a trustee to administer any Employee Pension Plan; , a statement setting forth the details as to such prohibited transaction, Reportable Event or termination or appointment proceedings and the action which it (or any other Employee Pension Plan sponsor if other than the Borrower) proposes to take with respect thereto, together with a copy of the notice of such Reportable Event given to PBGC if a copy of such notice is available to the knowledge Borrower, any of Company, no Multiemployer Plan is insolvent or in reorganization; no Plan has an accumulated or waived funding deficiency or has applied for an extension of any amortization period within the meaning of Section 412 of the Code; Company and its Subsidiaries or any of its ERISA Affiliates, (ii) promptly after receipt thereof, a copy of any notice the Borrower, any of its Subsidiaries or any of its ERISA Affiliates have not incurred or the sponsor of any liability Plan receives from PBGC, or the Internal Revenue Service or the Department of Labor which sets forth or proposes any action or determination with respect to or on account of a Plan such Plan, (iii) promptly after the filing thereof, any annual report required to be filed pursuant to Section 409ERISA in connection with each Plan maintained by the Borrower or any of its ERISA Affiliates, 502(i)including the Subsidiaries, 502(l)and (iv) promptly upon the Lender's request therefor, 4062such additional information concerning any such Plan as may be reasonably requested by the Lender. (d) The Borrower will promptly notify the Lender of any excise taxes which have been assessed or which the Borrower, 4063any of its Subsidiaries or any of its ERISA Affiliates has reason to believe may be assessed against the Borrower, 4064, 4069, 4201 any of its Subsidiaries or 4204 any of its ERISA Affiliates by the Internal Revenue Service or Section 4971 or 4975 the Department of Labor with respect to any Plan of the Code; no proceedings have been instituted Borrower or its ERISA Affiliates, including its Subsidiaries. (e) Within the time required for notice to terminate any Plan within the last fiscal year; using actuarial assumptions and computation methods consistent with subpart 1 of subtitle E of Title IV PBGC under Section 302(f)(4)(A) of ERISA, to the knowledge Borrower will notify the Lender of Companyany lien arising under Section 302(f) of ERISA in favor of any Plan of the Borrower or its ERISA Affiliates, Company including its Subsidiaries. (f) The Borrower will not, and will not permit any of its Subsidiaries and or any of its ERISA Affiliates to take any of the following actions or permit any of the following events to occur if such action or event together with all other such actions or events would not have subject the Borrower, any liability of its Subsidiaries, or any of its ERISA Affiliates to any Plans tax, penalty, or other liabilities which are Multiemployer Plans could have a Materially Adverse Effect: (i) engage in any transaction in connection with which the event of a complete withdrawal therefromBorrower, as of the close of the most recent fiscal year of each such Multiemployer Plan ending prior to the Initial Funding Date; no Lien imposed under the Code or ERISA on the assets of Company or any of its Subsidiaries or any ERISA Affiliate exists could be subject to either a civil penalty assessed pursuant to Section 502(i) of ERISA or is likely a tax imposed by Section 4975 of the Code; (ii) terminate any Employee Pension Plan in a manner, or take any other action, which could result in any liability of the Borrower, any of its Subsidiaries or any ERISA Affiliate to arise on account the PBGC; (iii) fail to make full payment when due of all amounts which, under the provisions of any Plan; Company and , the Borrower, any of its Subsidiaries and or any ERISA Affiliates have made all Affiliate is required to pay as contributions thereto, or permit to each Plan exist any accumulated funding deficiency within the time required by law or by the terms meaning of such Plan; and Company and its Subsidiaries and ERISA Affiliates do not maintain or contribute to any employee welfare benefit plan (as defined in Section 3(1412(a) of ERISA and subject to ERISA) which provides benefits to retired employees (other than as required by Section 601 et seq. of ERISA) the Code, whether or any employee pension benefit plan (as defined in Section 3(2) of ERISA and subject to ERISA) the obligations not waived, with respect to either any Employee Pension Plan; or (iv) permit the present value of all benefit liabilities under all Employee Pension Plans which would reasonably are subject to Title IV of ERISA to exceed the present value of the assets of such Plans allocable to such benefit liabilities (within the meaning of Section 4041 of ERISA), except as may be expected to have a Material Adverse Effectpermitted under actuarial funding standards adopted in accordance with Section 412 of the Code.

Compliance with ERISA. Except asThe Company and its Significant Subsidiaries and any "employee benefit plan" (as defined under Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, "ERISA")) established or maintained by the Company, its Significant Subsidiaries or their "ERISA Affiliates" (as defined below) during the past three years are in the aggregate, would not reasonably be expected to have a Material Adverse Effect: each Plan has been operated and administered compliance in a manner so as not to result in any liability of Company for failure to comply all material respects with the applicable provisions of applicable law, including ERISA and the Code; no Termination Event has occurred all other law applicable to such plans. "ERISA Affiliate" means, with respect to the Company or its Significant Subsidiaries, any member of any group of organizations described in Sections 414(b), (c), (m) or (o) of the Internal Revenue Code of 1986, as amended, and the regulations and published interpretations thereunder (the "Code") of which the Company or any such Significant Subsidiary is a Plan; member. No "reportable event" (as defined under Section 4043 of ERISA), other than an event for which the notice requirement is waived, has occurred or is reasonably expected to occur with respect to any "employee benefit plan" established or maintained by the Company, its Significant Subsidiaries or any of their ERISA Affiliates during the past three years. No "employee benefit plan" established or maintained by the Company, its Significant Subsidiaries or any of their ERISA Affiliates during the past three years has any accumulated funding deficiency (as defined under Section 302 of ERISA). Neither the Company, its Significant Subsidiaries nor any of their ERISA Affiliates has incurred or reasonably expects to incur any liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any "employee benefit plan" or (ii) Sections 412, 4971, 4975 or 4980B of the Code, which has not been satisfied prior to the date hereof. To the knowledge of the Company, no Multiemployer Plan is insolvent each "employee benefit plan" established or in reorganization; no Plan has an accumulated or waived funding deficiency or has applied for an extension of any amortization period within maintained by the meaning of Section 412 of the Code; Company and Company, its Significant Subsidiaries or any of their ERISA Affiliates have not incurred any liability during the past three years that is intended to or on account of a Plan pursuant to be qualified under Section 409, 502(i), 502(l), 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 401(a) of the Code; no proceedings have been instituted Code is so qualified and nothing has occurred, whether by action or failure to terminate any Plan within act, which would cause the last fiscal year; using actuarial assumptions and computation methods consistent with subpart 1 of subtitle E of Title IV of ERISA, to the knowledge of Company, Company and its Subsidiaries and ERISA Affiliates would not have any liability to any Plans which are Multiemployer Plans in the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Multiemployer Plan ending prior to the Initial Funding Date; no Lien imposed under the Code or ERISA on the assets of Company or any of its Subsidiaries or any ERISA Affiliate exists or is likely to arise on account of any Plan; Company and its Subsidiaries and ERISA Affiliates have made all contributions to each Plan within the time required by law or by the terms loss of such Plan; and Company and its Subsidiaries and ERISA Affiliates do not maintain or contribute to any employee welfare benefit plan (as defined in Section 3(1) of ERISA and subject to ERISA) which provides benefits to retired employees (other than as required by Section 601 et seq. of ERISA) or any employee pension benefit plan (as defined in Section 3(2) of ERISA and subject to ERISA) the obligations with respect to either of which would reasonably be expected to have a Material Adverse Effectqualification.

Compliance with ERISA. Except as(a) The Borrower shall not, in the aggregate, would and shall not reasonably be expected to have a Material Adverse Effect: each Plan has been operated and administered in a manner so as not to result in any liability of Company for failure to comply with the applicable provisions of applicable law, including ERISA and the Code; no Termination Event has occurred with respect to a Plan; to the knowledge of Company, no Multiemployer Plan is insolvent or in reorganization; no Plan has an accumulated or waived funding deficiency or has applied for an extension of any amortization period within the meaning of Section 412 of the Code; Company and its Subsidiaries or any ERISA Affiliates have not incurred any liability to or on account of a Plan pursuant to Section 409, 502(i), 502(l), 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code; no proceedings have been instituted to terminate any Plan within the last fiscal year; using actuarial assumptions and computation methods consistent with subpart 1 of subtitle E of Title IV of ERISA, to the knowledge of Company, Company and permit its Subsidiaries and ERISA Affiliates would to, cause, for plan years beginning before 2008, any Accumulated Funding Deficiency to be incurred, whether or not have waived, with respect to any liability Employee Pension Plan, or, for plan years beginning after 2007, cause there to be an unpaid “minimum required contribution” as defined in Section 430 of the Code and Section 303 of ERISA with respect to any Employee Pension Plan. (b) The Borrower shall, and shall cause its Subsidiaries and ERISA Affiliates to, comply in all material respects with the provisions of ERISA and the Code with respect to any Plan both in form and operation, including, but not limited to, the timely filing of required annual reports and the payment of PBGC premiums. (c) The Borrower shall, and shall cause its Subsidiaries and ERISA Affiliates to, comply in all material respects with the requirements of COBRA regarding continued health coverage and of the Health Insurance Portability and Accountability Act of 1996 with respect to any Plans which are Multiemployer Plans in subject to the event requirements thereof. (d) The Borrower shall not, and shall not permit any of a complete withdrawal therefromits Subsidiaries or any of its ERISA Affiliates to, as take any of the close following actions or permit any of the most recent fiscal year following events to occur if such action or event together with all other such actions or events would subject the Borrower, any of each such Multiemployer Plan ending prior its Subsidiaries or any of its ERISA Affiliates to any material tax, penalty, or other liabilities: (i) engage in any transaction in connection with which the Initial Funding Date; no Lien imposed under the Code or ERISA on the assets of Company or Borrower, any of its Subsidiaries or any ERISA Affiliate exists could be subject to either a civil penalty assessed pursuant to Section 502(i) of ERISA or is likely a tax imposed by Section 4975 of the Code; (ii) terminate any Employee Pension Plan in a manner, or take any other action, which could result in any liability of the Borrower, any of its Subsidiaries or any ERISA Affiliate to arise on account the PBGC; (iii) fail to make full payment when due of all amounts which, under the provisions of any Plan or Multiemployer Plan; Company and , the Borrower, any of its Subsidiaries and or any ERISA Affiliates have made Affiliate is required to pay as contributions thereto; (iv) permit the current value of all contributions vested accrued benefits under all Plans which are subject to each Plan within Title IV of ERISA to exceed the time required by law or by current value of the terms assets of such Plans allocable to such vested accrued benefits, except as may be permitted under actuarial funding standards adopted in accordance with, for plan years beginning before 2008, Section 412 of the Code or, for plan years beginning after 2007, Section 430 of the Code; or (v) withdraw from any Multiemployer Plan; and Company and its Subsidiaries and , if such withdrawal would result in the imposition of Withdrawal Liability. (e) The Borrower shall comply with the ERISA Affiliates do not maintain or contribute to any employee welfare benefit plan (as defined reporting requirements set forth in Section 3(15.4 (ERISA Notices). As used in this Section 7.13, the term “accrued benefit” has the meaning specified in Section 3(23) of ERISA and subject to ERISAthe term “current value” has the meaning specified in Section 4001(a)(18)(B) which provides benefits to retired employees (other than as required by Section 601 et seq. of ERISA) or any employee pension benefit plan (as defined in Section 3(2) of ERISA and subject to ERISA) the obligations with respect to either of which would reasonably be expected to have a Material Adverse Effect.

Compliance with ERISA. (a) Each ERISA Plan (and the related trusts and funding agreements) complies in form and in operation with, has been administered in compliance with, and the terms of each ERISA Plan satisfy, the applicable requirements of ERISA and the Code in all material respects. No Credit Party has incurred liability for any material excise tax under any of Sections 4971 through 5000 of the Code. (b) Except asas could not reasonably be expected, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect: , each Plan has been operated Borrower and administered each Subsidiary is in a manner so as not to result in any liability of Company for failure to comply compliance with the applicable provisions of applicable law, including ERISA and the Code; provision of the Code relating to ERISA Plans and the regulations and published interpretations therein. During the thirty-six (36) month period prior to the Closing Date or the making of any Loan (i) no Termination Event steps have been taken to terminate any Pension Plan, and (ii) no contribution failure has occurred with respect to any Pension Plan sufficient to give rise to a Plan; to the knowledge of Company, no Multiemployer Plan is insolvent or in reorganization; no Plan has an accumulated or waived funding deficiency or has applied for an extension of any amortization period within the meaning of Lien under Section 412 of the Code; Company and its Subsidiaries or any ERISA Affiliates have not incurred any liability to or on account of a Plan pursuant to Section 409, 502(i), 502(l), 4062, 4063, 4064, 4069, 4201 or 4204 303(k) of ERISA or Section 4971 or 4975 430(k) of the Code; Code and no proceedings have been instituted event has occurred that would give rise to terminate any Plan within the last fiscal year; using actuarial assumptions and computation methods consistent with subpart 1 of subtitle E of Title IV a Lien under Section 4068 of ERISA. No condition exists or event or transaction has occurred with respect to any Pension Plan which could result in the incurrence by any Credit Party of any material liability, fine or penalty. No Credit Party has incurred any material liability to the knowledge of Company, Company and its Subsidiaries and ERISA Affiliates would not have any liability to any Plans which are Multiemployer Plans in the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Multiemployer Plan ending prior to the Initial Funding Date; no Lien imposed under the Code or ERISA on the assets of Company or any of its Subsidiaries or any ERISA Affiliate exists or is likely to arise on account of any Plan; Company and its Subsidiaries and ERISA Affiliates have made all contributions to each Plan within the time required by law or by the terms of such Plan; and Company and its Subsidiaries and ERISA Affiliates do not maintain or contribute PBGC (other than for current premiums) with respect to any employee welfare benefit plan (Pension Plan. Except as defined in Section 3(1) of ERISA and subject to ERISA) which provides benefits to retired employees (other than as required by Section 601 et seq. of ERISA) or any employee pension benefit plan (as defined in Section 3(2) of ERISA and subject to ERISA) the obligations with respect to either of which would could not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect, (i) all contributions (if any) have been made on a timely basis to any Multiemployer Plan that are required to be made by any Credit Party or any other member of the Controlled Group under the terms of the plan or of any collective bargaining agreement or by applicable Law; (ii) no Credit Party nor any member of the Controlled Group has withdrawn or partially withdrawn from any Multiemployer Plan, incurred any withdrawal liability with respect to any such plan or received notice of any claim or demand for withdrawal liability or partial withdrawal liability from any such plan; (iii) no condition has occurred which, if continued, could result in a withdrawal or partial withdrawal from any Multiemployer Plan; and (iv) no Credit Party nor any member of the Controlled Group has received any notice that any Multiemployer Plan is in reorganization, that increased contributions may be required to avoid a reduction in plan benefits or the imposition of any excise tax, that any such plan is or has been funded at a rate less than that required under Section 412 of the Code, that any such plan is or may be terminated, or that any such plan is or may become insolvent.

Compliance with ERISA. Except as(a) The Borrower shall not, and shall not permit any of its Subsidiaries or any of its ERISA Affiliates to, take, or fail to take, any of the following actions or permit any of the following events to occur if such action or event individually or together with all other actions or events would subject the Borrower, any of its Subsidiaries or any of its ERISA Affiliates to any material tax, penalty, or other liabilities: (i) engage in or knowingly consent to any “party in interest” or any “disqualified person,” as such terms are defined in Section 3(14) of ERISA and Section 4975(e)(2) of the aggregateCode respectively, would not reasonably engaging in any Prohibited Transaction in connection with which the Borrower, any of its Subsidiaries or any ERISA Affiliate could be expected subject to have either a Material Adverse Effect: each civil penalty assessed pursuant to Section 502(i) of ERISA or a tax imposed by Section 4975 of the Code; (ii) terminate any Employee Pension Plan has been operated and administered in a manner so as not to manner, or take any other action, which could result in any liability of Company for failure the Borrower, any of its Subsidiaries or any ERISA Affiliate to comply with the applicable PBGC; (iii) fail to make full payment when due of all amounts which, under the provisions of applicable lawany Plan or any Multiemployer Plan, including the Borrower, any of its Subsidiaries or any ERISA Affiliate is required to pay as contributions thereto, or cause there to be an unpaid “minimum required contribution” as defined in Section 430 of the Code and the Code; no Termination Event Section 303 of ERISA, whether or not there has occurred with respect to been a Plan; to the knowledge waiver of Company, no Multiemployer Plan is insolvent or in reorganization; no Plan has an accumulated or waived any funding deficiency or has applied for an extension of any amortization period within the meaning of Section 412 of the Code; Company and its Subsidiaries Code or Section 303 of ERISA, with respect to any ERISA Affiliates have not incurred any liability Employee Pension Plan or fail to or on account pay PBGC premiums when due; (iv) permit the current value of a Plan pursuant all vested accrued benefits under all Employee Pension Plans which are subject to Section 409, 502(i), 502(l), 4062, 4063, 4064, 4069, 4201 or 4204 Title IV of ERISA or to exceed the current value of the assets of such plans allocable to such vested accrued benefits, except as may be permitted under actuarial funding standards adopted in accordance with Section 4971 or 4975 430 of the Code; no proceedings have been instituted ; (v) withdraw from any Multiemployer Plan, if such withdrawal would result in the imposition of Withdrawal Liability; (vi) fail to terminate any Plan within comply in all material respects with the last fiscal year; using actuarial assumptions requirements of COBRA regarding continued health coverage, of the Health Insurance Portability and computation methods consistent Accountability Act of 1996, as amended, and of Section 1862(b) of the Social Security Act, with subpart 1 of subtitle E of Title IV of ERISA, to the knowledge of Company, Company and its Subsidiaries and ERISA Affiliates would not have any liability respect to any Plans which are Multiemployer Plans in the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Multiemployer Plan ending prior subject to the Initial Funding Daterequirements thereof; no Lien imposed under or (vii) fail to comply, in either form or operation, in all other material respects with the provisions of ERISA and the Code or ERISA on the assets of Company or any of its Subsidiaries or any ERISA Affiliate exists or is likely with respect to arise on account of any Plan; Company and its Subsidiaries and . (b) The Borrower shall comply with the ERISA Affiliates have made all contributions to each Plan within the time required by law or by the terms of such Plan; and Company and its Subsidiaries and ERISA Affiliates do not maintain or contribute to any employee welfare benefit plan (as defined reporting requirements set forth in Section 3(16.4 (ERISA Notices). As used in this Section 8.12, the term “accrued benefit” has the meaning specified in Section 3(23) of ERISA and subject to ERISAthe term “current value” has the meaning specified in Section 4001(a)(18)(B) which provides benefits to retired employees (other than as required by Section 601 et seq. of ERISA) or any employee pension benefit plan (as defined in Section 3(2) of ERISA and subject to ERISA) the obligations with respect to either of which would reasonably be expected to have a Material Adverse Effect.

Compliance with ERISA. Except asThe Company will not, and will not permit any Subsidiary to, (a) engage in any transaction in connection with which the Company or any Subsidiary could 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 Plan (other than a Multiemployer Plan) in a manner, or take any other action with respect to any such Plan (including, without limitation, a substantial cessation of operations within the meaning of Section 4062(e) of ERISA), which could result in any liability of the Company or any Subsidiary to the PBGC or to a trustee appointed under Section 4042(b) or (c) of ERISA, incur any liability on account of a termination of a Plan under Section 4064 of ERISA, fail to make full payment when due of all amounts which, under the provisions of any Plan, the Company 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 (other than a Multiemployer Plan), if, in any such case, such penalty or tax or such liability, or the aggregatefailure to make such payment, would not reasonably be expected to or the existence of such deficiency, as the case may be, could have a Material Adverse Effect: each Plan has been operated ; (b) permit the present value of all vested accrued benefits under all Plans maintained at such time by the Company and administered in a manner so as not any Subsidiary (other than Multiemployer Plans) guaranteed under Title IV of ERISA to result in any exceed the current value of the assets of such Plans allocable to such vested accrued benefits by more than $1,000,000; (c) permit the aggregate complete or partial withdrawal liability under Title IV of Company for failure to comply with the applicable provisions of applicable law, including ERISA and the Code; no Termination Event has occurred with respect to a Plan; to Multiemployer Plans incurred by the knowledge of Company, no Multiemployer Plan is insolvent or in reorganization; no Plan has an accumulated or waived funding deficiency or has applied for an extension of any amortization period within the meaning of Section 412 of the Code; Company and its Subsidiaries or any ERISA Affiliates have not incurred any liability to or on account exceed $1,000,000; or (d) permit the sum of a Plan pursuant (i) the amount by which the current value of all vested accrued benefits referred to in subdivision (b) of this Section 409, 502(i), 502(l), 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 9.12 exceeds the current value of the Code; no proceedings have been instituted assets referred to terminate any Plan within in such subdivision (b) and (ii) the last fiscal year; using actuarial assumptions amount of the aggregate incurred withdrawal liability referred to in subdivision (c) of this Section 9.12 to exceed $1,000,000. For the purposes of subdivisions (c) and computation methods consistent with subpart 1 (d) of subtitle E this Section 9.12, the amount of Title IV the withdrawal liability of ERISA, to the knowledge of Company, Company and its Subsidiaries and ERISA Affiliates would not have at any liability to any Plans which are Multiemployer Plans in date shall be the event of a complete withdrawal therefrom, as aggregate present value of the close amount claimed to have been incurred less any portion thereof as to which the Company reasonably believes, after appropriate consideration of the most recent fiscal year possible adjustments arising under Sections 4219 and 4221 of each such Multiemployer Plan ending prior to the Initial Funding Date; no Lien imposed under the Code or ERISA on the assets of Company or any of its Subsidiaries or any ERISA Affiliate exists or is likely to arise on account of any Plan; Company ERISA, it and its Subsidiaries and ERISA Affiliates will have made all contributions to each Plan within no liability, provided that the time required by law or by the terms of Company shall obtain prompt written advice from independent actuarial consultants supporting such Plan; and Company and its Subsidiaries and ERISA Affiliates do not maintain or contribute to any employee welfare benefit plan (as defined in Section 3(1) of ERISA and subject to ERISA) which provides benefits to retired employees (other than as required by Section 601 et seq. of ERISA) or any employee pension benefit plan (as defined in Section 3(2) of ERISA and subject to ERISA) the obligations with respect to either of which would reasonably be expected to have a Material Adverse Effectdetermination.

Compliance with ERISA. (a) Except asfor Plans listed on Schedule 5.12(a), neither the Company, LD Holdings, nor RV Acquisition maintains or has any obligation to contribute to any Plan. Except with respect to the LDRV ESOP or LDRV ESOT, each Plan has been operated and administered in all material respects in accordance with its terms and in compliance with ERISA, the Code, and all other applicable laws. Except with respect to the LDRV ESOP or LDRV ESOT, and except as could not reasonable be expected to have a Material Adverse Effect, with respect to any Plan intended to satisfy the requirements of Section 401(a) and related Sections of the Code, except as indicated on Schedule 5.12(a), the Internal Revenue Service (“IRS”) has issued favorable determination letters to the effect that the forms of Plans satisfy the requirements of Section 401(a) and related Sections of the Code and the trusts related to such Plans satisfy Section 501(a) and the related Sections of the Code or an application for such a determination has been filed with the IRS, and, there are no facts or circumstances that would jeopardize or adversely affect in any material respect the qualification under Code Section 401(a) of any such Plan. Except with respect to the LDRV ESOP or LDRV ESOT, neither the Company, nor any ERISA Affiliate, nor any trustee or plan administrator or other fiduciary of any Plan has incurred any liability pursuant to Title I (other than normal operating liabilities under a Plan) or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans (as defined in Section 3 of ERISA), and no event, transaction or condition has occurred or exists that could reasonably be expected to result in the incurrence of any such liability by the Company, any ERISA Affiliate, or any trustee or plan administrator or other fiduciary of any Plan, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate, in either case pursuant to Title I or IV of ERISA or to such penalty or excise tax provisions of the aggregateCode or to Section 401(a)(29) or 412 or 4975 of the Code which liability or Lien, would not either individually or together with any other liability or Lien could reasonably be expected to have a Material Adverse Effect: each Plan has been operated and administered in a manner so as not to result in any liability of Company for failure to comply with the applicable provisions of applicable law. No lawsuits, including ERISA and the Code; no Termination Event has occurred with respect to a Plan; to the knowledge of Companyclaims, no Multiemployer Plan is insolvent or in reorganization; no Plan has an accumulated or waived funding deficiency or has applied for an extension of any amortization period within the meaning of Section 412 of the Code; Company and its Subsidiaries or any ERISA Affiliates have not incurred any liability complaints to or on account of a Plan pursuant to Section 409, 502(i), 502(l), 4062, 4063, 4064, 4069, 4201 by any Person or 4204 of ERISA or Section 4971 or 4975 of the Code; no proceedings Governmental Authority have been instituted to terminate any Plan within the last fiscal year; using actuarial assumptions and computation methods consistent with subpart 1 of subtitle E of Title IV of ERISAfiled or, to the knowledge of the Company, Company and its Subsidiaries and ERISA Affiliates would not have any liability to any Plans which are Multiemployer Plans in the event of a complete withdrawal therefromcontemplated or threatened, as of the close of the most recent fiscal year of each such Multiemployer Plan ending prior to the Initial Funding Date; no Lien imposed under the Code or ERISA on the assets of Company or any of its Subsidiaries or any ERISA Affiliate exists or is likely to arise on account of any Plan; Company and its Subsidiaries and ERISA Affiliates have made all contributions to each Plan within the time required by law or by the terms of such Plan; and Company and its Subsidiaries and ERISA Affiliates do not maintain or contribute to any employee welfare benefit plan (as defined in Section 3(1) of ERISA and subject to ERISA) which provides benefits to retired employees (other than as required by Section 601 et seq. of ERISA) or any employee pension benefit plan (as defined in Section 3(2) of ERISA and subject to ERISA) the obligations with respect to any Plan which either of which would individually or in the aggregate could reasonably be expected to have a Material Adverse Effect. (b) With respect to each Plan: (i) full payment has been made to each such Plan of all contributions that are required by the Company or any ERISA Affiliate under the terms thereof and under ERISA or the Code to be made on or prior to the date hereof,

Compliance with ERISA. Except as, Each Plan is in substantial compliance with ERISA and the Code (or their equivalent in the aggregate, would not relevant jurisdiction (if any)); no Reportable Event which could reasonably be expected to have a Material Adverse Effect: each Plan has been operated and administered in a manner so as not to result in the termination of any liability of Company for failure to comply with the applicable provisions of applicable law, including ERISA and the Code; no Termination Event Plan has occurred with respect to a Plan; to the knowledge of Company, no Multiemployer Multiple Employer Plan is insolvent or in reorganization; no Plan has an accumulated or waived funding deficiency deficiency, or has applied for an extension of any amortization period within the meaning of Section 412 of the Code; neither Company and nor any of its Subsidiaries or nor any ERISA Affiliates have not Affiliate has incurred any material liability to or on account of a Plan pursuant to Section 409, 502(i), 502(l502(d), 515, 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the CodeCode or is expected to incur any material liability under any of the foregoing Sections with respect to any Plan; no proceedings have been instituted to terminate any Plan within which could reasonably be expected to have a Material Adverse Effect; no condition exists which presents a material risk to Company or any of its Subsidiaries or any ERISA Affiliate of incurring a liability to or on account of a Plan pursuant to the last fiscal yearforegoing provisions of ERISA and the Code; using actuarial assumptions and computation methods consistent with subpart 1 of subtitle Subtitle E of Title IV of ERISA, to the knowledge of Company, Company and its Subsidiaries and its ERISA Affiliates would not have any liability to any all Plans which are Multiemployer Plans in the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Multiemployer Plan ending prior to the Initial Funding Datedate of any Credit Event; no Lien imposed under the Code or ERISA on the assets of Company or any of its Subsidiaries or any ERISA Affiliate exists or is likely to arise on account of any Plan; Company and its Subsidiaries and ERISA Affiliates have made all contributions to each Plan within the time required by law or by the terms of such Plan; and Company and its Subsidiaries and ERISA Affiliates do not maintain or contribute to any employee welfare benefit plan (as defined in Section 3(1) of ERISA and subject to ERISA) which provides benefits to retired employees (other than as required by Section 601 et seq. of ERISA) or any employee pension benefit plan (as defined in Section 3(2) of ERISA and subject to ERISA) the obligations with respect to either of which would could reasonably be expected to have a Material Adverse Effect.

Compliance with ERISA. Except asEach Borrower shall not, in the aggregate, would and shall not reasonably be expected to have a Material Adverse Effect: each Plan has been operated and administered in a manner so as not to result in permit any liability of Company for failure to comply with the applicable provisions of applicable law, including ERISA and the Code; no Termination Event has occurred with respect to a Plan; to the knowledge of Company, no Multiemployer Plan is insolvent or in reorganization; no Plan has an accumulated or waived funding deficiency or has applied for an extension of any amortization period within the meaning of Section 412 of the Code; Company and its Subsidiaries or any of its ERISA Affiliates have not incurred to, take, or fail to take, any liability of the following actions or permit any of the following events to occur if such action or on account event individually or together with all other actions or events would subject any Borrower, any of a Plan pursuant its Subsidiaries or any of its ERISA Affiliates to any material tax, penalty, or other liabilities: a. engage in or knowingly consent to any “party in interest” or any “disqualified person,” as such terms are defined in Section 409, 502(i), 502(l), 4062, 4063, 4064, 4069, 4201 or 4204 3(14) of ERISA or and Section 4971 or 4975 4975(e)(2) of the Code; no proceedings have been instituted to terminate Code respectively, engaging in any Plan within the last fiscal year; using actuarial assumptions and computation methods consistent Prohibited Transaction in connection with subpart 1 of subtitle E of Title IV of ERISAwhich any Borrower, to the knowledge of Company, Company and its Subsidiaries and ERISA Affiliates would not have any liability to any Plans which are Multiemployer Plans in the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Multiemployer Plan ending prior to the Initial Funding Date; no Lien imposed under the Code or ERISA on the assets of Company or any of its Subsidiaries or any ERISA Affiliate exists could be subject to either a civil penalty assessed pursuant to Section 502(i) of ERISA or is likely to arise on account a tax imposed by Section 4975 of the Code; b. terminate any Employee Pension Plan in a manner, or take any other action, which could result in any material liability of any Plan; Company and Borrower, any of its Subsidiaries and or any ERISA Affiliates have made Affiliate to the PBGC; c. fail to make full payment when due of all amounts which, under the provisions of any Plan or any Multiemployer Plan, any Borrower, any of its Subsidiaries or any ERISA Affiliate is required to pay as contributions thereto, or fail to each satisfy the Minimum Funding Standards, whether or not waived, with respect to any Employee Pension Plan within or fail to pay PBGC premiums when due; d. permit the time required by law or by current value of all vested accrued benefits under all Employee Pension Plans which are subject to Title IV of ERISA to exceed the terms current value of the assets of such plans allocable to such vested accrued benefits, except as may be permitted under actuarial funding standards adopted in accordance with Section 412 of the Code; e. withdraw from any Multiemployer Plan; , if such withdrawal would result in the imposition of Withdrawal Liability; f. fail to comply in all material respects with the requirements of COBRA regarding continued health coverage, of the Health Insurance Portability and Company Accountability Act of 1996, and its Subsidiaries and ERISA Affiliates do not maintain or contribute of Section 1862(b) of the Social Security Act, with respect to any employee welfare benefit plan (as defined Plans subject to the requirements thereof; or g. fail to comply in all other material respects with the provisions of ERISA and the Code with respect to any Plan. As used in this Section 7.13, the term “accrued benefit” has the meaning specified in Section 3(13(23) of ERISA and subject to ERISAthe term “current value” has the meaning specified in Section 4001(a)(18)(B) which provides benefits to retired employees (other than as required by Section 601 et seq. of ERISA) or any employee pension benefit plan (as defined in Section 3(2) of ERISA and subject to ERISA) the obligations with respect to either of which would reasonably be expected to have a Material Adverse Effect.

Compliance with ERISA. Except asBorrower and its ERISA Affiliates will not (i) establish, maintain, or operate any Employee Benefit Plan that is not in the aggregate, would not reasonably be expected to have a Material Adverse Effect: each Plan has been operated and administered compliance in a manner so as not to result in any liability of Company for failure to comply all material respects with the applicable provisions of ERISA, the Code, and all other applicable lawlaws, including ERISA and the Coderegulations and interpretations thereunder; no Termination Event has occurred (ii) allow to exist any Accumulated Funding Deficiency with respect to any Employee Benefit Plan, whether or not waived; (iii) terminate any Employee Benefit Plan or withdraw or effect a partial or complete withdrawal (as described in ERISA Section 4203 or 4205) from any Multiemployer Plan, if such termination or withdrawal could subject the Borrower or any ERISA Affiliate to liability; (iv) fail to the knowledge of Company, no Multiemployer Plan is insolvent make any required installment or in reorganization; no Plan has an accumulated or waived funding deficiency or has applied for an extension of any amortization period within the meaning of other payment required under Section 412 of the CodeCode on or before the due date for such installment or other payment; Company and its Subsidiaries (v) amend any Employee Benefit Plan so as to result in an increase in current liability for the plan year such that Borrower or any ERISA Affiliates have not incurred any liability Affiliate is required to or on account of a provide security to such Employee Benefit Plan pursuant to under Section 409, 502(i), 502(l), 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 401(a)(29) of the Code; no proceedings have been instituted (vi) fail to terminate make any Plan within the last fiscal year; using actuarial assumptions and computation methods consistent with subpart 1 of subtitle E of Title IV of ERISA, to the knowledge of Company, Company and its Subsidiaries and ERISA Affiliates would not have any liability contribution or payment to any Plans which are Multiemployer Plans in the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Multiemployer Plan ending prior to the Initial Funding Date; no Lien imposed under the Code or ERISA on the assets of Company or any of its Subsidiaries which Borrower or any ERISA Affiliate exists may be required to make under any agreement relating to such Multiemployer Plan; (vii) enter into any Prohibited Transaction for which a class exemption is not available or is likely to arise on account a private exemption previously has not been obtained from the Department of Labor; (viii) permit the occurrence of any Plan; Company and its Subsidiaries and ERISA Affiliates have made all contributions to each Plan within the time required by law or by the terms of such Plan; and Company and its Subsidiaries and ERISA Affiliates do not maintain or contribute to any employee welfare benefit plan (as defined in Section 3(1) of ERISA and subject to ERISA) which provides benefits to retired employees (other than as required by Section 601 et seq. of ERISA) Reportable Event, or any employee pension benefit plan (as defined in Section 3(2) of ERISA and other event or condition, which could subject to ERISA) either the obligations with respect to either of which would reasonably be expected to have a Material Adverse Effect.Borrower or any

Compliance with ERISA. Except as(a) The Borrower shall not, and shall not permit any of its Subsidiaries or any of its ERISA Affiliates to, take, or fail to take, any of the following actions or permit any of the following events to occur if such action or event individually or together with all other actions or events would subject the Borrower, any of its Subsidiaries or any of its ERISA Affiliates to any material tax, penalty, or other liabilities: (i) engage in or knowingly consent to any “party in interest” or any “disqualified person,” as such terms are defined in Section 3(14) of ERISA and Section 4975(e)(2) of the aggregateCode respectively, would not reasonably engaging in any Prohibited Transaction in connection with which the Borrower, any of its Subsidiaries or any ERISA Affiliate could be expected subject to have either a Material Adverse Effect: each civil penalty assessed pursuant to Section 502(i) of ERISA or a tax imposed by Section 4975 of the Code; (ii) terminate any Employee Pension Plan has been operated and administered in a manner so as not to manner, or take any other action, which could result in any liability of Company for failure the Borrower, any of its Subsidiaries or any ERISA Affiliate to comply with the applicable PBGC; (iii) fail to make full payment when due of all amounts which, under the provisions of applicable lawany Plan or any Multiemployer Plan, including the Borrower, any of its Subsidiaries or any ERISA Affiliate is required to pay as contributions thereto, or cause there to be an unpaid “minimum required contribution” as defined in Section 430 of the Code and the Code; no Termination Event Section 303 of ERISA, whether or not there has occurred with respect to been a Plan; to the knowledge waiver of Company, no Multiemployer Plan is insolvent or in reorganization; no Plan has an accumulated or waived any funding deficiency or has applied for an extension of any amortization period within the meaning of Section 412 of the Code; Company and its Subsidiaries Code or Section 303 of ERISA, with respect to any ERISA Affiliates have not incurred any liability Employee Pension Plan or fail to or on account pay PBGC premiums when due; (iv) permit the current value of a Plan pursuant all vested accrued benefits under all Employee Pension Plans which are subject to Section 409, 502(i), 502(l), 4062, 4063, 4064, 4069, 4201 or 4204 Title IV of ERISA or to exceed the current value of the assets of such plans allocable to such vested accrued benefits, except as may be permitted under actuarial funding standards adopted in accordance with Section 4971 or 4975 430 of the Code; no proceedings have been instituted ; (v) withdraw from any Multiemployer Plan, if such withdrawal would result in the imposition of Withdrawal Liability; (vi) fail to terminate any Plan within comply in all material respects with the last fiscal year; using actuarial assumptions requirements of COBRA regarding continued health coverage, of the Health Insurance Portability and computation methods consistent Accountability Act of 1996, as amended, and of Section 1862(b) of the Social Security Act, with subpart 1 of subtitle E of Title IV of ERISA, to the knowledge of Company, Company and its Subsidiaries and ERISA Affiliates would not have any liability respect to any Plans which are Multiemployer Plans in the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Multiemployer Plan ending prior subject to the Initial Funding Daterequirements thereof; no Lien imposed under or (vii) fail to comply, in either form or operation, in all other material respects with the provisions of ERISA and the Code or ERISA on the assets of Company or any of its Subsidiaries or any ERISA Affiliate exists or is likely with respect to arise on account of any Plan; Company and its Subsidiaries and . (b) The Borrower shall comply with the ERISA Affiliates have made all contributions to each Plan within the time required by law or by the terms of such Plan; and Company and its Subsidiaries and ERISA Affiliates do not maintain or contribute to any employee welfare benefit plan (as defined reporting requirements set forth in Section 3(16.4 (ERISA Notices). As used in this Section 8.13, the term “accrued benefit” has the meaning specified in Section 3(23) of ERISA and subject to ERISAthe term “current value” has the meaning specified in Section 4001(a)(18)(B) which provides benefits to retired employees (other than as required by Section 601 et seq. of ERISA) or any employee pension benefit plan (as defined in Section 3(2) of ERISA and subject to ERISA) the obligations with respect to either of which would reasonably be expected to have a Material Adverse Effect.

Compliance with ERISA. Except as, in the aggregate, would not reasonably be expected to have a Material Adverse Effect: each Each Plan has been operated and administered in a manner so as not to result in any material liability of Company Holdings or any of its Subsidiaries for failure to comply with the applicable provisions of applicable law, including ERISA and the Code; no Termination Reportable Event which could reasonably be expected to result in the termination of any Plan has occurred with respect to a Plan; to the best knowledge of CompanyHoldings and the Borrower, no Multiemployer Plan is insolvent or in reorganization; the aggregate fair market value of the assets of each Plan equals or exceeds the aggregate present value of the accrued benefits under such Plan (using the actuarial funding assumptions then in effect for such Plan); no Plan has an accumulated or waived funding deficiency deficiency, has permitted decreases in its funding standard account or has applied for an extension of any amortization period within the meaning of Section 412 of the Code; Company and neither Holdings nor any of its Subsidiaries or nor any ERISA Affiliates have not Affiliate has incurred any material liability to or on account of a Plan pursuant to Section 409, 502(i), 502(l), 515, 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code; no proceedings have been instituted to terminate any Plan within the last fiscal yearPlan; using actuarial assumptions and computation methods consistent with subpart 1 of subtitle Subtitle E of Title IV of ERISA, to the knowledge of Company, Company and its Subsidiaries and its ERISA Affiliates would not have any material liability to any all Plans which are Multiemployer Plans in the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year Fiscal Year of each such Multiemployer Plan ending prior to the Initial Funding Datedate of any Credit Event; no Lien imposed under the Code or ERISA on the assets of Company Holdings or any of its Subsidiaries or any ERISA Affiliate exists or is likely to arise on account of any Plan; Company and Holdings and its Subsidiaries and ERISA Affiliates have made all contributions to each Plan within the time required by law or by the terms of such Plan; and Company and its Subsidiaries and ERISA Affiliates do not maintain or contribute to any employee welfare benefit plan (as defined in Section 3(1) of ERISA and subject to ERISA) which provides benefits to retired employees (other than as required by Section 601 et seq. of ERISA) or any employee pension benefit plan (as defined in Section 3(2) of ERISA and subject to ERISA) ), the ongoing annual obligations with respect to either of which would could reasonably be expected to have a Material Adverse Effect.

Compliance with ERISA. Except as, Each Plan that is a single employer plan as defined in the aggregate, would not reasonably be expected to have Section 4001(a)(15) of ERISA (a Material Adverse Effect: each Plan has been operated and administered "Single Employer Plan") is in a manner so as not to result in any liability of Company for failure to comply substantial compliance with the applicable provisions of applicable law, including ERISA and the Code; no Termination Reportable Event has occurred with respect to a Single Employer Plan; to the best knowledge of Companythe REIT or the Borrower, no Multiemployer Plan is insolvent or in reorganization; no Single Employer Plan has an Unfunded Current Liability; no Single Employer Plan which is subject to Section 412 of the Code or Section 302 of ERISA has an accumulated funding deficiency, within the meaning of such Sections of the Code or waived funding deficiency ERISA, or has applied for or received an extension of any amortization period within the meaning of Section 412 of the CodeCode or Section 303 or 304 of ERISA; Company and all contributions required to be made by the REIT or any of its Subsidiaries or any ERISA Affiliates Affiliate with respect to a Plan have not been timely made; neither the REIT nor any of its Subsidiaries nor any ERISA Affiliate has incurred any material liability to or on account of a Plan pursuant to Section 409, 502(i), 502(l), 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 the Code or 4975 reasonably expects to incur any material liability (including any indirect, contingent, or secondary liability) under ERISA or the Code with respect to any Plan except for contributions to such Plans and benefit payments from such Plans in the ordinary course of the Codebusiness; no proceedings have been instituted to terminate or appoint a trustee to administer any Plan within the last fiscal yearSingle Employer Plan; using actuarial assumptions and computation methods consistent with subpart 1 of subtitle E of Title IV of ERISA, to the best knowledge of Companythe REIT or the Borrower, Company no proceedings have been instituted to terminate or appoint a trustee to administer any Multiemployer Plan; no action, suit, proceeding, hearing or regulatory agency investigation with respect to the administration, operation or the investment of assets of any Single Employer Plan (other than claims for benefits) is pending, expected or threatened; to the best knowledge of the REIT or the Borrower, no action, suit, proceeding, hearing or regulatory agency investigation with respect to the administration, operation or the investment of assets of any Multiemployer Plan (other than claims for benefits) is pending, expected or threatened; no condition exists which presents a substantial risk to the REIT or any of its Subsidiaries or any ERISA Affiliate of incurring a material liability to or on account of a Single Employer Plan pursuant to ERISA and the Code except for contributions to such Plans and benefit payments from such Plans in the ordinary course of business; to the best knowledge of the REIT or the Borrower, no condition exists which presents a substantial risk to the REIT or any of its Subsidiaries or any ERISA Affiliate of incurring any material liability to or on account of a Multiemployer Plan pursuant to ERISA and the Code except for contributions to such Plans and benefit payments from such Plans in the ordinary course of business; the REIT and the Borrower believe that the aggregate liabilities of the REIT and its Subsidiaries and its ERISA Affiliates would not have any liability to any Plans which are all Multiemployer Plans in the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Multiemployer Plan ending plan ended prior to the Initial Funding Datedate of the incurrence of any Loan , could not reasonably be expected to have a material adverse effect on the ability of the REIT or any of its Subsidiaries to perform its obligations under this Agreement or the other Credit Documents to which it is a party; 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 REIT or any of its Subsidiaries or any ERISA Affiliate has at all times been operated in substantial compliance with the provisions of Part 6 of subtitle B of Title I of ERISA and Section 4980B of the Code; no Lien lien imposed under the Code or ERISA on the assets of Company the REIT or any of its Subsidiaries or any ERISA Affiliate exists or, to the best knowledge of the REIT or the Borrower is likely to arise on account of any Plan; Company and the REIT and its Subsidiaries and ERISA Affiliates have made all contributions to each Plan within the time required by law or by the terms of such Plan; and Company and its Subsidiaries and ERISA Affiliates do not maintain or contribute to (A) any employee welfare benefit plan (as defined in Section 3(1) of ERISA and subject to ERISA) which provides benefits to retired employees or other former employees (other than as required by Section 601 et seq. of ERISA) or (B) any employee pension benefit plan (as defined in Section 3(2) of ERISA and subject to ERISA) Plan, the obligations with respect to either of which would could reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the ability of the REIT or any of its Subsidiaries to perform its obligations under this Agreement or the other Credit Documents to which it is a party.

Compliance with ERISA. Except as, Each Plan is in the aggregate, would not reasonably be expected to have a Material Adverse Effect: each Plan has been operated and administered in a manner so as not to result in any liability of Company for failure to comply substantial compliance with the applicable provisions of applicable law, including ERISA and the Code; no Termination Reportable Event has occurred with respect to a PlanPlan within the five-year period ended on the date this representation is made or deemed made; to the knowledge of Company, no Multiemployer Plan is insolvent Insolvent or in reorganizationReorganization; no Single Employer Plan has an Unfunded Current Liability in excess of $5,000,000; no Single Employer Plan has an accumulated or waived funding deficiency deficiency, has permitted decreases in its funding standard account or has applied for an extension of any amortization period within the meaning of Section 412 of the Code; Company and its Subsidiaries or all contributions required to be made with respect to a Plan have been timely made; neither the Borrower, nor any Subsidiary nor any ERISA Affiliates have not Affiliate has incurred any material liability to or on account of a Plan pursuant to Section 409, 502(i), 502(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 CodeCode or reasonably 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 to terminate or appoint a trustee to administer any Plan within the last fiscal yearPlan; using actuarial assumptions and computation methods consistent with subpart 1 of subtitle E of Title IV of ERISA, no condition exists which presents a material risk to the knowledge Borrower or any Subsidiary or any ERISA Affiliate of Company, Company and its Subsidiaries and ERISA Affiliates would not have any incurring a liability to any Plans which are Multiemployer Plans in the event or on account of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Multiemployer Plan ending prior pursuant to the Initial Funding Dateforegoing provisions of ERISA and the Code; no Lien lien imposed under the Code or ERISA on the assets of Company the Borrower or any of its Subsidiaries Subsidiary or any ERISA Affiliate exists or is reasonably likely to arise on account of any Plan; Company and except as otherwise set forth in Schedule 4.17, the Borrower and its Subsidiaries and ERISA Affiliates have made all contributions to each Plan within the time required by law or by the terms of such Plan; and Company and its Subsidiaries and ERISA Affiliates do not maintain or contribute to any employee welfare benefit plan (as defined in Section 3(1) of ERISA and subject to ERISA) which provides benefits to retired employees (other than as required by Section 601 et seq. of ERISA) or any employee pension benefit plan (as defined in Section 3(2) of ERISA other than a Plan), except to the extent that all events described in the preceding clauses of this subsection 4.17 and subject then in existence have not had or with the passage of time are not reasonably likely to ERISA) have, individually and/or in the obligations with respect to either of which would reasonably be expected to have aggregate, a Material Adverse Effect. With respect to Plans that are Multiemployer Plans the representations and warranties in this subsection 4.17 are made to the best knowledge of the Borrower.

Compliance with ERISA. Except as, Each Plan is in the aggregate, would not reasonably be expected to have a Material Adverse Effect: each Plan has been operated and administered in a manner so as not to result in any liability of Company for failure to comply substantial compliance with the applicable provisions of applicable law, including ERISA and the Code; no Termination Reportable Event has occurred with respect to a Plan; to the knowledge of Company, no Multiemployer Plan is insolvent or in reorganization; no 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 has applied for an extension of any amortization period within the meaning of Section 412 of the Code; Company and its all contributions required to be made with respect to a Plan have been timely made; none of Holdings, the Borrower nor any of their respective Subsidiaries or nor any ERISA Affiliates have not Affiliate has incurred any material liability to or on account of a Plan pursuant to Section 409, 502(i), 502(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 CodeCode or reasonably expects to incur any material liability under any of the foregoing Sections with respect to any Plan; no proceedings have been instituted to terminate or appoint a trustee to administer any Plan; no condition exists which presents a material risk to Holdings, the Borrower or any of their respective Subsidiaries or any ERISA Affiliate of incurring a material liability to or on account of a Plan within pursuant to the last fiscal yearforegoing provisions of ERISA and the Code; using actuarial assumptions and computation methods consistent with subpart 1 Part I of subtitle E of Title IV of ERISA, to the knowledge aggregate liabilities of CompanyHoldings, Company and its the Borrower, their respective Subsidiaries and their ERISA Affiliates would not have any liability to any all Plans which are Multiemployer Plans multiemployer plans (as defined in Section 4001(a)(3) of ERISA) in the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Multiemployer Plan ending ended prior to the Initial Funding Datedate of the most recent Credit Event, would not exceed $50,000; no Lien lien imposed under the Code or ERISA on the assets of Company Holdings, the Borrower or any of its their respective Subsidiaries or any ERISA Affiliate exists or is reasonably likely to arise on account of any Plan; Company and its Holdings, the Borrower and their respective Subsidiaries and ERISA Affiliates have made all contributions to each Plan within the time required by law or by the terms of such Plan; and Company and its Subsidiaries and ERISA Affiliates do not maintain or contribute to any employee welfare benefit plan (as defined in Section 3(13(l) of ERISA and subject to ERISA) which provides benefits to retired employees or other former employees (other than as required by Section 601 et seq. of ERISA) or any employee pension benefit plan (as defined in Section 3(2) of ERISA and subject to ERISA) the obligations with respect to either of which would could reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the ability of Holdings, the Borrower or any of its Subsidiaries to perform their respective obligations under the Credit Documents to which they are a party.

Compliance with ERISA. Except asBorrower, and each Subsidiary of Borrower, is in the aggregate, would not reasonably be expected compliance in all material respects with all applicable provisions of ERISA. Neither a Reportable Event nor a Prohibited Transaction has occurred and is continuing with respect to have a Material Adverse Effect: each any ERISA Plan; no notice of intent to terminate an ERISA Plan has been operated and administered filed, nor has any ERISA Plan been terminated, except as disclosed in a manner so as not to result in any liability of Company for failure to comply with the applicable provisions of applicable law, including ERISA and the CodeSchedule 3.5 hereto; no Termination Event circumstances exist which constitute grounds under Section 4042 of ERISA entitling the PBGC to institute proceedings to terminate, or appoint a trustee to administrate, an ERISA Plan, nor has occurred the PBGC instituted any such proceedings; neither Borrower, nor any ERISA Affiliate, nor any Person that was previously treated as a single employer with respect to a Plan; to the knowledge of Company, no Multiemployer Plan is insolvent or in reorganization; no Plan has an accumulated or waived funding deficiency or has applied for an extension of any amortization period within the meaning of Section 412 of the Code; Company and its Subsidiaries Borrower or any ERISA Affiliates have not incurred any liability to Subsidiary of Borrower under Section 4001 or on account of a Plan pursuant to Section 409ERISA, 502(i), 502(l), 4062, 4063, 4064, 4069, has completely or partially withdrawn under Sections 4201 or 4204 of ERISA from a Multiemployer Plan; Borrower, each ERISA Affiliate and any Person that was previously treated as a single employer with any Borrower or any Subsidiary of Borrower under Section 4971 4001 or 4975 ERISA, has met its minimum funding requirements under ERISA with respect to all of its ERISA Plans and the present value of all vested benefits under each such ERISA Plan exceeds the fair market value of all ERISA Plan assets allocable to such benefits, as determined on the most recent valuation data of the Code; no proceedings have been instituted to terminate ERISA Plan and in accordance with the provisions of ERISA for calculating the potential liability of Borrower or any Plan within the last fiscal year; using actuarial assumptions and computation methods consistent ERISA Affiliate or any Person that was previously treated as a single employer with subpart 1 of subtitle E of Title IV Borrower or any Borrower Subsidiary under Section 4001 of ERISA, to the knowledge PBGC or the ERISA Plan under Title IV of CompanyERISA; and neither Borrower nor any ERISA Affiliate nor any Person that was previously treated as a single employer with Borrower or any Borrower Subsidiary under Section 4001 of ERISA, Company and its Subsidiaries and ERISA Affiliates would not have has incurred any liability to any Plans which are Multiemployer Plans in the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Multiemployer Plan ending prior to the Initial Funding Date; no Lien imposed PBGC under the Code or ERISA on the assets of Company or any of its Subsidiaries or any ERISA Affiliate exists or is likely to arise on account of any Plan; Company and its Subsidiaries and ERISA Affiliates have made all contributions to each Plan within the time required by law or by the terms of such Plan; and Company and its Subsidiaries and ERISA Affiliates do not maintain or contribute to any employee welfare benefit plan (as defined in Section 3(1) of ERISA and subject to ERISA) which provides benefits to retired employees (other than as required by Section 601 et seq. of ERISA) or any employee pension benefit plan (as defined in Section 3(2) of ERISA and subject to ERISA) the obligations with respect to either of which would reasonably be expected to have a Material Adverse Effect.

Compliance with ERISA. Except as, in the aggregate, would not reasonably be expected to have a Material Adverse Effect: each (a) No Plan and no trust created under any Plan has been terminated, which termination resulted in any material liability of the Company, any Subsidiary or any ERISA Affiliate which has not been satisfied. All Employee Benefit Plans of the Company and all such plans of its Subsidiaries have been operated and administered in a manner so as not to result in any liability of Company for failure to comply compliance with the applicable provisions of applicable law, including ERISA and the Code; no Termination Event has occurred with respect to a Plan; to Code in all material respects. Neither the knowledge Company nor any of Company, no Multiemployer Plan is insolvent or in reorganization; no Plan has an accumulated or waived funding deficiency or has applied for an extension of any amortization period within the meaning of Section 412 of the Code; Company and its Subsidiaries has breached the fiduciary rules of ERISA in any material respect or engaged in any ERISA Affiliates have not incurred transaction in connection with which any liability such entity could be subjected to or on account of either a Plan material civil penalty assessed pursuant to Section 409, 502(i), ) or 502(l), 4062, 4063, 4064, 4069, 4201 or 4204 ) of ERISA or a material tax imposed by Section 4971 or 4975 of the Code; no proceedings have . Full payment has been instituted to terminate any Plan within made of all amounts which the last fiscal year; using actuarial assumptions and computation methods consistent with subpart 1 of subtitle E of Title IV of ERISA, to the knowledge of Company, Company and its Subsidiaries and ERISA Affiliates would not have any liability to any Plans which are Multiemployer Plans in the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Multiemployer Plan ending prior to the Initial Funding Date; no Lien imposed under the Code or ERISA on the assets of Company or any of its Subsidiaries or any ERISA Affiliate exists or is likely to arise on account of any Plan; Company and its Subsidiaries and their respective ERISA Affiliates have made all contributions to each Plan within the time is required by law or by under the terms of each Employee Benefit Plan, ERISA, the Code or any applicable contract or collective bargaining agreement to have paid as a contribution to such Plan; and Company and its Subsidiaries and ERISA Affiliates do not maintain or contribute to any employee welfare benefit plan Plan as of the date hereof. No accumulated funding deficiency (as defined in Section 3(1) 302 of ERISA and subject Section 412 of the Code), whether or not waived, exists or has occurred with respect to ERISA) which provides benefits any Plan. No material liability to retired employees (the PBGC, other than as required for premiums, has been or is expected by Section 601 et seq. the Company or any of its Subsidiaries or any of their respective ERISA Affiliates to be incurred with respect to any Plan, and there has been no Reportable Event which has not been waived and no event or condition exists which presents a material risk of termination of any Plan by the PBGC. (b) The aggregate fair market value of the assets of the Plans equals or exceeds the aggregate present value of all benefit liabilities under the Plans determined on a termination basis; with respect to any Plan the fair market value of the assets of which does not exceed the present value of all benefit liabilities thereunder (an "Underfunded Plan"), the amount by which the present value of benefit liabilities under each Underfunded Plan (determined on a termination basis) exceeds the fair market value of the assets of such Underfunded Plan is not more than $0.00; and the aggregate amount by which the present value of the benefit liabilities under all Underfunded Plans (determined on a termination basis) exceeds the fair market value of the assets of all such Underfunded Plans is not more than $0.00. (c) No withdrawal liability in excess of $0.00 for which the Company, any Subsidiary or any of their respective ERISA Affiliates may be held liable has been incurred and remains unsatisfied, or is expected to be incurred by the Company or any of its Subsidiaries or any of their respective ERISA Affiliates with respect to all Multiemployer Plans and Multiple Employer Plans if a complete or partial withdrawal (within the meaning of Sections 4203 and 4205, respectively, of ERISA) from all Multiemployer Plans and Multiple Employer Plans by all such persons were to occur. Full payment has been made of all amounts which the Company or any employee pension benefit plan of its Subsidiaries or any of their respective ERISA Affiliates is required under the terms of any Multiemployer Plan, ERISA, the Code or any collective bargaining agreement to have paid as a contribution to such Multiemployer Plan as of the date hereof. (as defined in d) The execution, performance and delivery of this Agreement and the Loan Documents by any party thereto and the issuance and sale of the Notes hereunder and thereunder, and any actions by any Subsidiary of the Company related thereto, will not involve any non-exempt prohibited transaction within the meaning of Section 3(2) 406 of ERISA or Section 4975 of the Code. The Company has delivered to each Purchaser, if requested, a complete and subject to ERISA) the obligations correct list of all employee benefit plans with respect to either which the Company is a party in interest or with respect to which any of which would reasonably be expected to their securities are employer securities. As used in this subsection 5.20(d), the terms "employee benefit plans" and "party in interest" have a Material Adverse Effectthe respective meanings specified in section 3 of ERISA, and the term "employer securities" has the meaning specified in section 407 (d) (1) of ERISA.

Compliance with ERISA. Except as, in the aggregate, would not reasonably be expected (a) Neither Borrower nor any ERISA Affiliate has a Pension Plan which is subject to have a Material Adverse Effect: each Plan has been operated and administered in a manner so as not to result in any liability Part 3 of Company for failure to comply with the applicable provisions Subtitle B of applicable law, including Title 1 of ERISA and the Code; no Termination Event has occurred with respect to a Plan; to the knowledge of Company, no Multiemployer Plan is insolvent or in reorganization; no Plan has an accumulated or waived funding deficiency or has applied for an extension of any amortization period within the meaning of Section 412 of the Code; Company and its Subsidiaries or ; (b) neither Borrower nor any ERISA Affiliates have not incurred Affiliate maintains or has maintained, contributes to or has contributed to, or has any liability or contingent liability with respect to or on account of a Pension Plan pursuant subject to Section 409, 502(i), 502(l), 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code; no proceedings have been instituted to terminate any Plan within the last fiscal year; using actuarial assumptions and computation methods consistent with subpart 1 of subtitle E of Title IV of ERISA; (c) neither Borrower nor any ERISA Affiliate maintains or has maintained, contributes to or has contributed to, or has any liability or contingent liability with respect to a Multiemployer Plan; (d) neither Borrower nor any ERISA Affiliate has any contingent liability with respect to any post-retirement benefit under a welfare plan (as such term is defined in Section 3(l) of ERISA) other than liability for continuation coverage described in Part 6 of Title 1 of ERISA; (e) to the best knowledge of Company, Company Borrower and its Subsidiaries Subsidiaries, Borrower and all Plans contributed to or maintained by any of them are in compliance in all material respects with all applicable provisions of ERISA Affiliates would not have and the Code and with the applicable law and administrative requirements of any liability to any relevant jurisdiction and the regulations and published interpretations thereunder, including, without limitation, the provisions of ERISA and the Code requiring continuation coverage under Plans which are Multiemployer Plans in the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Multiemployer Plan ending prior group health plans subject to the Initial Funding Date; no Lien imposed under the Code Consolidated Omnibus Budget Reconciliation Act of 1985 or ERISA on the assets of Company or similar law; (f) neither Borrower nor any of its Subsidiaries or any ERISA Affiliate exists or is likely to arise on account of any Plan; Company and its Subsidiaries and ERISA Affiliates have made all contributions to each Plan within the time required by law or by the terms of such Plan; and Company and its Subsidiaries and ERISA Affiliates do not maintain or contribute is a party in interest with respect to any employee welfare benefit plan (as defined in Section 3(13(3) of ERISA and subject to ERISA) which provides benefits to retired employees (other than as required by Section 601 et seq. of ERISA) other than a Plan; (g) neither Borrower nor any of its ERISA Affiliates has breached any of the responsibilities, obligations or duties imposed upon any employee pension benefit plan of such Persons by the Code or ERISA which breach has given rise, or could give rise in the future to any obligation to pay money that would have a Material Adverse Effect on any of such Persons; (as defined in Section 3(2h) of ERISA and subject to ERISA) there are no actions, suits or claims other than for routine claims for benefits pending or threatened, involving the obligations with respect to either of which Plans that would reasonably be expected to have a Material Adverse Effect; and (i) all required reports and descriptions of the Plans of Borrower or its ERISA Affiliates (including but not limited to Form 5500 Annual Reports, Summary Annual Reports and Summary Plan Descriptions) have been timely filed and distributed, and any notices required by ERISA or the Code or the law of any other applicable jurisdiction or any ruling or regulation of any administrative agency of any applicable jurisdiction with respect to such Plans, including but not limited to any notices required by Section 204(h) or Section 606 of ERISA or Section 4980B of the Code have been appropriately given.

Compliance with ERISA. Except asas set forth on Schedule 3.16, the Company has made available to the Purchaser true and complete copies of each Employment Agreement and each material Company Benefit Plan, as well as certain related documents, including, but not limited to, (a) the actuarial report for such Company Benefit Plan (if applicable) for each of the last two years, (b) the most recent determination letter from the IRS (if applicable) for such Company Benefit Plan, (c) the two most recent annual reports (Series 5500 and related schedules) required under ERISA (if any), (d) the most recent summary plan descriptions (with all material modifications) and (e) all material communications to any current or former employees of the Company relating to any material Company Benefit Plan or Employment Agreement. Except as would not, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect: (A) each Plan of the Company Benefit Plans has been operated and administered in a manner all material respects in compliance with its terms and all applicable Laws; (B) each of the Company Benefit Plans intended to be “qualified” within the meaning of Section 401(a) of the Code is so as not to result in any liability of Company for failure to comply with the applicable provisions of applicable lawqualified; and (C) there are no pending, including ERISA and the Code; no Termination Event has occurred with respect to a Plan; or to the knowledge of Company, no Multiemployer Plan threatened claims (other than routine claims for benefits) by, on behalf of or against any of the Company Benefit Plans or any trusts related thereto or pursuant to any Employment Agreement. Neither the Company nor any ERISA Affiliate currently sponsors, maintains or contributes to, and is insolvent not required to contribute to, nor has ever sponsored, maintained or in reorganization; no Plan has an accumulated contributed to, and been required to contribute to, or waived funding deficiency or has applied for an extension of incurred any amortization period liability with respect to any “employee benefit plan” (within the meaning of Section 412 3(3) of ERISA) that is subject to Section 302 of the Code; Company and its Subsidiaries Code or any ERISA Affiliates have not incurred any liability to or on account of a Plan pursuant to Section 409, 502(i), 502(l), 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code; no proceedings have been instituted to terminate any Plan within the last fiscal year; using actuarial assumptions and computation methods consistent with subpart 1 of subtitle E of Title IV of ERISA. No non-exempt “prohibited transaction,” within the meaning of Section 4975 of the Code or Section 406 of ERISA, has occurred with respect to any Company Benefit Plan which could, individually or in the aggregate, reasonably be expected to result in a material liability to the Company. No material liability under any Company Benefit Plan has been funded nor has any such obligation been satisfied with the purchase of a contract from an insurance company as to which the Company has received notice that such insurance company is insolvent or is in rehabilitation or any similar proceeding. No Company Benefit Plan is under audit or, to the knowledge of the Company, investigation by, or is the subject of a proceeding with respect to, the IRS, the Department of Labor or the Pension Benefit Guaranty Corporation, and, to the knowledge of the Company, no such audit, investigation or proceeding is threatened. Except as set forth on Schedule 3.16, with respect to each Company and its Subsidiaries and ERISA Affiliates would not have Benefit Plan which provides medical benefits, short-term disability benefits or long-term disability benefits (other than any “pension plan” within the meaning of Section 3(2) of ERISA), all claims incurred by the Company under such Company Benefit Plan are either insured pursuant to a contract of insurance whereby the insurance company bears any risk of loss with respect to such claims or covered under a contract with a health maintenance organization pursuant to which such health maintenance organization bears the liability to any Plans which are Multiemployer Plans for such claims. Except as set forth on Schedule 3.16 hereto or disclosed in the event of a complete withdrawal therefrom, as of SEC Reports filed with the close of the most recent fiscal year of each such Multiemployer Plan ending Commission prior to the Initial Funding Date; no Lien imposed date hereof, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (either alone or in conjunction with any other event such as termination of employment) (i) result in, or cause any increase, acceleration or vesting of, any payment, benefit or award under the Code any Company Benefit Plan or ERISA Employment Agreement to any director or employee of Company or any of its Subsidiaries, (ii) give rise to any obligation to fund for any such payments, awards or benefits, (iii) give rise to any limitation on the assets ability of the Company or any of its Subsidiaries to amend or terminate any Company Benefit Plan, or (iv) result in any payment or benefit that will or may be made by the Company or any of its Subsidiaries or affiliates that will be characterized as an “excess parachute payment,” within the meaning of Section 280G of the Code. Except as set forth on Schedule 3.16, neither the Company nor any ERISA Affiliate exists or is likely to arise on account of any Plan; Company and its Subsidiaries and or ERISA Affiliates have made all contributions has any liability to each Plan within the time required by law provide any post-retirement or by the terms of such Plan; and Company and its Subsidiaries and ERISA Affiliates do not maintain post-termination life, health, medical or contribute other welfare benefits to any employee welfare benefit plan (as defined current or former employees or beneficiaries or dependents thereof which, individually or in Section 3(1) of ERISA and subject to ERISA) which provides benefits to retired employees (other than the aggregate, is material, except for health continuation coverage as required by Section 601 et seq. 4980B of ERISA) the Code or any employee pension benefit plan (as defined in Section 3(2) Part 6 of Title I of ERISA or applicable sta te healthcare continuation coverage Laws which, individually or in the aggregate, is at no material expense to the Company and subject to ERISA) the obligations with its Subsidiaries. With respect to either each Company Benefit Plan, there are no understandings, agreements or undertakings that would prevent the Company from amending or terminating such Company Benefit Plan at any time without incurring material liability thereunder other than in respect of which would reasonably be expected accrued obligations and medical or welfare claims incurred prior to have a Material Adverse Effectsuch amendment or termination.

Compliance with ERISA. Except as, in the aggregate, would not reasonably be expected to have a Material Adverse Effect: each (a) Each Plan has been operated and administered in a manner so as not to result in any material liability of Company any Borrower, its Subsidiaries and their ERISA Affiliates for failure to comply with the applicable provisions of applicable law, including ERISA and the Code; no Termination Reportable Event which could reasonably be expected to result in the termination of any Plan has occurred with respect to a Plan; to the best knowledge of Companyeach Borrower, no Multiemployer Plan is insolvent or in reorganization; no Plan has an accumulated or waived funding deficiency or has applied for an extension of any amortization period within the meaning of Section 412 of the Code; Company the Borrowers and its their Subsidiaries or any and their ERISA Affiliates have not incurred any material liability to or on account of a Plan pursuant to Section 409, 502(i), 502(l502(1), 515, 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code; no proceedings have been instituted to terminate any Plan within the last fiscal yearPlan; using actuarial assumptions and computation methods consistent with subpart 1 of subtitle Subtitle E of Title IV of ERISA, to the knowledge of Company, Company Borrowers and its their Subsidiaries and ERISA Affiliates would not have any material liability to any Plans which are Multiemployer Plans in the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year Fiscal Year of each such Multiemployer Plan ending prior to the Initial Funding DatePlan; no Lien imposed under the Code or ERISA on the assets of Company the Borrowers or any of its their Subsidiaries or any ERISA Affiliate exists or is likely to arise on account of any Plan; Company and its the Borrowers and their Subsidiaries and ERISA Affiliates have made all contributions to each Plan within the time required by law or by the terms of such Plan; and Company and its Subsidiaries and ERISA Affiliates do not maintain or contribute to any employee welfare benefit plan (as defined in Section 3(1) of ERISA and subject to ERISA) which provides benefits to retired employees (other than as required by Section 601 et seq. of ERISA) or any employee pension benefit plan (as defined in Section 3(2) of ERISA and subject to ERISA) the ongoing annual obligations with respect to either of which would could reasonably be expected to have a Material Adverse Effect. (i) Each Foreign Pension Plan is in compliance and in good standing (to the extent such concept exists in the relevant jurisdiction) in all material respects with all laws, regulations and rules applicable thereto, including all funding requirements, and the respective requirements of the governing documents for such Foreign Pension Plan; (ii) with respect to each Foreign Pension Plan maintained or contributed to by each Borrower or any of its Subsidiaries, (x) that is required by applicable law to be funded in a trust or other funding vehicle is in material compliance with applicable law regarding funding requirements, and (y) that is not required by applicable law to be funded in a trust or other funding vehicle, reasonable reserves have been established in accordance with prudent business practice or where required by ordinary accounting practices in the jurisdiction in which such Foreign Pension Plan is maintained; (iii) all material contributions required to have been made by each Borrower or any of its Subsidiaries to any Foreign Pension Plan have been made within the time required by law or by the terms of such Foreign Pension Plan; and (iv) to the knowledge of each Borrower or any of its Subsidiaries, no actions or proceedings have been taken or instituted to terminate or wind-up a Foreign Pension Plan with respect to which such Borrower, its Subsidiaries and their ERISA Affiliates could have any material liability.

Compliance with ERISA. Except as, Each Plan is in the aggregate, would not reasonably be expected to have a Material Adverse Effect: each Plan has been operated and administered in a manner so as not to result in any liability of Company for failure to comply substantial compliance with the applicable provisions of applicable law, including ERISA and the Code; no Termination Reportable Event has occurred with respect to a Plan; to the knowledge of Company, no Multiemployer Plan is insolvent or in reorganization; no 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 has applied for an extension of any amortization period within the meaning of Section 412 of the Code; Company and its all contributions required to be made with respect to a Plan have been timely made; none of Holdings, the Borrower nor any of their respective Subsidiaries or nor any ERISA Affiliates have not Affiliate has incurred any material liability to or on account of a Plan pursuant to Section 409, 502(i), 502(l502(1), 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 CodeCode or reasonably expects to incur any material liability under any of the foregoing Sections with respect to any Plan; no proceedings have been instituted to terminate or appoint a trustee to administer any Plan; no condition exists which presents a material risk to Holdings, the Borrower or any of their respective Subsidiaries or any ERISA Affiliate of incurring a material liability to or on account of a Plan within pursuant to the last fiscal yearforegoing provisions of ERISA and the Code; using actuarial assumptions and computation methods consistent with subpart Part 1 of subtitle E of Title IV of ERISA, to the knowledge aggregate liabilities of CompanyHoldings, Company and its the Borrower, their respective Subsidiaries and their ERISA Affiliates would not have any liability to any all Plans which are Multiemployer Plans multiemployer plans (as defined in Section 4001(a)(3) of ERISA) in the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Multiemployer Plan ending ended prior to the Initial Funding Datedate of the most recent Credit Event, would not exceed $50,000; no Lien lien imposed under the Code or ERISA on the assets of Company Holdings, the Borrower or any of its their respective Subsidiaries or any ERISA Affiliate exists or is reasonably likely to arise on account of any Plan; Company and its Holdings, the Borrower and their respective Subsidiaries and ERISA Affiliates have made all contributions to each Plan within the time required by law or by the terms of such Plan; and Company and its Subsidiaries and ERISA Affiliates do not maintain or contribute to any employee welfare benefit plan (as defined in Section 3(1) of ERISA and subject to ERISA) which provides benefits to retired employees or other former employees (other than as required by Section 601 et seq. of ERISA) or any employee pension benefit plan (as defined in Section 3(2) of ERISA and subject to ERISA) the obligations with respect to either of which would could reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the ability of Holdings, the Borrower or any of its Subsidiaries to perform their respective obligations under the Credit Documents to which they are a party.

Compliance with ERISA. Except as, (a) The Company and each ERISA Affiliate have operated and administered each Plan in the aggregate, compliance with all applicable laws except for such instances of noncompliance as have not resulted in and would not reasonably be expected to have result in a Material Adverse Effect: each Plan . Neither the Company nor any ERISA Affiliate has been operated incurred any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans (as defined in section 3 of ERISA), and administered in a manner so as not no event, transaction or condition has occurred or exists that would reasonably be expected to result in the incurrence of any such liability by the Company or any ERISA Affiliate, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate, in either case pursuant to Title I or IV of ERISA or to such penalty or excise tax provisions or to section 401(a)(29) or 412 of the Code or section 4068 of ERISA, other than such liabilities or Liens as would not be individually or in the aggregate Material. (b) Neither the Company nor any ERISA Affiliate maintains, contributes to or has any liability of Company for failure to comply with the applicable provisions of applicable law, including ERISA and the Code; no Termination Event has occurred with respect to a any Plan; , which is subject to the knowledge Title IV of Company, no Multiemployer Plan is insolvent or in reorganization; no Plan has an accumulated or waived funding deficiency or has applied for an extension of any amortization period within the meaning of Section 412 of the Code; ERISA. (c) The Company and its Subsidiaries or any ERISA Affiliates have not incurred any liability withdrawal liabilities (and are not subject to or on account of a Plan pursuant to Section 409, 502(i), 502(l), 4062, 4063, 4064, 4069, contingent withdrawal liabilities) under section 4201 or 4204 of ERISA in respect of Multiemployer Plans that individually or Section 4971 or 4975 in the aggregate are Material. (d) The expected post-retirement benefit obligation (determined as of the last day of the Company’s most recently ended fiscal year in accordance with Financial Accounting Standards Board Statement No. 106, without regard to liabilities attributable to continuation coverage mandated by section 4980B of the Code; no proceedings have been instituted to terminate any Plan within ) of the last fiscal year; using actuarial assumptions and computation methods consistent with subpart 1 of subtitle E of Title IV of ERISA, to the knowledge of Company, Company and its Subsidiaries is not Material. (e) The execution and delivery of this Agreement and the issuance and sale of the Notes hereunder will not involve any transaction that is subject to the prohibitions of Section 406 of ERISA Affiliates or in connection with which a tax would not have any liability be imposed pursuant to any Plans which are Multiemployer Plans Section 4975(c)(1)(A)-(D) of the Code. The representation by the Company in the event first sentence of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Multiemployer Plan ending prior to the Initial Funding Date; no Lien imposed under the Code or ERISA on the assets of Company or any of its Subsidiaries or any ERISA Affiliate exists or this Section 5.12(e) is likely to arise on account of any Plan; Company and its Subsidiaries and ERISA Affiliates have made all contributions to each Plan within the time required by law or by the terms of such Plan; and Company and its Subsidiaries and ERISA Affiliates do not maintain or contribute to any employee welfare benefit plan (as defined in Section 3(1) of ERISA reliance upon and subject to ERISA) which provides benefits to retired employees (other than as required by Section 601 et seq. the accuracy of ERISA) or any employee pension benefit plan (as defined each Purchaser’s representation in Section 3(2) 6.2 as to the sources of ERISA and subject the funds to ERISA) be used to pay the obligations with respect purchase price of the Notes to either of which would reasonably be expected to have a Material Adverse Effectpurchased by such Purchaser.

Compliance with ERISA. Except as, in (a) No Pension Plan which is subject to Part 3 of Subtitle B of Title 1 of ERISA or Section 412 of the aggregate, would not reasonably be expected to have a Material Adverse Effect: each Plan has been operated and administered in a manner so as not to result in any liability of Company for failure to comply with the applicable provisions of applicable law, including ERISA and the Code; no Termination Event has occurred with respect to a Plan; to the knowledge of Company, no Multiemployer Plan is insolvent or in reorganization; no Plan has Code had an accumulated or waived funding deficiency (as such term is defined in Section 302 of ERISA or has applied for an extension of any amortization period within the meaning of Section 412 of the Code; Company and its Subsidiaries or any ERISA Affiliates have not incurred any liability to or on account of a Plan pursuant to Section 409, 502(i), 502(l), 4062, 4063, 4064, 4069, 4201 whether or 4204 of ERISA or Section 4971 or 4975 of the Code; no proceedings have been instituted to terminate any Plan within the last fiscal year; using actuarial assumptions and computation methods consistent with subpart 1 of subtitle E of Title IV of ERISA, to the knowledge of Company, Company and its Subsidiaries and ERISA Affiliates would not have any liability to any Plans which are Multiemployer Plans in the event of a complete withdrawal therefromwaived, as of the close last day of the most recent fiscal year of each such Pension Plan heretofore ended; (b) no liability to the PBGC (other than required insurance premiums, all of which have been paid) has been incurred and is outstanding with respect to any Pension Plan, and there has not been any Reportable Event, or any other event or condition, which presents a material risk of involuntary termination of any Pension Plan by the PBGC; (c) neither any Multiemployer Plan ending prior or Plan nor any trust created thereunder, nor any trustee or administrator thereof, has, to the Initial Funding Date; no Lien imposed under knowledge of Holdings or the Borrower, engaged in a prohibited transaction (as such term is defined in Section 4975 of the Code or ERISA on the assets Section 406 of Company ERISA) that could subject Holdings or any of its Subsidiaries or ERISA Affiliates to any material tax or penalty on prohibited transactions imposed under said Section 4975; (d) no material liability has been incurred and is outstanding with respect to any Multiemployer Plan as a result of the complete or partial withdrawal by Holdings or any of its Subsidiaries or ERISA Affiliate exists Affiliates from such Multiemployer Plan under Title IV of ERISA, nor has Holdings or any of its Subsidiaries or ERISA Affiliates been notified by any Multiemployer Plan that such Multiemployer Plan is likely currently in reorganization or insolvency under and within the meaning of Section 4241 or 4245 of ERISA or that such Multiemployer Plan intends to arise on account terminate or has been terminated under Section 4041A of any Plan; Company ERISA; (e) Holdings and its Subsidiaries and ERISA Affiliates have made are in compliance in all contributions material respects with all applicable provisions of ERISA and the Code and the regulations and published interpretations thereunder with respect to each Plan within all Plans and Multiemployer Plans; (f) as of the time required by law or by Closing Date, the terms actuarial present value of such Plan; and Company and its Subsidiaries and ERISA Affiliates do not maintain or contribute to any employee welfare all benefit plan liabilities (as defined in Section 3(14001(a)(16) of ERISA) under all Pension Plans that are subject to Title IV of ERISA did not exceed the fair market value of the assets allocable to such liabilities, determined as if all such Plans were terminated as of the Closing Date, and by using the Plan’s actuarial assumptions as set forth in the most recent actuarial report pertaining to each Plan; (g) as of the Closing Date, none of Holdings, the Borrower or any of their Subsidiaries or ERISA Affiliates is a party to a “multiple employer plan” (as defined in 29 CFR 2530.210(c)(3)) or, except as set forth on Schedule 4.19, a Multiemployer Plan. With respect to the Multiemployer Plan listed on Schedule 4.19, as of the Closing Date, such Multiemployer Plan has no unfunded vested benefits within the meaning of Section 4213(c) of ERISA and subject to ERISA) for which provides benefits to retired employees (other than as required by Section 601 et seq. of ERISA) Holdings, the Borrower or any of their Subsidiaries or ERISA Affiliates is or could become liable; (h) no event has occurred with respect to any Plan or with respect to any other employee benefit pension benefit plan (as defined in Section 3(2) of ERISA and subject to ERISA) established or maintained at any time during the obligations five-year period immediately preceding the Closing Date for the benefit of employees of Holdings or any of its Subsidiaries or ERISA Affiliates which presents a risk of material liability of Holdings or any of its Subsidiaries or ERISA Affiliates under Section 4069 of ERISA; (i) there are no material liabilities under the Plans that are employee welfare benefit plans (as defined in Section 3(1) of ERISA) providing for medical, health, life or other welfare benefits that are not insured by fully paid non-assessable insurance policies, and no such Plan provides for continued medical, health, life or other welfare benefits for employees after they leave the employment of Holdings or any of its Subsidiaries or ERISA Affiliates (other than any such welfare benefits required to be provided under the Consolidated Omnibus Budget Reconciliation Act or other similar law); and (j) Schedule 4.19 contains a complete and accurate list of each of the employee benefit plans (as defined in Section 3(3) of ERISA) with respect to either which the Borrower or Holdings or any of which would reasonably be expected to have their respective Subsidiaries or ERISA Affiliates is a Material Adverse Effect“party in interest” as defined in Section 3 of ERISA or a “disqualified person” as defined in Section 4975 of the Code.

Compliance with ERISA. Except as, in the aggregate, would not reasonably be expected to have a Material Adverse Effect: each Plan has been operated and administered in a manner so as not to result in any liability of Company for failure to comply with the applicable provisions of applicable law, including ERISA and the Code; no Termination Event has occurred with respect to a Plan; to the knowledge of Company, no Multiemployer Plan is insolvent or in reorganization; no Plan has an accumulated or waived funding deficiency or has applied for an extension of any amortization period within the meaning of Section 412 of the Code; Company and its Subsidiaries or any ERISA Affiliates have not incurred any liability to or on account of a Plan pursuant to Section 409, 502(i), 502(l), 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code; no proceedings have been instituted to terminate any Plan within the last fiscal year; using actuarial assumptions and computation methods consistent with subpart 1 of subtitle E of Title IV of ERISA, to the knowledge of Company, Company and its Subsidiaries and ERISA Affiliates would not have any liability to any Plans which are Multiemployer Plans in the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Multiemployer Plan ending prior to the Initial Funding Date; no Lien imposed under the Code or ERISA on the assets of Company or Neither Redwood Empire nor any of its Subsidiaries subsidiaries has, since its inception, either maintained or any ERISA Affiliate exists or is likely contributed to arise on account of any Plan; Company and its Subsidiaries and ERISA Affiliates have made all contributions to each Plan within the time required by law or by the terms of such Plan; and Company and its Subsidiaries and ERISA Affiliates do not maintain or contribute to any employee welfare benefit plan (as defined in Section 3(1) of ERISA and subject to ERISA) which provides benefits to retired employees (other than as required by Section 601 et seq. of ERISA) or any an employee pension benefit plan (plan, as defined in Section 3(2) of ERISA and subject ERISA, including multi-employer plans, other than the Redwood Empire Bancorp 401(k) Profit Sharing Plan (the “Redwood Plan”). With respect to ERISAthe Redwood Plan, as of the Effective Time (i) the obligations form of the Redwood Plan, to the best of Redwood Empire’s knowledge, has in all material respects been (and currently is) in compliance with all the requirements of Section 401 or Section 408 of the IRC, as applicable; (ii) Redwood Empire shall not have amended the Redwood Plan or administered the Redwood Plan in a manner inconsistent with such requirements; (iii) no contributions have exceeded the limitations set forth in Section 415 of the IRC; (iv) all required and necessary filings with the Internal Revenue Service (“IRS”), Department of Labor and any other governmental agencies with respect to the Redwood Plan for all periods ending at or prior to the Effective Time will have been made on a timely basis by Redwood Empire and the plan administrator; (v) there shall have been no material violation of Parts 1 and 4 of Subtitle B of Title I of ERISA or of Section 4975 of the IRC; and (vi) there shall have been no action, claim or demand of any kind known to Redwood Empire brought or threatened by any potential claimant or representative of such claimant under the Redwood Plan or Trust where Redwood Empire may be either (A) liable directly on such action, claim or demand, or (B) obligated to indemnify any person, group of which would reasonably be expected persons or entity with respect to have a Material Adverse Effectsuch action, claim or demand, unless such action, claim or demand is covered by adequate reserves reflected in Redwood Empire’s December 31, 2003, financial statements or an insurer of Redwood Empire has agreed to defend against and pay the amount of any resulting liability without reservation.

Compliance with ERISA. (i) Except as, in the aggregate, as would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect: each Plan has been operated (A) the Company, its Subsidiaries and administered any trade or business (whether or not incorporated) that, together with the Company and its Subsidiaries, is treated as a single employer under Section 414(b) or (c) of the Code, or, solely for purposes of Section 302 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and Section 412 of the Code, is treated as a single employer under Section 414 of the Code (the “ERISA Affiliates”), are in a manner so as not to result in any liability of Company for failure to comply compliance with the applicable provisions of applicable law, including ERISA and the Codeprovisions of the Code relating to ERISA Plans and the regulations and published interpretations thereunder; (B) other than as a result of the filing of the Chapter 11 Cases, no Termination Event “Reportable Event” as defined in Section 4043(c) of ERISA or the regulations issued thereunder, other than those events as to which the 30- day notice period referred to in Section 4043(c) of ERISA has occurred been waived, with respect to a Plan; an ERISA Plan (other than an ERISA Plan maintained by an ERISA Affiliate that is considered an ERISA Affiliate only pursuant to the knowledge of Company, no Multiemployer Plan is insolvent subsection (m) or in reorganization; no Plan has an accumulated or waived funding deficiency or has applied for an extension of any amortization period within the meaning (o) of Section 412 414 of the Code; Company and its Subsidiaries or any ERISA Affiliates have not incurred any liability ) has occurred during the past five (5) years as to or on account of a Plan pursuant to Section 409, 502(i), 502(l), 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of which the Code; no proceedings have been instituted to terminate any Plan within the last fiscal year; using actuarial assumptions and computation methods consistent with subpart 1 of subtitle E of Title IV of ERISA, to the knowledge of Company, Company and its Subsidiaries and ERISA Affiliates would not have any liability to any Plans which are Multiemployer Plans in the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Multiemployer Plan ending prior to the Initial Funding Date; no Lien imposed under the Code or ERISA on the assets of Company or any of its Subsidiaries or any ERISA Affiliate exists was required to file a report with the Pension Benefit Guaranty Corporation, other than reports that have been filed; (C) other than as a result of the filing of the Chapter 11 Cases, no ERISA Event has occurred or is likely reasonably expected to arise on account occur; and (D) neither the Company nor any of any Plan; Company and its Subsidiaries and or any ERISA Affiliates have made all contributions to each Affiliate has received any written notification that any Multiemployer Plan is in reorganization or has been terminated within the time required by law meaning of Title IV of ERISA, or by has knowledge that any Multiemployer Plan is reasonably expected to be in reorganization or to be terminated. For purposes of this Agreement, “ERISA Event” shall mean (a) any Reportable Event, (b) the terms of such Plan; and Company and its Subsidiaries and ERISA Affiliates do not maintain or contribute existence with respect to any employee welfare benefit plan ERISA Plan of an “accumulated funding deficiency” (as defined in Section 3(1412 of the Code or Section 302 of ERISA), whether or not waived, (c) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA and subject of an application for a waiver of the minimum funding standard with respect to ERISAany ERISA Plan, the failure to make by its due date a required installment under Section 412(m) which provides benefits of the Code with respect to retired employees (other than as any ERISA Plan or the failure to make any required by Section 601 et seq. of ERISA) or any employee pension benefit plan contribution to a Multiemployer Plan (as defined in Section 3(24001(a)(3) of ERISA and subject to ERISA), (d) the obligations incurrence by the Company, any of its Subsidiaries or any ERISA Affiliate of any liability under Title IV of ERISA with respect to either the termination of which would reasonably be expected to have a Material Adverse Effect.any ERISA Plan, (e) the receipt by the Company, any of its Subsidiaries or any ERISA Affiliate from the Pension Benefit Guaranty

Compliance with ERISA. Except as, in the aggregate, would not reasonably be expected to have a Material Adverse Effect: each Plan has been operated and administered in a manner so as not to result in any liability of Company any Borrower for failure to comply with the applicable provisions of applicable law, including ERISA and the Code; no Termination Event has occurred with respect to a Plan; to the best knowledge of Companyeach Borrower, no Multiemployer Plan is insolvent or in reorganization; no Plan has an accumulated or waived funding deficiency or has applied for an extension of any amortization period within the meaning of Section 412 of the Code; Company the Borrowers and its their Subsidiaries or any ERISA Affiliates have not incurred any liability to or on account of a Plan pursuant to Section 409, 502(i), 502(l502(1), 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code; no proceedings have been instituted to terminate any Plan within the last fiscal yearFiscal Year; using actuarial assumptions and computation methods consistent with subpart 1 of subtitle E of Title IV of ERISA, to the best knowledge of Companythe Borrowers, Company the Borrowers and its their Subsidiaries and ERISA Affiliates would not have any liability to any Plans which are Multiemployer Plans in the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year Fiscal Year of each such Multiemployer Plan ending prior to the Initial Funding Datedate of any Credit Extension; no Lien imposed under the Code or ERISA on the assets of Company the Borrowers or any of its their Subsidiaries or any ERISA Affiliate exists or is likely to arise on account of any Plan; Company the Borrowers and its their Subsidiaries and ERISA Affiliates have made all contributions to each Plan within the time required by law or by the terms of such Plan; and Company the Borrowers and its their Subsidiaries and ERISA Affiliates do not maintain or contribute to any employee welfare benefit plan (as defined in Section 3(1) of ERISA and subject to ERISA) which provides benefits to retired employees (other than as required by Section 601 et seq. of ERISA) or any employee pension benefit plan (as defined in Section 3(2) of ERISA and subject to ERISA) the obligations with respect to either of which would reasonably be expected to have a Material Adverse Effect.

Compliance with ERISA. Except asas set forth on Schedule 7.14, in --------------------- neither the aggregateIssuer nor any ERISA Affiliate sponsors, would not reasonably be expected maintains or contributes to, or has an obligation to have a Material Adverse Effect: each contribute to, any Plan that is subject to Title IV of ERISA or to any Multiemployer Plan. With respect to any such Plan or any Multiemployer Plan that is or was previously sponsored, maintained or contributed to, or with respect to which the Issuer or any of its ERISA Affiliates has or had an obligation to contribute: (a) No such Plan has been operated and administered in a manner terminated so as not to result in subject, directly or indirectly, any assets of Issuer or its ERISA Affiliates to any liability or the imposition of Company for failure any liens under Title IV of ERISA; (b) No proceeding has been initiated or threatened by any person including the PBGC, to comply terminate any such Plan; (c) No condition or event exists or is expected to occur with respect to any such Plan that could subject, directly or indirectly, any assets of the applicable provisions Issuer or its ERISA Affiliates to any liability, contingent or otherwise, or the imposition of applicable lawany lien under Title IV of ERISA, including ERISA and whether to the Code; no Termination PBGC or to any other person; (d) No Reportable Event has occurred and is continuing with respect to a any such Plan; ; (e) No such Plan which is subject to Section 302 of ERISA or Section 412 of the knowledge of Company, no Multiemployer Plan is insolvent or in reorganization; no Plan Code has incurred an accumulated or waived funding deficiency or has applied for an extension deficiency, as defined in Section 302 of any amortization period within the meaning of ERISA and Section 412 of the Code, whether or not such deficiency has been waived; (f) Neither the Issuer nor any ERISA Affiliate has incurred or reasonably expects to incur any Withdrawal Liability; Company and its Subsidiaries and (g) Neither the Issuer nor any ERISA Affiliate has been notified by the sponsor of any Multiemployer Plan to which the Issuer or any ERISA Affiliates have not incurred any liability Affiliate is or was required to make or on account of accrue a contribution that such Multiemployer Plan pursuant to Section 409, 502(i), 502(l), 4062, 4063, 4064, 4069, 4201 is in reorganization or 4204 of ERISA or Section 4971 or 4975 of the Code; no proceedings have has been instituted to terminate any Plan terminated within the last fiscal year; using actuarial assumptions and computation methods consistent with subpart 1 of subtitle E meaning of Title IV of ERISA, to . Neither the knowledge of Company, Company and its Subsidiaries and ERISA Affiliates would not have any liability to any Plans which are Multiemployer Plans in the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Multiemployer Plan ending prior to the Initial Funding Date; no Lien imposed under the Code or ERISA on the assets of Company or Issuer nor any of its Subsidiaries ERISA Affiliates has engaged in a transaction in connection with which the Issuer or such ERISA Affiliate would be subject to liability either for a civil penalty assessed pursuant to Section 502(i) of ERISA or tax imposed by Section 4975 of the Code. All Plans maintained by the Issuer or any ERISA Affiliate exists or is likely to arise on account of any Plan; Company and its Subsidiaries and ERISA Affiliates have made all contributions to each Plan within the time required by law or by the terms of such Plan; and Company and its Subsidiaries and ERISA Affiliates do not maintain or contribute to any employee welfare benefit plan (as defined been administered in Section 3(1) of compliance with ERISA and subject to ERISA) which provides benefits to retired employees (other than as required by Section 601 et seq. the applicable provisions of ERISA) or any employee pension benefit plan (as defined in Section 3(2) of ERISA and subject to ERISA) the obligations with respect to either of which would reasonably be expected to have a Material Adverse EffectCode.

Compliance with ERISA. Except asSchedule 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 the aggregatesubstantial compliance with its terms and with all applicable laws, would not reasonably be expected to have a Material Adverse Effect: each Plan has been operated and administered in a manner so as not to result in any liability of Company for failure to comply with the applicable provisions of applicable lawincluding, including without limitation, ERISA and the Code; no Termination Event each Plan (and each related trust, if any) which is intended to be qualified under Section 401(a) of the Code has occurred 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 a Plan; to the knowledge of Company, no Multiemployer Plan is insolvent or in reorganization; no Plan has an accumulated or waived funding deficiency or has applied for an extension of to) any amortization period "employee pension benefit plan," within the meaning of Section 3(2) of ERISA, that is subject to Section 412 of the CodeCode or Section 302 of ERISA or Title IV of ERISA; Company and 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 Foreign Pension Plan; all contributions required to be made with respect to a Plan have been timely made; neither the Borrower nor any Subsidiary of the Borrower nor any ERISA Affiliates have not Affiliate has incurred any material liability (including any indirect, contingent or secondary liability) to or on account of a Plan pursuant to Section 409, 502(i), 502(l), 4062515, 4063, 4064, 4069, 4201 4204 or 4204 4212 of ERISA or Section 4971 4975 of the Code or 4975 expects to incur any such liability under any of the foregoing sections with respect to any Plan; no condition exists which presents a material risk to the Borrower or any Subsidiary of the Borrower or any ERISA Affiliate 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; no proceedings have been instituted to terminate any Plan within the last fiscal year; using actuarial assumptions and computation methods consistent with subpart 1 each group health plan (as defined in 45 Code of subtitle E of Title IV of ERISA, to the knowledge of Company, Company and its Subsidiaries and ERISA Affiliates would not have any liability to any Plans Federal Regulations Section 160.103) which are Multiemployer Plans in the event of a complete withdrawal therefrom, as covers or has covered employees or former employees of the close Borrower, any Subsidiary of the most recent fiscal year Borrower, or any ERISA Affiliate has at all times been operated in compliance with the provisions of each such Multiemployer Plan ending prior to the Initial Funding DateHealth Insurance Portability and Accountability Act of 1996 and the regulations promulgated thereunder; no Lien lien imposed under the Code or ERISA on the assets of Company the Borrower or any Subsidiary of its Subsidiaries the Borrower or any ERISA Affiliate exists or is likely to arise on account of any Plan; Company and the Borrower and its Subsidiaries and ERISA Affiliates have made all may cease contributions to each Plan within the time required by law or by the terms of such Plan; and Company and its Subsidiaries and ERISA Affiliates do not maintain or contribute to terminate any employee welfare benefit plan (as defined in Section 3(1) maintained by any of ERISA and subject to ERISA) which provides benefits to retired employees (other than as required by Section 601 et seq. of ERISA) or them without incurring any employee pension benefit plan (as defined in Section 3(2) of ERISA and subject to ERISA) the obligations with respect to either of which would reasonably be expected to have a Material Adverse Effectmaterial liability.

Compliance with ERISA. Except as, in the aggregate, would not reasonably be expected to have a Material Adverse Effect: each Plan has been operated and administered in a manner so as not to result in any liability of Company any Borrower for failure to comply with the applicable provisions of applicable law, including ERISA and the Code; no Termination Event has occurred with respect to a Plan; to the best knowledge of Companyeach Borrower, no Multiemployer Plan is insolvent or in reorganization; no Plan has an accumulated or waived funding deficiency or has applied for an extension of any amortization period within the meaning of Section 412 of the Code; Company Borrowers and its their Subsidiaries or any ERISA Affiliates have not incurred any liability to or on account of a Plan pursuant to Section 409, 502(i), 502(l), 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code; no proceedings have been instituted to terminate any Plan within the last fiscal year; using actuarial assumptions and computation methods consistent with subpart 1 of subtitle E of Title IV of ERISA, to the best knowledge of CompanyBorrowers, Company Borrowers and its their Subsidiaries and ERISA Affiliates would not have any liability to any Plans which are Multiemployer Plans in the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Multiemployer Plan ending prior to the Initial Funding Datedate of any Credit Event; no Lien imposed under the Code or ERISA on the assets of Company Borrowers or any of its their Subsidiaries or any ERISA Affiliate exists or is likely to arise on account of any Plan; Company Borrowers and its their Subsidiaries and ERISA Affiliates have made all contributions to each Plan within the time required by law or by the terms of such Plan; and Company Borrowers and its their Subsidiaries and ERISA Affiliates do not maintain or contribute to any employee welfare benefit plan (as defined in Section 3(1) of ERISA and subject to ERISA) which provides benefits to retired employees (other than as required by Section 601 et seq. of ERISA) or any employee pension benefit plan (as defined in Section 3(2) of ERISA and subject to ERISA) the obligations with respect to either of which would reasonably be expected to have a Material Adverse Effect.

Compliance with ERISA. Except asSchedule 7.10 sets forth, as of the Initial Borrow-ing Date, the name of each Plan. Each Plan (and each related trust) is in the aggregatesubstantial compliance with its terms and with all applicable laws, would not reasonably be expected to have a Material Adverse Effect: each Plan has been operated and administered in a manner so as not to result in any liability of Company for failure to comply with the applicable provisions of applicable lawincluding, including without limitation, ERISA and the Code; no Termination Event each Plan (and each related trust, if any) which is intended to be qualified under Section 401(a) of the Code has occurred received or timely applied for 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 covering all tax law changes prior to the Economic Growth and Tax Relief Reconciliation Act of 2001 or is comprised of a master or prototype plan that has received a favorable opinion letter from the Internal Revenue Service on which the Borrower is entitled to rely; 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 a Plan; to the knowledge of Company, no Multiemployer Plan is insolvent or in reorganization; no Plan has an accumulated or waived funding deficiency or has applied for an extension of to) any amortization period “employee pension benefit plan,” within the meaning of Section 3(2) of ERISA, that is a “multiemployer plan,” within the meaning of Section 3(37) of ERISA, or that is subject to the minimum funding standards of Section 412 of the CodeCode or Section 302 of ERISA or subject to Title IV of ERISA; Company and neither the Borrower nor any of its Subsidiaries or ERISA Affiliates has any obligation to maintain or contribute to (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 Borrower nor any Subsidiary of the Borrower nor any ERISA Affiliates have not Affiliate has incurred any material liability (including any indirect, contingent or secondary liability) to or on account of a Plan pursuant to Section 409, 502(i), 502(l), 4062515, 4063, 4064, 4069, 4201 4204 or 4204 4212 of ERISA or Section 4971 or 4975 of the Code or expects to incur any such liabil-ity under any of the foregoing sections with respect to any Plan; no condition exists which presents a material risk to the Borrower or any Subsidiary of the Borrower or any ERISA Affiliate of incur-ring a liability to or on account of a Plan pursuant to the foregoing provisions of ERISA and the Code; no proceedings have been instituted action, suit, proceeding, hearing, audit or investigation with respect to terminate the administration, operation or the investment of assets of any Plan within the last fiscal year; using actuarial assumptions and computation methods consistent with subpart 1 of subtitle E of Title IV of ERISA(other than routine claims for benefits) is pending, expected or, to the knowledge of Companythe Borrower, Company 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 its Subsidiaries and ERISA Affiliates would Section 4980B of the Code, except to the extent that any failure to comply could not have any reasonably be expected to result in a material liability to the Borrower or any Plans which are Multiemployer Plans in the event of a complete withdrawal therefrom, as Subsidiary of the close Borrower; 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 most recent fiscal year Borrower, any Subsidiary of each such Multiemployer Plan ending prior 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, except to the Initial Funding Dateextent that any failure to comply could not reasonably be expected to result in a material liability to the Borrower or any Subsidiary of the Borrower; no Lien lien imposed under the Code or ERISA on the assets of Company the Borrower or any Subsidiary of its Subsidiaries the Borrower or any ERISA Affiliate exists or is likely to arise on account of any Plan; Company and the Borrower and its Subsidiaries and ERISA Affiliates have made all may cease contributions to each Plan within the time required by law or by the terms of such Plan; and Company and its Subsidiaries and ERISA Affiliates do not maintain or contribute to terminate any employee welfare benefit plan (as defined in Section 3(1) maintained by any of ERISA and subject to ERISA) which provides benefits to retired employees (other than as required by Section 601 et seq. of ERISA) or them without incurring any employee pension benefit plan (as defined in Section 3(2) of ERISA and subject to ERISA) the obligations with respect to either of which would reasonably be expected to have a Material Adverse Effectmaterial liability.

Compliance with ERISA. Except as, (a) Each Plan is in the aggregate, would not reasonably be expected to have a Material Adverse Effect: each Plan has been operated and administered in a manner so as not to result in any liability of Company for failure to comply substantial compliance with the applicable provisions of applicable law, including ERISA and the Code; no Termination Reportable Event has occurred with respect to a Plan; to the knowledge of Company, no Multiemployer Plan is insolvent or in reorganization; no Plan has an accumulated or waived funding deficiency or has applied for an extension of any amortization period within the meaning of Section 412 of the Code; Company all contributions required to be made with respect to a Plan and its Subsidiaries or a Foreign Pension Plan have been timely made; neither Holdings nor the Borrower nor any Subsidiary of the Borrower nor any ERISA Affiliates have not Affiliate has incurred any material liability to or on account of a Plan pursuant to Section 409, 502(i), 502(l), 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 CodeCode or 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 to terminate or appoint a trustee to administer any Plan; no condition exists which presents a material risk to Holdings, the Borrower or any Subsidiary of the Borrower or any ERISA Affiliate of incurring a liability to or on account of a Plan within the last fiscal year; using actuarial assumptions and computation methods consistent with subpart 1 of subtitle E of Title IV of ERISA, pursuant to the knowledge foregoing provisions of Company, Company ERISA and its Subsidiaries and ERISA Affiliates the Code; or except as would not reasonably be expected to have any liability to any Plans which are Multiemployer Plans in the event of a complete withdrawal therefromMaterial Adverse Effect, as of the close of the most recent fiscal year of each such Multiemployer Plan ending prior to the Initial Funding Date; no Lien lien imposed under the Code or ERISA on the assets of Company the Borrower or any Subsidiary of its Subsidiaries the Borrower or any ERISA Affiliate exists or is reasonably likely to arise on account of any Plan; Company and its Holdings, the Borrower and their respective Subsidiaries and ERISA Affiliates have made all contributions to each Plan within the time required by law or by the terms of such Plan; and Company and its Subsidiaries and ERISA Affiliates do not maintain or contribute to any employee welfare benefit plan (as defined in Section 3(1) of ERISA and subject to ERISA) which provides benefits to retired employees or other former employees (other than as required by Section Sec tion 601 et seq. of ERISA) or any employee pension benefit plan (as defined in Section 3(2) of ERISA and subject to ERISA) the obligations with respect to either which are not properly recognized or disclosed in such entity's consolidated financial statements and notes related thereto. (b) Each Foreign Pension Plan has been maintained in substantial compliance with its terms and with the requirements of which would reasonably be expected to have a Material Adverse Effectany and all applicable laws, statutes, rules, regulations and orders and has been maintained, where required, in good standing with applicable regulatory authorities. None of Holdings, the Borrower or any of their respective Subsidiaries has incurred any obligation in connection with the termination of or withdrawal from any Foreign Pension Plan.

Compliance with ERISA. Except as, Each Plan that is a single employer plan as defined in the aggregate, would not reasonably be expected to have Section 4001(a)(15) of ERISA (a Material Adverse Effect: each Plan has been operated and administered "Single Employer Plan") is in a manner so as not to result in any liability of Company for failure to comply substantial compliance with the applicable provisions of applicable law, including ERISA and the Code; no Termination Reportable Event has occurred with respect to a Single Employer Plan; to the best knowledge of Companythe REIT or the Borrower, no Multiemployer Plan is insolvent or in reorganization; no Single Employer Plan has an Unfunded Current Liability; no Single Employer Plan which is subject to Section 412 of the Code or Section 302 of ERISA has an accumulated funding deficiency, within the meaning of such Sections of the Code or waived funding deficiency ERISA, or has applied for or received an extension of any amortization period within the meaning of Section 412 of the CodeCode or Section 303 or 304 of ERISA; Company and all contributions required to be made by the REIT or any of its Subsidiaries or any ERISA Affiliates Affiliate with respect to a Plan have not been timely made; neither the REIT nor any of its Subsidiaries nor any ERISA Affiliate has incurred any material liability to or on account of a Plan pursuant to Section 409, 502(i), 502(l), 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 the Code or 4975 reasonably expects to incur any material liability (including any indirect, contingent, or secondary liability) under ERISA or the Code with respect to any Plan except for contributions to such Plans and benefit payments from such Plans in the ordinary course of the Codebusiness; no proceedings have been instituted to terminate or appoint a trustee to administer any Plan within the last fiscal yearSingle Employer Plan; using actuarial assumptions and computation methods consistent with subpart 1 of subtitle E of Title IV of ERISA, to the best knowledge of Companythe REIT or the Borrower, Company no proceedings have been instituted to terminate or appoint a trustee to administer any Multiemployer Plan; no action, suit, proceeding, hearing or regulatory agency investigation with respect to the administration, operation or the investment of assets of any Single Employer Plan (other than claims for benefits) is pending, expected or threatened; to the best knowledge of the REIT or the Borrower, no action, suit, proceeding, hearing or regulatory agency investigation with respect to the administration, operation or the investment of assets of any Multiemployer Plan (other than claims for benefits) is pending, expected or threatened; no condition exists which presents a substantial risk to the REIT or any of its Subsidiaries or any ERISA Affiliate of incurring a material liability to or on account of a Single Employer Plan pursuant to ERISA and the Code except for contributions to such Plans and benefit payments from such Plans in the ordinary course of business; to the best knowledge of the REIT or the Borrower, no condition exists which presents a substantial risk to the REIT or any of its Subsidiaries or any ERISA Affiliate of incurring any material liability to or on account of a Multiemployer Plan pursuant to ERISA and the Code except for contributions to such Plans and benefit payments from such Plans in the ordinary course of business; the REIT and the Borrower believe that the aggregate liabilities of the REIT and its Subsidiaries and its ERISA Affiliates would not have any liability to any Plans which are all Multiemployer Plans in the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Multiemployer Plan ending plan ended prior to the Initial Funding Datedate of the incurrence of any Loan or the issuance of any Letter of Credit, could not reasonably be expected to have a material adverse effect on the ability of the REIT or any of its Subsidiaries to perform its obligations under this Agreement or the other Credit Documents to which it is a party; 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 REIT or any of its Subsidiaries or any ERISA Affiliate has at all times been operated in substantial compliance with the provisions of Part 6 of subtitle B of Title I of ERISA and Section 4980B of the Code; no Lien lien imposed under the Code or ERISA on the assets of Company the REIT or any of its Subsidiaries or any ERISA Affiliate exists or, to the best knowledge of the REIT or the Borrower is likely to arise on account of any Plan; Company and the REIT and its Subsidiaries and ERISA Affiliates have made all contributions to each Plan within the time required by law or by the terms of such Plan; and Company and its Subsidiaries and ERISA Affiliates do not maintain or contribute to (A) any employee welfare benefit plan (as defined in Section 3(1) of ERISA and subject to ERISA) which provides benefits to retired employees or other former employees (other than as required by Section 601 et seq. of ERISA) or (B) any employee pension benefit plan (as defined in Section 3(2) of ERISA and subject to ERISA) Plan, the obligations with respect to either of which would could reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the ability of the REIT or any of its Subsidiaries to perform its obligations under this Agreement or the other Credit Documents to which it is a party.

Compliance with ERISA. Except as, (i) Each Plan is in the aggregate, would not reasonably be expected to have a Material Adverse Effect: each Plan has been operated and administered in a manner so as not to result in any liability of Company for failure to comply substantial compliance with the applicable provisions of applicable law, including ERISA and the Code; no Termination Reportable Event has occurred with respect to a Plan; to the knowledge of Company, no Multiemployer Plan is insolvent or in reorganization; no Plan that is a single-employer plan (as defined in Section 4001 of ERISA) has an Unfunded Current Liability; no Plan has an accumulated or waived funding deficiency or has applied for an extension of any amortization period within the meaning of Section 412 of the Code; Company all contributions required to be made with respect to a Plan and its Subsidiaries a Foreign Pension Plan have been timely made; none of SCIS or Caterair nor any Subsidiary or ERISA Affiliates have not Affiliate of SCIS or Caterair has incurred any material liability to or on account of a Plan pursuant to Section 409, 502(i), 502(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 CodeCode or expects to incur any material liability (including any indirect, contingent, or secondary liability) under any of the foregoing Sections with respect to any Plan; no proceedings have been instituted to terminate or appoint a trustee to administer any Plan; no condition exists which presents a material risk to SCIS, Caterair or any Subsidiary or ERISA Affiliate of SCIS, Caterair of incurring a material liability to or on account of a Plan within pursuant to the last fiscal yearforegoing provisions of ERISA and the Code; using actuarial assumptions and computation methods consistent with subpart Part 1 of subtitle E of Title IV of ERISA, to the knowledge aggregate liabilities of CompanySCIS, Company Caterair and its their respective Subsidiaries and ERISA Affiliates would not have any liability to any all Plans which are Multiemployer Plans multiemployer plans (as defined in Section 4001(a)(3) of ERISA) in the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Multiemployer Plan ending prior to the Initial Funding DatePlan, would not exceed $5,000,000; no Lien lien imposed under the Code or ERISA on the assets of Company SCIS, Caterair or any of its Subsidiaries Subsidiary or any ERISA Affiliate of SCIS or Caterair exists or is likely to arise on account of any Plan; Company and its if SCIS, Caterair and their respective Subsidiaries and ERISA Affiliates have made all were to cease contributions to each Plan within the time required by law or by the terms of such Plan; and Company and its Subsidiaries and ERISA Affiliates do not maintain or contribute to terminate any employee welfare benefit plan (as defined in Section 3(1) maintained by any of ERISA them after securing appropriate governmental and subject to ERISA) which provides union consents and approvals, the unfunded liability for benefits to retired employees (other than as required by Section 601 et seq. of ERISA) or any employee pension benefit plan (as defined in Section 3(2) of ERISA and subject to ERISA) the obligations with respect to either of which would then due could not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the business, operations, property, assets, liabilities, condition (financial or otherwise) or prospects of SCIS, Caterair, SCIS and its Subsidiaries taken as a whole or Caterair and its Subsidiaries taken as a whole. (ii) Each Foreign Pension Plan has been maintained in substantial compliance with its terms and with the requirements of any and all applicable laws, statutes, rules, regulations and orders and has been maintained, where required, in good standing with applicable regulatory authorities. None of SCIS, Caterair nor any of their respective Subsidiaries has incurred any obligation in connection with the termination of or withdrawal from any Foreign Pension Plan. The present value of the accrued benefit liabilities (whether or not vested) attributable to employees of SCIS, Caterair or any of their respective Subsidiaries under each Foreign Pension Plan, determined as of the end of SCIS' and Caterair's most recently ended fiscal year on the basis of actuarial assumptions, which are reasonable in the aggregate, did not exceed the current value of the assets of such Foreign Pension Plan allocable to such benefit liabilities by more than $4,000,000.

Compliance with ERISA. Except asEach Employee Benefit Plan is in compliance with ERISA and the Code, where applicable, in the aggregateall material respects, would except where non-compliance could not reasonably be expected to have result in a Material Adverse Effect: Change. As of the Closing Date, (i) the amount of all Unfunded Pension Liabilities under the Pension Plans, excluding any plan that is a Multi-employer Plan, does not exceed $250,000, and (ii) the amount of the aggregate Unrecognized Retiree Welfare Liability under all applicable Employee Benefit Plans does not exceed $250,000. The Company and each of its material Subsidiaries and ERISA Affiliates has complied with the requirements of Section 515 of ERISA with respect to each Pension Plan has been operated and administered in that is a manner so as Multi-employer Plan, except where non-compliance could not reasonably be expected to result in a Material Adverse Change. As of the Closing Date, neither the Company, any Material Subsidiary, nor any ERISA Affiliates have any liability under Section 4201 or 4204 of Company for failure ERISA (including the obligation to comply with the applicable provisions satisfy secondary liability as a result of applicable law, including ERISA purchaser default) and the Code; no Termination Event has occurred aggregate potential annual withdrawal liability payments, as determined in accordance with Title IV of ERISA, of the Company, its Material Subsidiaries, and ERISA Affiliates with respect to all Pension Plans that are Multi-employer Plans is approximately $250,000. The Company, its Material Subsidiaries, and ERISA Affiliates have, as of the Closing Date, made all contributions or payments to or under each such Pension Plan required by law or the terms of such Pension Plan or any contract or agreement with respect thereto, except where non-compliance could not reasonably be expected to result in a Plan; Material Adverse Change. No material liability to the knowledge of PGBC has been, or is expected by the Company, no Multiemployer and of its Material Subsidiaries, or any ERISA Affiliate to be, incurred by the Company, and such Material Subsidiaries, or any ERISA Affiliate, except where non-compliance could not be reasonably be expected to result in a Material Adverse Change. Liability, as referred to in this Section includes any joint and several liability. Each Employee Benefit Plan that is insolvent or in reorganization; no Plan has an accumulated or waived funding deficiency or has applied for an extension of any amortization period a group health plan within the meaning of Section 412 5000(b)(1) of the Code is in material compliance with the continuation of health care coverage requirements of Section 4980B of the Code; Company and its Subsidiaries or any ERISA Affiliates have , except where non-compliance could not incurred any liability to or on account of a Plan pursuant to Section 409, 502(i), 502(l), 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code; no proceedings have been instituted to terminate any Plan within the last fiscal year; using actuarial assumptions and computation methods consistent with subpart 1 of subtitle E of Title IV of ERISA, to the knowledge of Company, Company and its Subsidiaries and ERISA Affiliates would not have any liability to any Plans which are Multiemployer Plans in the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Multiemployer Plan ending prior to the Initial Funding Date; no Lien imposed under the Code or ERISA on the assets of Company or any of its Subsidiaries or any ERISA Affiliate exists or is likely to arise on account of any Plan; Company and its Subsidiaries and ERISA Affiliates have made all contributions to each Plan within the time required by law or by the terms of such Plan; and Company and its Subsidiaries and ERISA Affiliates do not maintain or contribute to any employee welfare benefit plan (as defined in Section 3(1) of ERISA and subject to ERISA) which provides benefits to retired employees (other than as required by Section 601 et seq. of ERISA) or any employee pension benefit plan (as defined in Section 3(2) of ERISA and subject to ERISA) the obligations with respect to either of which would be reasonably be expected to have result in a Material Adverse EffectChange.

Compliance with ERISA. Except as, in the aggregate, would not reasonably be expected to have Schedule 10.10 attached hereto contains a Material Adverse Effect: each Plan has been operated true and administered in a manner so as not to result in any liability of Company for failure to comply with the applicable provisions of applicable law, including ERISA and the Code; no Termination Event has occurred with respect to a Plan; to the knowledge of Company, no Multiemployer Plan is insolvent or in reorganization; no Plan has an accumulated or waived funding deficiency or has applied for an extension of any amortization period within the meaning of Section 412 complete list of the Code; Company Company's and each of its Subsidiaries Subsidiaries' or ERISA Affiliates' written, foreign or domestic, employee bonus, retirement, pension, profit sharing, savings, stock option, stock appreciation, stock purchase, incentive, deferred compensation, employment, hospitalization, medical, dental, vision, life or other health or disability (whether provided by insurance or otherwise), severance, termination or other similar plan, policy or program, including, without limitation, any collective bargaining agreement involving direct or indirect compensation (including any employment agreement), any Pension Plan or any ERISA Affiliates have not incurred any liability to or on account of a Plan pursuant to Section 409, 502(i), 502(l), 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code; no proceedings have been instituted to terminate any Plan within the last fiscal year; using actuarial assumptions and computation methods consistent with subpart 1 of subtitle E of Title IV of ERISA, to the knowledge of Company, Company and its Subsidiaries and ERISA Affiliates would not have any liability to any Plans which are Multiemployer Plans in the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Multiemployer Plan ending prior to the Initial Funding Date; no Lien imposed under the Code or ERISA on the assets of Company or any of its Subsidiaries or any ERISA Affiliate exists or is likely to arise on account of any Plan; Company and its Subsidiaries and ERISA Affiliates have made all contributions to each Plan within the time required by law or by the terms of such Plan; and Company and its Subsidiaries and ERISA Affiliates do not maintain or contribute to any "employee welfare benefit plan (plan" as defined in Section 3(1) of ERISA that provides or may provide benefits or compensation to or in respect of any employee of the Company, its Subsidiaries or ERISA Affiliates, including any employee of the Company, its Subsidiaries, or ERISA Affiliates who has retired or has otherwise terminated his or her employment with the Company, its Subsidiaries or ERISA Affiliates (the "Employee Benefit Plans"). With respect to former employees or retirees, neither the Company, nor its Subsidiaries or ERISA Affiliates provides any life insurance, medical, severance, pension benefits, and subject to ERISA) which provides similar benefits to retired such former employees (other than and retirees, except as required by Section 601 et seqset forth on Schedule 10.10. of ERISA) or The Company and its ERISA Affiliates, are in compliance in all material respects with any employee pension benefit plan (as defined in Section 3(2) applicable provisions of ERISA and subject to ERISA) the obligations regulations thereunder and of the Code and regulations thereunder with respect to either all Employee Benefit Plans. Each Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code has received a determination letter from the IRS so qualifying it, and each related trust of such Employee Benefit Plan has been determined to be exempt under Section 501(a) of the Code and nothing has occurred since the date of such letter that would adversely affect the qualified status of such Employee Benefit Plan. No material liability has been incurred by the Company or any ERISA Affiliate which would remains unsatisfied of for any taxes or penalties with respect to any Employee Benefit Plan. Neither the Company nor any ERISA Affiliate has engaged in any Prohibited Transaction. No Termination Event has occurred or is reasonably be expected to have occur with respect to any Pension Plan or Multiemployer Plan maintained or contributed to by the Company or any ERISA Affiliate. Neither the Company nor any ERISA Affiliate has incurred or reasonably expects to incur any withdrawal liability under ERISA to any Multiemployer Plans. The actuarial present value of all benefit liabilities under each Pension Plan maintained or contributed to by the Company or any ERISA Affiliate, does not exceed the assets of such Pension Plan. Neither the Company nor any ERISA Affiliate has (i) failed to make a Material Adverse Effectrequired installment or other required payment under Section 412 of the Code, Section 302 of ERISA or the terms of such Pension Plans, (ii) incurred an accumulated funding deficiency, whether or not waived, or any other liability to the PBGC which remains outstanding other than the payment of premiums and there are no premium payments which are due and unpaid or (iii) failed to make a contribution or payment to a Multiemployer Plan. The offer, sale and issuance of the Warrants and Notes hereunder or the conversion of the Notes or exercise of the Warrants, as contemplated by this Agreement will not involve any Prohibited Transaction. No material proceeding, claim, lawsuit and/or investigation exists or, to the best of the knowledge of the Company, is threatened concerning or involving any Employee Benefit Plan.

Compliance with ERISA. Except as, in the aggregate, would as could not reasonably be --------------------- expected to have a Material Adverse Effect: material adverse effect on the performance, business, assets, nature of assets, liabilities, operations, properties, condition (financial or otherwise) or prospects of the Parent and its Subsidiaries taken as a whole (it being agreed that the receipt of the PBGC Letter by the Borrower, without more, is not expected to have such a material adverse effect) each Employee Benefit Plan has been operated and administered is in a manner so as not to result in any liability of Company for failure to comply substantial compliance with the applicable provisions of applicable law, including ERISA and the Code; no Termination Reportable Event has occurred with respect to a Pension Plan; to the knowledge of Company, no Multiemployer Pension Plan is insolvent or in reorganization; no Pension Plan has an Unfunded Current Liability; no Pension Plan has an accumulated or waived funding deficiency or has applied for an extension of any amortization period within the meaning of Section 412 of the Code; Company all contributions required to be made by the Parent and its Subsidiaries or and their ERISA Affiliates with respect to a Plan have been timely made; neither the Parent nor any of its Subsidiaries nor any ERISA Affiliates have not Affiliate (but only as to the following Sections of ERISA and the Code pursuant to which the Parent could be liable with respect to such ERISA Affiliate) has incurred any material liability to or on account of a Plan pursuant to Section 409, 502(i), 502(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 CodeCode or expects to incur any material liability (including any indirect, contingent or secondary liability) under any of the foregoing Sections with respect to any Plan; no proceedings have been instituted to terminate or appoint a trustee to administer any Pension Plan within and no event or condition has occurred as described in Section 4042 of ERISA; no condition exists which presents a material risk to any of the last fiscal yearParent or any of its Subsidiaries or any ERISA Affiliate (but only as to the foregoing provisions of ERISA and the Code pursuant to which the Parent could be liable with respect to such ERISA Affiliate) of incurring a material liability to or on account of a Plan pursuant to the foregoing provisions of ERISA and the Code; there has been no adoption of any amendment of any Pension Plan requiring the provision of security to such Pension Plan, pursuant to Section 307 of ERISA; using actuarial assumptions and computation methods consistent with subpart 1 Part I of subtitle E of Title IV of ERISA, to the knowledge of Company, Company Parent and its Subsidiaries and their ERISA Affiliates would not have any liability to any Plans Plan which are is a multiemployer plan (as defined in Section 4001(a)(3) of ERISA, a "Multiemployer Plans Plan") in the event of a complete ------------------ withdrawal therefrom, as of the close of the most recent fiscal year of each such Multiemployer Plan ending ended prior to the Initial Funding Datedate of any Credit Event; neither the Parent, any of its Subsidiaries, nor any ERISA Affiliate has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or has been terminated, within the meaning of Title IV of ERISA, and no Multiemployer Plan is reasonably expected to be in reorganization or to be terminated, within the meaning of Title IV of ERISA; no Lien lien imposed under the Code or ERISA on the assets of Company any of the Parent or any of its Subsidiaries or any ERISA Affiliate exists or is likely to arise on account of any Plan; Company and the Parent and its Subsidiaries and ERISA Affiliates have made all contributions to each Plan within not amended, since the time required by law or by the terms of such Plan; and Company and its Subsidiaries and ERISA Affiliates do not maintain or contribute to Effective Date, any employee welfare benefit plan (as defined in Section 3(13(l) of ERISA and subject to ERISA) which provides benefits to retired employees or other former employees (other than as required by Section 601 et seq. of ERISA) or increasing benefits under any employee pension benefit plan (as defined in Section 3(2) of ERISA such Plan, and subject to ERISA) have not adopted, since the obligations with respect to either of which would reasonably be expected to have a Material Adverse EffectEffective Date, any new Plan providing such benefits.

Compliance with ERISA. Except as, (a) Each Plan is in the aggregate, would not reasonably be expected to have a Material Adverse Effect: each Plan has been operated and administered in a manner so as not to result in any liability of Company for failure to comply substantial compliance --------------------- with the applicable provisions of applicable law, including ERISA and the Code; no Termination Reportable Event has occurred with respect to a Plan; to the knowledge of Companythe Borrower, no Multiemployer Plan is insolvent or in reorganization; no Plan has an Unfunded Current Liability; no Plan has an accumulated or waived funding deficiency deficiency, or has applied for an extension of any amortization period within the meaning of Section 412 of the Code; Company and neither the Borrower nor any of its respective Subsidiaries or nor any ERISA Affiliates have not Affiliate has incurred any liability to or on account of a Plan and/or a Multiemployer Plan pursuant to Section 409, 502(i), 502(l)515, 4062, 4063, 4064, 4069, 4201 4201, 4204 or 4204 4212 of ERISA or Section 4971 or 4975 of the CodeERISA; no proceedings have been instituted to terminate or appoint a trustee to administer any Plan; no action, suit, proceeding, hearing, audit or investigation with respect to the administration, operation or investment of assets of any Plan within (other than routine claims for benefits) is pending, expected or threatened; no condition exists which presents a risk to the last fiscal yearBorrower or any of its Subsidiaries or any ERISA Affiliate of incurring a liability to or on account of a Plan and/or a Multiemployer Plan pursuant to the foregoing provisions of ERISA and the Code; using actuarial assumptions and computation methods consistent with subpart Part 1 of subtitle E of Title IV of ERISA, to the knowledge aggregate liabilities of Companythe Borrower, Company and its Subsidiaries and its ERISA Affiliates would not have any liability to any Plans which are all Multiemployer Plans in the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Multiemployer Plan ending ended prior to the Initial Funding Date; no Lien imposed under date of the Code or ERISA on the assets of Company or any of its Subsidiaries or any ERISA Affiliate exists or is likely to arise on account of any Plan; Company and its Subsidiaries and ERISA Affiliates have made all contributions to each Plan within the time required by law or by the terms of such Plan; and Company and its Subsidiaries and ERISA Affiliates do most recent Credit Event, could not maintain or contribute to any employee welfare benefit plan (as defined in Section 3(1) of ERISA and subject to ERISA) which provides benefits to retired employees (other than as required by Section 601 et seq. of ERISA) or any employee pension benefit plan (as defined in Section 3(2) of ERISA and subject to ERISA) the obligations with respect to either of which would reasonably be expected to have a Material Adverse Effect. (b) Each Foreign Pension Plan has been maintained in substantial compliance with its terms and with the requirements of any and all applicable laws, statutes, rules, regulations and orders and has been maintained, where required, in good standing with applicable regulatory authorities. Neither the Borrower nor any of its Subsidiaries has incurred any obligation in connection with the termination of or withdrawal from any Foreign Pension Plan. The present value of the accrued benefit liabilities (whether or not vested) under each Foreign Pension Plan, determined as of the end of the Borrower's most recently ended fiscal year on the basis of actuarial assumptions, each of which is reasonable, did not exceed the current value of the assets of such Foreign Pension Plan allocable to such benefit liabilities.

Compliance with ERISA. Except asEach Plan (and each related trust, insurance contract or fund) is in the aggregatesubstantial compliance with its terms and with all applicable laws, would not reasonably be expected to have a Material Adverse Effect: each Plan has been operated and administered in a manner so as not to result in any liability of Company for failure to comply with the applicable provisions of applicable lawincluding, including without limitation, ERISA and the Code; no Termination Event each Plan (and each related trust, if any) which is intended to be qualified under Section 401(a) of the Code has occurred 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; all contributions required to be made with respect to a PlanPlan have been timely made; to neither the knowledge of Company, no Multiemployer Plan is insolvent or in reorganization; no Plan has an accumulated or waived funding deficiency or has applied for an extension of Borrower nor any amortization period within the meaning of Section 412 Subsidiary of the Code; Company and its Subsidiaries or Borrower nor any ERISA Affiliates have not Affiliate has incurred any material liability (including any indirect, contingent or secondary liability) to or on account of a Plan pursuant to Section 409, 502(i), 502(l)) or 515, 4062or Section 4975 of the Code or expects to incur any such liability under any of the foregoing sections with respect to any Plan; no condition exists which presents a material risk to the Borrower or any Subsidiary of the Borrower or any ERISA Affiliate of incurring a liability to or on account of a Plan pursuant to the foregoing provisions of ERISA and the Code; no action, 4063suit, 4064proceeding, 4069hearing, 4201 audit or 4204 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 4971 4980B(g)(2) of the Code) which covers or 4975 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; no proceedings have been instituted to terminate any Plan within the last fiscal year; using actuarial assumptions and computation methods consistent with subpart 1 of subtitle E of Title IV of ERISA, to the knowledge of Company, Company and its Subsidiaries and ERISA Affiliates would not have any liability to any Plans which are Multiemployer Plans in the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Multiemployer Plan ending prior to the Initial Funding Date; no Lien lien imposed under the Code or ERISA on the assets of Company the Borrower or any Subsidiary of its Subsidiaries the Borrower or any ERISA Affiliate exists or is likely to arise on account of any Plan; Company and the Borrower and its Subsidiaries and ERISA Affiliates have made all may cease contributions to each Plan or terminate any employee benefit plan maintained by any of them without incurring any material liability. Neither the Borrower nor any ERISA Affiliate has ever contributed to a multiemployer plan (within the time required by law meaning of Section 3(37) or by the terms of such Plan; and Company and its Subsidiaries and ERISA Affiliates do not maintain or contribute to any employee welfare benefit plan (as defined in Section 3(14001(a)(iii) of ERISA), a Plan described in Title IV of ERISA and or a Plan subject to ERISA) which provides benefits to retired employees (other than as required by Section 601 et seq. of ERISA) or any employee pension benefit plan (as defined in Section 3(2) 302 of ERISA and subject to ERISA) or Section 412 of the obligations with respect to either of which would reasonably be expected to have a Material Adverse EffectCode.

Compliance with ERISA. Except as, in (a) Neither the aggregate, would not reasonably be expected to have a Material Adverse Effect: each Plan has been operated and administered in a manner so as not to result in Seller nor any liability of Company for failure to comply with the applicable provisions of applicable law, including ERISA and the Code; no Termination Event has occurred with respect to a Plan; to the knowledge of Company, no Multiemployer Plan is insolvent or in reorganization; no Plan has an accumulated or waived funding deficiency or has applied for an extension of any amortization period its Affiliates within the meaning of Section 412 414(b) or (c) of the Code (as defined in Section 7.01) (and, for purposes of Section 412(n) of the Code; Company , Sections 414(n) and its Subsidiaries or any ERISA Affiliates have not incurred any liability to or on account of a Plan pursuant to Section 409, 502(i), 502(l), 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 (o) of the Code; no proceedings have been instituted to terminate any Plan within the last fiscal year; using actuarial assumptions and computation methods consistent with subpart 1 of subtitle E of Title IV of ERISA) (hereinafter "ERISA Affiliates"), to the knowledge of Company, Company and its Subsidiaries and ERISA Affiliates would not have any liability maintains or contributes to any Plans which are Multiemployer Plans in the event of a complete withdrawal therefromemployee pension benefit plan, as of the close of the most recent fiscal year of each such Multiemployer Plan ending prior to the Initial Funding Date; no Lien imposed under the Code any multiemployer plan or ERISA on the assets of Company or any of its Subsidiaries or any ERISA Affiliate exists or is likely to arise on account of any Plan; Company and its Subsidiaries and ERISA Affiliates have made all contributions to each Plan within the time required by law or by the terms of such Plan; and Company and its Subsidiaries and ERISA Affiliates do not maintain or contribute to any employee welfare benefit plan (as those terms are defined in Section 3(13 of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) that covers employees of the Business, other than those listed on Section 3.18(a) of the Disclosure Schedule ("Benefit Plans"). Neither the Seller nor any of its ERISA Affiliates maintains any stock option, stock bonus, restricted stock, phantom stock or similar plan that covers employees of the Business other than those listed on Section 3.18(a) of the Disclosure Schedule, and all employees covered by such plans are listed on Section 3.18(a) of the Disclosure Schedule. (b) There are no Liens pending against the Seller or any ERISA Affiliates under Code Section 412(n) and there is no basis for such a Lien. All premium payments due to the PBGC under Section 4007 of ERISA have been or will be timely made before the Closing Date. As of the Closing Date, neither the Seller nor any of its ERISA Affiliates has adopted an amendment which would be subject to the security requirements of Code Section 401(a)(29). (c) None of the pension plans subject to Title IV of ERISA maintained by the Seller or any ERISA Affiliate has been completely or partially terminated, other than in a "standard termination," within the meaning of Section 4041(b) of ERISA, with respect to which there is any further outstanding liability to the plan or the PBGC, nor has been the subject of a "reportable event" (as that term is defined in Section 4043 of ERISA and subject regulations thereunder) as to ERISAwhich either (i) which provides benefits notices would be required to retired employees be filed with the PBGC; or (other than as required by Section 601 et seqii) penalties have not been waived under PBGC Technical Update 95- 3. The PBGC has not instituted proceedings to terminate any such plan pursuant to Subtitle 1 of Title IV of ERISA) , and there is no pending or threatened action, proceeding or investigation under Title IV of ERISA against or involving any such plan. There are no liens pending against the Seller or any employee pension benefit plan (as defined in ERISA Affiliate under Section 3(2) 4068 of ERISA and subject there is no basis for such a lien. The PBGC has not instituted or threatened to institute any action against the Seller or its ERISA Affiliates under sections 4063, 4064 or 4062(e) of ERISA. (d) The Seller has not represented to the obligations employees (or any former employees) of the Business that the Buyer will provide any form of retiree medical benefits. (e) Except for multiemployer Union Benefit Plans not maintained or sponsored by the Seller but to which the Seller contributes or is obligated to contribute, each Union Benefit Plan is in compliance in all material respects with respect to either the applicable provisions of ERISA, the Code and other Federal or state law, including all requirements under the Code or ERISA for filing reports (which would reasonably be expected to are true and correct in all material respects as of the date filed), and benefits have a Material Adverse Effectbeen paid in accordance with the provisions of the Union Benefit Plans.

Compliance with ERISA. Except as, in the aggregate, would for violations that could not reasonably be expected to have result in liabilities in excess of $75,000.00 singly or in the aggregate with all other such liabilities, or any violation or noncompliance which could not reasonably be expected to otherwise result in a Material Adverse Effect: Change: 7.13.1 The Borrower shall, and shall cause each Plan has been operated and administered in a manner so as not to result in any liability of Company for failure to comply with the applicable provisions of applicable law, including ERISA and the Code; no Termination Event has occurred with respect to a Plan; to the knowledge of Company, no Multiemployer Plan is insolvent or in reorganization; no Plan has an accumulated or waived funding deficiency or has applied for an extension of any amortization period within the meaning of Section 412 of the Code; Company and its Subsidiaries or any ERISA Affiliates have not incurred any liability to or on account of a Plan pursuant to Section 409, 502(i), 502(l), 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code; no proceedings have been instituted to terminate any Plan within the last fiscal year; using actuarial assumptions and computation methods consistent with subpart 1 of subtitle E of Title IV of ERISA, to the knowledge of Company, Company and its Subsidiaries and ERISA Affiliates would to, in all respects, make all contributions to any Employee Pension Plan and Multiemployer Plan when such contributions are due and not have incur any liability Accumulated Funding Deficiency, whether or not waived, and will otherwise comply with the requirements of the Code and ERISA with respect to the operation of all Plans in all respects; 7.13.2 The Borrower shall, and shall cause each of its Subsidiaries and ERISA Affiliates to, comply in all respects with the provisions of ERISA and the Code with respect to any Plan both in form and operation including, but not limited to, the timely filing of required annual reports and the payment of PBGC premiums; 7.13.3 The Borrower shall, and shall cause each of its Subsidiaries and ERISA Affiliates to, comply in all respects with the requirements of COBRA regarding continued health coverage and of the Health Insurance Portability and Accountability Act of 1996 with respect to any Plans which are Multiemployer Plans in subject to the event requirements thereof; 7.13.4 The Borrower will not, and will not permit any of a complete withdrawal therefromits Subsidiaries or any of its ERISA Affiliates to, as take any of the close following actions or permit any of the most recent fiscal year following events to occur if such action or event together with all other such actions or events would subject the Borrower, any of each such Multiemployer Plan ending prior its Subsidiaries or any of its ERISA Affiliates to any tax, penalty, or other liabilities: (a) engage in any transaction in connection with which the Initial Funding Date; no Lien imposed under the Code or ERISA on the assets of Company or Borrower, any of its Subsidiaries or any ERISA Affiliate exists could be subject to either a civil penalty assessed pursuant to Section 502(i) of ERISA or is likely a tax imposed by Section 4975 of the Code; (b) terminate any Employee Pension Plan in a manner, or take any other action, which could result in any liability of the Borrower, any of its Subsidiaries or any ERISA Affiliate to arise on account the PBGC; (c) fail to make full payment when due of all amounts which, under the provisions of any Plan; Company and , the Borrower, any of its Subsidiaries and ERISA Affiliates have made all contributions to each Plan within the time required by law or by the terms of such Plan; and Company and its Subsidiaries and ERISA Affiliates do not maintain or contribute to any employee welfare benefit plan (as defined in Section 3(1) of ERISA and subject to ERISA) which provides benefits to retired employees (other than as required by Section 601 et seq. of ERISA) or any employee pension benefit plan (ERISA Affiliate is required to pay as defined in Section 3(2) of ERISA and subject contributions thereto, or permit to ERISA) the obligations exist any Accumulated Funding Deficiency, whether or not waived, with respect to either any Employee Pension Plan; (d) permit the current value of all vested accrued benefits under all Plans which are subject to Title IV of ERISA to exceed the current value of the assets of such Plans allocable to such vested accrued benefits, except as may be permitted under actuarial funding standards adopted in accordance with Section 412 of the Code; or (e) withdraw from any Multiemployer Plan, if such withdrawal would reasonably be expected to have a Material Adverse Effectresult in the imposition of Withdrawal Liability; and 7.13.5 The Borrower shall comply with the ERISA reporting requirements set forth in Section 5.4 (ERISA Notices) hereof.

Compliance with ERISA. Except as, in the aggregate, would not reasonably be expected to have a Material Adverse Effect: Each Loan Party and each ERISA Affiliate and each Plan has been operated and administered the trusts maintained pursuant to such plans are in a manner so as not to result compliance in any liability of Company for failure to comply all material respects with the presently applicable provisions of applicable lawSections 401 through and including 417 of the Code, including and of ERISA and the Code; (i) no Termination event which constitutes a Reportable Event as defined in Section 4043 of ERISA has occurred and is continuing with respect to a Plan; to the knowledge any Plan which is or was covered by Title IV of CompanyERISA, no Multiemployer Plan is insolvent or in reorganization; (ii) no Plan which is subject to Part 3 of Subtitle B of Title 1 of ERISA has an incurred any "accumulated or waived funding deficiency or has applied for an extension of any amortization period deficiency" (within the meaning of Section 302 of ERISA or Section 412 of the Code; Company ) whether or not waived, and its Subsidiaries (iii) no written notice of liability has been received with respect to any Loan Party or any Subsidiary for any "prohibited transaction" (within the meaning of Section 4975 of the Code or Section 406 of ERISA), nor has any such prohibited transaction resulting in liability to any Loan Party or ERISA Affiliates have not Affiliate occurred. Neither any Loan Party nor any ERISA Affiliate (i) has incurred any liability to the PBGC (or on account any successor thereto under ERISA), or to any trustee of a trust established under Section 4049 of ERISA, in connection with any Plan pursuant to (other than liability for premiums under Section 409, 502(i4007 or ERISA), 502(l), 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code; no proceedings have been instituted to terminate (ii) has incurred any Plan within the last fiscal year; using actuarial assumptions and computation methods consistent with subpart 1 of subtitle withdrawal liability under Subtitle E of Title IV of ERISA in connection with any Plan which is a Multiemployer Plan, nor (iii) has contributed or has been obligated to contribute on or after September 26, 1980, to any "multiemployer plan" (within the meaning of Section 3(37) of ERISA) which is subject to Title IV of ERISA. The consummation of the transactions contemplated by this Agreement (i) will not give rise to any liability on behalf of any Loan Party or its ERISA Affiliates under Title IV of ERISA to the PBGC (other than ordinary and usual PBGC premium liability), to the knowledge trustee of Companya trust established pursuant to Section 4049 of ERISA, Company and its Subsidiaries and ERISA Affiliates would not have any liability or to any Plans which are Multiemployer Plans in the event Plan, and (ii) will not constitute a "prohibited transaction" under Section 406 of a complete withdrawal therefrom, as ERISA or Section 4975 of the close of the most recent fiscal year of each such Multiemployer Plan ending prior to the Initial Funding Date; no Lien imposed under the Code or ERISA on the assets of Company or any of its Subsidiaries or any ERISA Affiliate exists or is likely to arise on account of any Plan; Company and its Subsidiaries and ERISA Affiliates have made all contributions to each Plan within the time required by law or by the terms of such Plan; and Company and its Subsidiaries and ERISA Affiliates do not maintain or contribute to any employee welfare benefit plan (as defined in Section 3(1) of ERISA and subject to ERISA) which provides benefits to retired employees (other than as required by Section 601 et seq. of ERISA) or any employee pension benefit plan (as defined in Section 3(2) of ERISA and subject to ERISA) the obligations with respect to either of which would reasonably be expected to have a Material Adverse EffectCode.

Compliance with ERISA. Except as, to the extent that all events and --------------------- obligations described in the aggregate, following clauses of this Section 6.12 and at any time in existence would not reasonably be expected to in the aggregate have a Material Adverse Effect: , each Plan has been operated and administered is in a manner so as not to result in any liability of Company for failure to comply substantial compliance with the applicable provisions of applicable law, including ERISA and the Code; no Termination Reportable Event has occurred with respect to a Plan; to the knowledge of Company, no Multiemployer Plan is insolvent or in reorganization; no Plan has an Unfunded Current Liability; no Plan has an accumulated or waived funding deficiency or has applied for an extension of any amortization period within the meaning of Section 412 of the Code; Company and its Subsidiaries or all contributions required to be made with respect to a Plan have been timely made; neither the Borrower nor any Subsidiary of the Borrower nor any ERISA Affiliates have not Affiliate has incurred any material liability to or on account of a Plan pursuant to Section 409, 502(i), 502(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 CodeCode or 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 to terminate or appoint a trustee to administer any Plan within the last fiscal yearPlan; using actuarial assumptions and computation methods consistent with subpart 1 of subtitle E of Title IV of ERISA, no condition exists which presents a material risk to the knowledge Borrower or any Subsidiary of Company, Company and its Subsidiaries and the Borrower or any ERISA Affiliates would not have any Affiliate of incurring a liability to any Plans which are Multiemployer Plans in the event or on account of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Multiemployer Plan ending prior pursuant to the Initial Funding Dateforegoing provisions of ERISA and the Code; no Lien lien imposed under the Code or ERISA on the assets of Company the Borrower or any Subsidiary of its Subsidiaries the Borrower or any ERISA Affiliate exists or is likely to arise on account of any Plan; Company and the Borrower and its Subsidiaries and ERISA Affiliates have made all contributions to each Plan within the time required by law or by the terms of such Plan; and Company and its Subsidiaries and ERISA Affiliates do not maintain or contribute to any employee welfare benefit plan (as defined in Section 3(1) of ERISA and subject to ERISA) which provides benefits to retired employees or other former employees (other than as required by Section 601 et seq. of ERISA) or any employee pension benefit plan (as defined in Section 3(2) of ERISA and subject to ERISA) the obligations with respect to either of which would could reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the ability of the Borrower to perform its obligations under this Agreement.

Compliance with ERISA. (a) Except as, in to the aggregate, extent it would not reasonably be expected to have result in a Material Adverse Effect: each Plan has been operated and administered in a manner so as not to result in any liability of Company for failure to comply with the applicable provisions of applicable law, including Effect (i) no ERISA and the Code; no Termination Event has occurred or is reasonably expected to occur; (ii) all material contributions required to be made with respect to a Plan; to the knowledge of Company, no Plan and a Multiemployer Plan is insolvent or have been timely made; (iii) each group health plan (as defined in reorganization; no Plan has an accumulated or waived funding deficiency or has applied for an extension of any amortization period within the meaning of Section 412 of the Code; Company and its Subsidiaries or any ERISA Affiliates have not incurred any liability to or on account of a Plan pursuant to Section 409, 502(i), 502(l), 4062, 4063, 4064, 4069, 4201 or 4204 607(1) of ERISA or Section 4971 or 4975 4980B(g)(2) of the Code; no proceedings have ) maintained by the Company or any ERISA Affiliate which covers employees or former employees of the Company, any Restricted Subsidiary, or any ERISA Affiliate has at all times been instituted to terminate any Plan within operated in compliance with the last fiscal year; using actuarial assumptions and computation methods consistent with subpart 1 provisions of Part 6 of subtitle E B of Title IV I of ERISA, to the knowledge of Company, Company ERISA and its Subsidiaries and ERISA Affiliates would not have any liability to any Plans which are Multiemployer Plans in the event of a complete withdrawal therefrom, as Section 4980B of the close of the most recent fiscal year of each such Multiemployer Plan ending prior to the Initial Funding Date; Code;(iv) no Lien lien imposed under the Code or ERISA on the assets of the Company or any of its Subsidiaries Restricted Subsidiary or any ERISA Affiliate exists or to the knowledge of the Company, is reasonably likely to arise on account of any Plan or any Multiemployer Plan; (v) the Company and its Restricted Subsidiaries and ERISA Affiliates have made all contributions to each Plan within the time required by law or by the terms of such Plan; and Company and its Subsidiaries and ERISA Affiliates do not maintain or contribute to any employee welfare benefit plan (as defined in Section 3(1) of ERISA and subject to ERISA) which provides benefits to retired employees or other former employees generally (other than as required by Section 601 et seq. of ERISA, and (vi) each Plan (and each related trust, insurance contract or any employee pension benefit plan fund) is in material compliance with its terms and with all applicable laws, including, without limitation, ERISA and the Code. Each Plan (as defined in and each related trust, if any) which is intended to be qualified under Section 3(2401(a) of ERISA the Code has received a determination letter or an opinion letter to the effect that it meets the requirements of Sections 401(a) and subject 501(a) of the Code; and no Plan has an Unfunded Current Liability which, when added to ERISA) the obligations aggregate amount of Unfunded Current Liabilities with respect to either of which all other Plans, would reasonably be expected to have a Material Adverse Effect. (b) As of the Closing Date the Company is not and will not be (i) an employee benefit plan subject to Title I of ERISA, (ii) a plan or account subject to Section 4975 of the Code; (iii) an entity deemed to hold “plan assets” of any such plans or accounts for purposes of ERISA or the Code; or (iv) a “governmental plan” within the meaning of ERISA. (c) Except as would not otherwise have a Material Adverse Effect, each Foreign Pension Plan, if any, has been maintained in material compliance with its terms and with the requirements of any and all applicable laws, statutes, rules, regulations and orders and has been maintained, where required, in good standing with applicable regulatory authorities; all contributions required to be made with respect to a Foreign Pension Plan, if any, have been timely made. Except as could not reasonably be expected to have a Material Adverse Effect (i) neither the Company nor any of its Restricted Subsidiaries has incurred any material obligation in connection with the termination, of or withdrawal from, any Foreign Pension Plan, and (ii) there are no accrued benefit liabilities (whether or not vested) under any Foreign Pension Plan that are unfunded that have not been adequately reserved for in accordance with generally accepted accounting principles in the applicable jurisdiction.

Compliance with ERISA. (a) Except asas could not, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect: each Plan has been operated and administered is in a manner so as not to result in any liability of Company for failure to comply compliance with the applicable provisions of applicable law, including ERISA and the Code; no Termination Event has occurred with respect to a Plan; to the knowledge of Company, no Multiemployer Plan is insolvent or in reorganization; no Plan other than a Plan which is a multiemployer plan (as defined in Section 4001(a)(3) of ERISA) has an accumulated or waived Unfunded Current Liability; no Plan which is 91subject to Section 412 of the Code has failed to satisfy the minimum funding deficiency standard within such section or has applied for a waiver of the minimum funding standard or an extension of any amortization period within the meaning of Section 412 of the Code; Company and its Subsidiaries or no Borrower nor any Subsidiary of any Borrower nor any ERISA Affiliates have not Affiliate has incurred any liability to or on account of a Plan which is a single-employer plan (as defined in Section 4001(a)(15) of ERISA) pursuant to Section 409, 502(i), 502(l), 4062, 4063, 4064, 40694063 or 4064 of ERISA or a multiemployer plan (as defined in Section 4001(a)(3) of ERISA) pursuant to Section 515, 4201 or 4204 of ERISA or Section 4971 or 4975 of the CodeERISA; no proceedings have been instituted to terminate any Plan within the last fiscal yearPlan; using actuarial assumptions and computation methods consistent with subpart 1 no condition exists which presents a risk to any Borrower or any Subsidiary of subtitle E any Borrower or any ERISA Affiliate of Title IV of ERISA, to the knowledge of Company, Company and its Subsidiaries and ERISA Affiliates would not have any incurring a liability to any Plans which are Multiemployer Plans in the event or on account of a complete withdrawal therefrom, as Plan pursuant to any of the close foregoing Sections of ERISA or the most recent fiscal year of each such Multiemployer Plan ending prior to the Initial Funding DateCode; no Lien lien imposed under the Code or ERISA on the assets of Company any Borrower or any Subsidiary of its Subsidiaries any Borrower or any ERISA Affiliate exists or is likely to arise on account of any Plan; Company each of the Borrowers and its their Subsidiaries and ERISA Affiliates have made all may terminate contributions to each Plan within any other employee benefit plans maintained by them (except as provided pursuant to collective bargaining agreements) without incurring any liability to any person interested therein other than with respect to benefits accrued prior to the time required by law or by the terms date of such Plantermination; and Company 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 its Subsidiaries Accountability Act of 1996 and ERISA Affiliates do not maintain or contribute the regulations promulgated thereunder. Notwithstanding anything to any employee welfare benefit the contrary contained in this Section 6.12, all representations and warranties made in this Section 6.12 with respect to a Plan that is a multiemployer plan (as defined in Section 3(14001(a)(3) of ERISA and subject to ERISA) which provides benefits to retired employees (other than as required by Section 601 et seq. of ERISA) shall be to the best knowledge of the Borrowers. (b) Except as could not, either individually or any employee pension benefit plan (as defined in Section 3(2) of ERISA and subject to ERISA) the obligations with respect to either of which would aggregate, reasonably be expected to have a Material Adverse Effect: each Foreign Pension Plan has been maintained in compliance with its terms and with the requirements of any and all applicable laws, statutes, rules, regulations and orders and has been maintained, where required, in good standing with applicable regulatory authorities; all contributions required to be made with respect to a Foreign Pension Plan have been timely made; neither Silgan nor any of its Subsidiaries has incurred any obligation in connection with the termination of or withdrawal from any Foreign Pension Plan; and the present value of the accrued benefit liabilities (whether or not vested) under all Foreign Pension Plans, determined as of the end of Silgan’s most recently ended fiscal year on the basis of actuarial assumptions, each of which is reasonable, did not exceed the current value of the assets of such Foreign Pension Plans allocable to such benefit liabilities.

Compliance with ERISA. Except as, Each Plan is in the aggregate, would not reasonably be expected to have a Material Adverse Effect: each Plan has been operated and administered in a manner so as not to result in any liability of Company for failure to comply substantial compliance with the applicable provisions of applicable law, including ERISA and the Code; no Termination Reportable Event has occurred with respect to a Plan; to the knowledge of Company, no Multiemployer Plan is insolvent or in reorganization; no 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 has applied for an extension of any amortization period within the meaning of Section 412 of the Code; Company and its all contributions required to be made with respect to a Plan have been timely made; none of Holdings, the Borrower nor any of their respective Subsidiaries or nor any ERISA Affiliates have not Affiliate has incurred any material liability to or on account of a Plan pursuant to Section 409, 502(i), 502(l502(1), 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 CodeCode or reasonably expects to incur any material liability under any of the foregoing Sections with respect to any Plan; no proceedings have been instituted to terminate or appoint a trustee to administer any Plan; no condition exists which presents a material risk to Holdings, the Borrower or any of their respective Subsidiaries or any ERISA Affiliate of incurring a material liability to or on account of a Plan within pursuant to the last fiscal yearforegoing provisions of ERISA and the Code; using actuarial assumptions and computation methods consistent with subpart Part 1 of subtitle E of Title IV of ERISA, to the knowledge aggregate liabilities of CompanyHoldings, Company and its the Borrower, their respective Subsidiaries and their ERISA Affiliates would not have any liability to any all Plans which are Multiemployer Plans multiemployer plans (as defined in Section 4001(a)(3) of ERISA) in the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Multiemployer Plan ending ended prior to the Initial Funding Datedate of the most recent Credit Event, would not exceed $1,000,000; no Lien lien imposed under the Code or ERISA on the assets of Company Holdings, the Borrower or any of its their respective Subsidiaries or any ERISA Affiliate exists or is reasonably likely to arise on account of any Plan; Company and its Holdings, the Borrower and their respective Subsidiaries and ERISA Affiliates have made all contributions to each Plan within the time required by law or by the terms of such Plan; and Company and its Subsidiaries and ERISA Affiliates do not maintain or contribute to any employee welfare benefit plan (as defined in Section 3(1) of ERISA and subject to ERISA) which provides benefits to retired employees or other former employees (other than as required by Section 601 et seq. of ERISA) or any employee pension benefit plan (as defined in Section 3(2) of ERISA and subject to ERISA) the obligations with respect to either of which would could reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the ability of Holdings, the Borrower or any of its Subsidiaries to perform their respective obligations under the Credit Documents to which they are a party.

Compliance with ERISA. Set forth in Schedule 4.20 is a true and complete list, as of the date hereof of all bonus, deferred compensation, incentive compensation, stock purchase, stock option, employment, consulting, severance or termination pay, hospitalization or other medical, life or other insurance, or retirement plan, program, agreement or arrangement, and each other Plan or Multiemployer Plan maintained or contributed to by any Person with respect to employees of the Company or its ERISA Affiliates (other than a plan, program, agreement or arrangement sponsored by a Governmental Body). Except asas set forth on Schedule 4.20: (a) no Pension Plan which is subject to Part 3 of Subtitle B of Title 1 of ERISA or Section 412 of the Code has or had an accumulated funding deficiency (as such term is defined in Section 302 of ERISA or Section 412 of the Code), whether or not waived; (b) no liability to the PBGC (other than required insurance premiums, of which all that are required to have been paid on or before the Closing Date have been paid) has been incurred and is outstanding with respect to any Pension Plan, and there has not been any Reportable Event, or any other event or condition, which presents a risk of involuntary termination of any Pension Plan by the PBGC; (c) neither the Company, any ERISA Affiliate, any Subsidiary of the Company, any Multiemployer Plan or Plan nor any trust created thereunder, nor any trustee or administrator thereof, has engaged in a prohibited transaction (as such term is defined in Section 4975 of the aggregateCode or described in Section 406 of ERISA) that could subject the Company to any material tax or penalty imposed under said Section 4975 or Section 502(i) of ERISA; (d) no liability has been incurred and is outstanding with respect to any Multiemployer Plan as a result of the complete or partial withdrawal by the Company or any of its Subsidiaries or ERISA Affiliates from such Multiemployer Plan under Title IV of ERISA, would not nor has any of the Company or any of its Subsidiaries or ERISA Affiliates been notified by any Multiemployer Plan that such Multiemployer Plan is currently in reorganization or insolvency under and within the meaning of Section 4241 or 4245 of ERISA or that such Multiemployer Plan intends to terminate or has been terminated under Section 4041A of ERISA; no Multiemployer Plan is reasonably expected to be in reorganization or to be terminated where such reorganization or termination has or could reasonably be expected to have a Material Adverse Effect: each Plan has been operated ; (e) the Company, its Subsidiaries, ERISA Affiliates, and administered all Plans and Multiemployer Plans are in a manner so as not to result compliance in any liability all material respects with all applicable provisions of Company for failure to comply ERISA and the Code and with the applicable law and administrative requirements of any relevant jurisdiction and the regulations and published interpretations thereunder, including the provisions of applicable law, including ERISA and the Code requiring continuation coverage under Plans which are group (f) the actuarial present value of all benefit liabilities (as defined in Section 4001(a)(16) of ERISA) under each Pension Plan that is subject to Title IV of ERISA does not exceed the fair market value of the assets allocable to such liabilities, determined as if such Plan were terminated as of the Closing Date, and by using such Plan's actuarial assumptions as set forth in the most recent actuarial report pertaining to such Plan; (g) no Multiemployer Plan has any unfunded vested benefits within the meaning of Section 4213(c) of ERISA; (h) neither the Company, any ERISA Affiliate or any Subsidiary of the Company has failed to make any contribution or payment to any Pension Plan, or made any amendment to any Pension Plan, which has resulted or could result in the imposition of a Lien or the posting of a bond or other security under ERISA or the Code; ; (i) no Termination Event event has occurred with respect to a Plan; to the knowledge of Company, no Multiemployer Plan is insolvent or in reorganization; no Plan has an accumulated or waived funding deficiency or has applied for an extension of any amortization period within the meaning of Section 412 of the Code; Company and its Subsidiaries or any ERISA Affiliates have not incurred any liability to or on account of a Plan pursuant to Section 409, 502(i), 502(l), 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code; no proceedings have been instituted to terminate any Plan within the last fiscal year; using actuarial assumptions and computation methods consistent or with subpart 1 of subtitle E of Title IV of ERISA, to the knowledge of Company, Company and its Subsidiaries and ERISA Affiliates would not have any liability respect to any Plans which are Multiemployer Plans in the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Multiemployer Plan ending prior to the Initial Funding Date; no Lien imposed under the Code or ERISA on the assets of Company or any of its Subsidiaries or any ERISA Affiliate exists or is likely to arise on account of any Plan; Company and its Subsidiaries and ERISA Affiliates have made all contributions to each Plan within the time required by law or by the terms of such Plan; and Company and its Subsidiaries and ERISA Affiliates do not maintain or contribute to any other employee welfare benefit plan (as defined in Section 3(1) of ERISA and subject to ERISA) which provides benefits to retired employees (other than as required by Section 601 et seq. of ERISA) or any employee pension benefit plan (as defined in Section 3(2) of ERISA and subject to ERISA) established or maintained at any time during the obligations five-year period immediately preceding the Closing Date for the benefit of employees of the Company, or any of its Subsidiaries or ERISA Affiliates, which presents a risk of liability of any of such Persons under Section 4069 of ERISA; (j) there are no liabilities under the Plans that are employee welfare benefit plans (as defined in Section 3(1) of ERISA) providing for medical, health or life insurance benefits that are not fully insured, and no such Plan provides for continued medical, health or life benefits for employees after they leave the employment of the Company or any of its Subsidiaries or ERISA Affiliates (other than any such welfare benefits required to be provided under the Consolidated Omnibus Budget Reconciliation Act of 1985 or other similar law); (k) none of the Company, its Subsidiaries, and ERISA Affiliates is a party in interest (as defined in Section 3(14) of ERISA) with respect to either any employee benefit plan (as defined in Section 3(3) of ERISA), other than the Plans; (l) none of the Company, its Subsidiaries, and ERISA Affiliates has breached or violated any of the responsibilities, obligations or duties imposed upon any of such Persons by the Code or ERISA or any other statute, regulation, or governmental order which would breach or violation has given rise, or is reasonably likely to give rise in the future to, any material liability or obligation of the Company or its Subsidiaries to pay money; (m) there are no actions, suits or claims, pending, asserted or, to the best knowledge of the Company, threatened against any Plan, the Company, an ERISA Affiliate, a Subsidiary of the Company, or any Person for which the Company may be directly or indirectly liable through indemnification arrangement or otherwise, other than routine claims for benefits; (n) all required reports and descriptions of the Plans of the Company or its Subsidiaries or ERISA Affiliates (including but not limited to Form 5500 Annual Reports, Summary Annual Reports and Summary Plan Descriptions) have been timely filed and distributed, and any notices required by ERISA or the Code or the law of any other applicable jurisdiction or any ruling or regulation of any administrative agency of any applicable jurisdiction with respect to such Plans, including but not limited to any notices required by Section 204(h) or Section 606 of ERISA or Section 4980B of the Code, have been appropriately given. With respect to the Plans of any such Subsidiaries or ERISA Affiliates, any notices required by Section 204(h) or Section 606 of ERISA or Section 4980B of the Code have been appropriately given; and (o) no proceeding has been instituted or is reasonably expected to have be instituted under Section 515 of ERISA to collect delinquent contributions to a Material Adverse EffectPlan.

Compliance with ERISA. Except as, in (a) Each member of the aggregate, would not reasonably be expected ERISA Group has fulfilled its obligations under the minimum funding standards of ERISA and the Internal Revenue Code with respect to have a Material Adverse Effect: each Plan has been operated and administered is in a manner so as not to result compliance in any liability of Company for failure to comply all material respects with the presently applicable provisions of applicable law, including ERISA and the Code; no Termination Event has occurred Internal Revenue Code with respect to each Plan. No member of the ERISA Group has (i) sought a Plan; to waiver of the knowledge of Company, no Multiemployer Plan is insolvent or in reorganization; no Plan has an accumulated or waived minimum funding deficiency or has applied for an extension of any amortization period within the meaning of standard under Section 412 of the Code; Company and its Subsidiaries Internal Revenue Code in respect of any Plan, (ii) failed to make any contribution or payment to any Plan or Multiemployer Plan or in respect of any Benefit Arrangement, or made any amendment to any Plan or Benefit Arrangement, which has resulted or could result in the imposition of a Lien or the posting of a bond or other security under ERISA Affiliates have not or the Internal Revenue Code or (iii) incurred any liability under Title IV of ERISA other than a liability to the PBGC for premiums under Section 4007 of ERISA. (b) Except for each "employee benefit plan" (as such term is defined in Section 3(3) of ERISA) that is maintained, or on account contributed to, by one or more members of the ERISA Group, no member of the ERISA Group is a Plan pursuant to "party in interest" (as such term is defined in Section 409, 502(i), 502(l), 4062, 4063, 4064, 4069, 4201 or 4204 3(14) of ERISA or a "disqualified person" (as such term is defined in Section 4971 or 4975(e)(2) of the Code) with respect to any funded employee benefit plan and none of the assets of any such plans have been invested in a manner that would cause the transactions contemplated by the Loan Documents to constitute a nonexempt prohibited transaction (as such term is defined in Section 4975 of the Code; no proceedings have been instituted to terminate any Plan within the last fiscal year; using actuarial assumptions and computation methods consistent with subpart 1 of subtitle E of Title IV Code or Section 406 of ERISA, to ). (c) Neither the knowledge of Company, Company and its Subsidiaries and ERISA Affiliates would not have any liability to any Plans which are Multiemployer Plans in the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Multiemployer Plan ending prior to the Initial Funding Date; no Lien imposed under the Code or ERISA on the assets of Company or any of its Subsidiaries or REIT nor any ERISA Affiliate exists thereof has in the past five (5) years maintained or is likely contributed to arise or currently maintains or contributes to any Benefit Plan other than the Benefit Plans identified on account of Schedule 5.6(c). Neither the REIT nor any Plan; Company and its Subsidiaries and ERISA Affiliates have made all contributions Affiliate thereof has during the past five (5) years maintained or contributed to each Plan within the time required by law or by the terms of such Plan; and Company and its Subsidiaries and ERISA Affiliates do not maintain currently maintains or contribute contributes to any employee welfare benefit plan (as defined in within the meaning of Section 3(13(l) of ERISA and subject to ERISA) which provides benefits to retired employees (retirees other than as benefits required by to be provided under Section 4980B of the Internal Revenue Code and Sections 601 et seq. through 608 of ERISA) ERISA (or any employee pension benefit plan (as defined successor provisions thereto). Neither the REIT nor any ERISA Affiliate thereof is now contributing nor has it ever contributed to or been obligated to contribute to any Multiemployer Plan, no employees or former employees of the REIT, or such ERISA Affiliate have been covered by any Multiemployer Plan in Section 3(2) respect of their employment by the REIT, and no ERISA and subject Affiliate of the REIT has or is likely to ERISA) the obligations incur any withdrawal liability with respect to either of any Multiemployer Plan which would reasonably be expected to have a Material Adverse EffectEffect on the REIT.

Compliance with ERISA. Except as(a) The Company and each ERISA Affiliate have operated and administered each Plan (which is not a Multiemployer Plan) in compliance with all applicable laws except for such instances of noncompliance as have not resulted in, in the aggregate, and would not reasonably be expected to have result in, a Material Adverse Effect: each Plan . Neither the Company nor any ERISA Affiliate has been operated and administered in a manner so as not to result in incurred any liability of Company for failure to comply with the applicable provisions of applicable lawTitle I of ERISA or pursuant to Title IV of ERISA (other than for premium payments to the PBGC paid in a timely manner) or the penalty or excise tax provisions of the Code relating to employee benefit plans (as defined in Section 3 of ERISA), including ERISA and the Code; no Termination Event event, transaction or condition has occurred with respect or exists that would reasonably be expected to a Plan; to result in the knowledge incurrence of Companyany such liability by the Company or any ERISA Affiliate, no Multiemployer Plan is insolvent or in reorganization; no Plan has an accumulated or waived funding deficiency or has applied for an extension the imposition of any amortization period within Lien on any of the meaning rights, properties or assets of the Company or any ERISA Affiliate, in either case pursuant to Title I or IV of ERISA or to such penalty or excise tax provisions or to Section 401(a)(29) or 412 of the Code; , other than such liabilities or Liens as would not be, individually or in the aggregate, Material. (b) The present value of the aggregate benefit liabilities under each of the Plans subject to Title IV of ERISA (other than Multiemployer Plans), determined as of the beginning of such Plan’s most recent plan year (for which such liabilities have been determined) on the basis of the actuarial assumptions specified for funding purposes in such Plan’s most recent actuarial valuation report, did not exceed the aggregate current value as of such determination date of the assets of such Plan allocable to such benefit liabilities by more than $5,000,000 in the case of any single Plan and by more than $25,000,000 in the aggregate for all Plans. The term “benefit liabilities” has the meaning specified in Section 4001 of ERISA and the terms “current value” and “present value” have the meanings specified in Section 3 of ERISA. (c) The Company and its Subsidiaries or any ERISA Affiliates have not incurred any liability to or on account of a Plan pursuant to withdrawal liabilities under Section 409, 502(i), 502(l), 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA in respect of Multiemployer Plans that, individually or in the aggregate, are Material. (d) The expected post-retirement benefit obligation (determined as of the last day of the Company’s most recently ended fiscal year in accordance with Financial Accounting Standards Board Statement No. 106, without regard to liabilities attributable to continuation coverage mandated by Section 4971 or 4975 4980B of the Code; no proceedings have been instituted to terminate any Plan within ) of the last fiscal year; using actuarial assumptions and computation methods consistent with subpart 1 of subtitle E of Title IV of ERISA, to the knowledge of Company, Company and its Subsidiaries is not Material. (e) The execution and delivery of this Agreement and the issuance and sale of the Series 2006-A Notes hereunder to each Purchaser will not involve any transaction with respect to such Purchaser that is subject to and not exempt from the prohibitions of Section 406 of ERISA Affiliates or in connection with which a tax would not have any liability be imposed pursuant to any Plans which are Multiemployer Plans Section 4975(c)(1)(A)-(D) of the Code. The representation by the Company to each Purchaser in the event first sentence of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Multiemployer Plan ending prior to the Initial Funding Date; no Lien imposed under the Code or ERISA on the assets of Company or any of its Subsidiaries or any ERISA Affiliate exists or this Section 5.12(e) is likely to arise on account of any Plan; Company and its Subsidiaries and ERISA Affiliates have made all contributions to each Plan within the time required by law or by the terms of such Plan; and Company and its Subsidiaries and ERISA Affiliates do not maintain or contribute to any employee welfare benefit plan (as defined in Section 3(1) of ERISA reliance upon and subject to ERISA) which provides benefits to retired employees (other than as required by Section 601 et seq. the accuracy of ERISA) or any employee pension benefit plan (as defined such Purchaser’s representation in Section 3(2) 6.3 as to the sources of ERISA and subject the funds to ERISA) be used to pay the obligations with respect purchase price of the Series 2006-A Notes to either of which would reasonably be expected to have a Material Adverse Effectpurchased by such Purchaser.