Common use of Employee Benefit Plan Liability Clause in Contracts

Employee Benefit Plan Liability. As of the Amendment Closing Date and each Funding Date and Transfer Date, as applicable, (i) no “accumulated funding deficiency” (as such term is defined under ERISA and the Code), whether or not waived, exists with respect to any “employee pension benefit plan” (as such term is defined under ERISA) sponsored, maintained or contributed to by the Depositor or any of its Affiliates with respect to any plan year beginning prior to January 1, 2011, and, to the Depositor’s knowledge, no event has occurred or circumstance exists that may result in an accumulated funding deficiency as of the last day of any plan year beginning prior to January 1, 2011; (ii) no unpaid “minimum required contribution” (as such term is defined under ERISA and the Code), whether or not such funding deficiency is waived, exists with respect to any employee pension benefit plan sponsored, maintained or contributed to by the Depositor or any of its Affiliates with respect to any plan year beginning after December 31, 2010, and, to the Depositor’s knowledge, no event has occurred or circumstance exists that may result in an unpaid minimum required contribution as of the last day of the plan year beginning after December 31, 2010 of any such plan; (iii) the Depositor and each of its Affiliates has made all contributions required under each multiemployer plan (as such term is defined under ERISA) to which the Depositor or any of its Affiliates contributes or in which the Depositor or any of its Affiliates participates (a “Depositor Multiemployer Plan”); and (iv) neither the Depositor nor any of its Affiliates has withdrawn from any Depositor Multiemployer Plan with respect to which there is any outstanding liability and, to the Depositor’s knowledge, no event has occurred or circumstance exists that presents a risk of the occurrence of any withdrawal from, or the partition, termination, reorganization or insolvency of, any Depositor Multiemployer Plan that could result in any liability to the Depositor.

Employee Benefit Plan Liability. As of the Amendment Closing Date and each Funding Date and Transfer Date, as applicable, (i) no “accumulated funding deficiency” (as such term is defined under ERISA and the Code), whether or not waived, exists with respect to any “employee pension benefit plan” (as such term is defined under ERISA) sponsored, maintained or contributed to by the Depositor Seller or any of its Affiliates with respect to any plan year beginning prior to January 1, 20112010, and, to the DepositorSeller’s knowledge, no event has occurred or circumstance exists that may result in an accumulated funding deficiency as of the last day of any plan year beginning prior to January 1, 20112010; (ii) no unpaid “minimum required contribution” (as such term is defined under ERISA and the Code), whether or not such funding deficiency is waived, exists with respect to any employee pension benefit plan sponsored, maintained or contributed to by the Depositor Seller or any of its Affiliates with respect to any plan year beginning after December 31, 20102009, and, to the DepositorSeller’s knowledge, no event has occurred or circumstance exists that may result in an unpaid minimum required contribution as of the last day of the plan year beginning after December 31, 2010 2009 of any such plan; (iii) the Depositor Seller and each of its Affiliates has made all contributions required under each multiemployer plan (as such term is defined under ERISA) to which the Depositor Seller or any of its Affiliates contributes or in which the Depositor Seller or any of its Affiliates participates (a “Depositor Seller Multiemployer Plan”); and (iv) neither the Depositor Seller nor any of its Affiliates has withdrawn from any Depositor Seller Multiemployer Plan with respect to which there is any outstanding liability and, to the DepositorSeller’s knowledge, no event has occurred or circumstance exists that presents a risk of the occurrence of any withdrawal from, or the partition, termination, reorganization or insolvency of, any Depositor Seller Multiemployer Plan that could result in any liability to the DepositorSeller.

Employee Benefit Plan Liability. As of the Amendment Closing Date and each Funding Date and Transfer Date, as applicable, (i) no “accumulated funding deficiency” (as such term is defined under ERISA and the Code), whether or not waived, exists with respect to any “employee pension benefit plan” (as such term is defined under ERISA) sponsored, maintained or contributed KL2 2787975.6 to by the Depositor or any of its Affiliates with respect to any plan year beginning prior to January 1, 2011, and, to the Depositor’s knowledge, no event has occurred or circumstance exists that may result in an accumulated funding deficiency as of the last day of any plan year beginning prior to January 1, 2011; (ii) no unpaid “minimum required contribution” (as such term is defined under ERISA and the Code), whether or not such funding deficiency is waived, exists with respect to any employee pension benefit plan sponsored, maintained or contributed to by the Depositor or any of its Affiliates with respect to any plan year beginning after December 31, 2010, and, to the Depositor’s knowledge, no event has occurred or circumstance exists that may result in an unpaid minimum required contribution as of the last day of the plan year beginning after December 31, 2010 of any such plan; (iii) the Depositor and each of its Affiliates has made all contributions required under each multiemployer plan (as such term is defined under ERISA) to which the Depositor or any of its Affiliates contributes or in which the Depositor or any of its Affiliates participates (a “Depositor Multiemployer Plan”); and (iv) neither the Depositor nor any of its Affiliates has withdrawn from any Depositor Multiemployer Plan with respect to which there is any outstanding liability and, to the Depositor’s knowledge, no event has occurred or circumstance exists that presents a risk of the occurrence of any withdrawal from, or the partition, termination, reorganization or insolvency of, any Depositor Multiemployer Plan that could result in any liability to the Depositor.

Employee Benefit Plan Liability. As of the Amendment Closing any Sale Date and each Funding Date and Transfer Date, as applicable, (i) no “accumulated funding deficiency” (as such term is defined under ERISA and the Code), whether or not waived, exists with respect to any “employee pension benefit plan” (as such term is defined under ERISA) sponsored, maintained or contributed to by the Depositor DRFHC or any of its Affiliates with respect to any plan year beginning prior to January 1, 20112009, and, to the DepositorDRFHC’s knowledge, no event has occurred or circumstance exists that may result in an accumulated funding deficiency as of the last day of any plan year beginning prior to January 1, 20112009; (ii) no unpaid “minimum required contribution” (as such term is defined under ERISA and the Code), whether or not such funding deficiency is waived, exists with respect to any employee pension benefit plan sponsored, maintained or contributed to by the Depositor DRFHC or any of its Affiliates with respect to any plan year beginning after December 31, 20102008, and, to the DepositorDRFHC’s knowledge, no event has occurred or circumstance exists that may result in an unpaid minimum required contribution as of the last day of the any plan year beginning after December 31, 2010 2008 of any such plan; (iii) the Depositor DRFHC and each of its Affiliates has made all contributions required under each multiemployer plan (as such term is defined under ERISA) to which the Depositor or any of its Affiliates contributes or in which the Depositor or any of its Affiliates participates (a “Depositor Multiemployer Plan”); and (iv) neither the Depositor DRFHC nor any of its Affiliates has withdrawn from any Depositor Multiemployer Plan with respect to which there is any outstanding liability and, to the DepositorDRFHC’s knowledge, no event has occurred or circumstance exists that presents a risk of the occurrence of any withdrawal from, or the partition, termination, reorganization or insolvency of, any Depositor Multiemployer Plan that could result in any liability to the DepositorDRFHC.

Employee Benefit Plan Liability. As of the Amendment Closing Date and each Funding Date and Transfer Date, as applicable, (i) no “accumulated funding deficiency” (as such term is defined under ERISA and the Code), whether or not waived, exists with respect to any “employee pension benefit plan” (as such term is defined under ERISA) sponsored, maintained or contributed to by the Depositor Seller or any of its Affiliates with respect to any plan year beginning prior to January 1, 2011, and, to the DepositorSeller’s knowledge, no event has occurred or circumstance exists that may result in an accumulated funding deficiency as of the last day of any plan year beginning prior to January 1, 2011; (ii) no unpaid “minimum required contribution” (as such term is defined under ERISA and the Code), whether or not such funding deficiency is waived, exists with respect to any employee pension benefit plan sponsored, maintained or contributed to by the Depositor Seller or any of its Affiliates with respect to any plan year beginning after December 31, 2010, and, to the DepositorSeller’s knowledge, no event has occurred or circumstance exists that may result in an unpaid minimum required contribution as of the last day of the plan year beginning after December 31, 2010 of any such plan; (iii) the Depositor Seller and each of its Affiliates has made all contributions required under each multiemployer plan (as such term is defined under ERISA) to which the Depositor Seller or any of its Affiliates contributes or in which the Depositor Seller or any of its Affiliates participates (a “Depositor Seller Multiemployer Plan”); and (iv) neither the Depositor Seller nor any of its Affiliates has withdrawn from any Depositor Seller Multiemployer Plan with respect to which there is any outstanding liability and, to the DepositorSeller’s knowledge, no event has occurred or circumstance exists that presents a risk of the occurrence of any withdrawal from, or the partition, termination, reorganization or insolvency of, any Depositor Seller Multiemployer Plan that could result in any liability to the DepositorSeller.

Employee Benefit Plan Liability. As of the Amendment Closing Date and each Funding Date and Transfer Date, as applicable, (i) no “accumulated funding deficiency” (as such term is defined under ERISA and the Code), whether or not waived, exists with respect to any “employee pension benefit plan” (as such term is defined under ERISA) sponsored, maintained or contributed to by the Depositor Seller or any of its Affiliates with respect to any plan year beginning prior to January 1, 2011, and, to the DepositorSeller’s knowledge, no event has occurred or circumstance exists that may result in an accumulated funding deficiency as of the last day of any plan year beginning prior to January 1, 2011; (ii) no unpaid “minimum KL2 2787979.5 required contribution” (as such term is defined under ERISA and the Code), whether or not such funding deficiency is waived, exists with respect to any employee pension benefit plan sponsored, maintained or contributed to by the Depositor Seller or any of its Affiliates with respect to any plan year beginning after December 31, 2010, and, to the DepositorSeller’s knowledge, no event has occurred or circumstance exists that may result in an unpaid minimum required contribution as of the last day of the plan year beginning after December 31, 2010 of any such plan; (iii) the Depositor Seller and each of its Affiliates has made all contributions required under each multiemployer plan (as such term is defined under ERISA) to which the Depositor Seller or any of its Affiliates contributes or in which the Depositor Seller or any of its Affiliates participates (a “Depositor Seller Multiemployer Plan”); and (iv) neither the Depositor Seller nor any of its Affiliates has withdrawn from any Depositor Seller Multiemployer Plan with respect to which there is any outstanding liability and, to the DepositorSeller’s knowledge, no event has occurred or circumstance exists that presents a risk of the occurrence of any withdrawal from, or the partition, termination, reorganization or insolvency of, any Depositor Seller Multiemployer Plan that could result in any liability to the DepositorSeller.

Employee Benefit Plan Liability. As of the Amendment Closing Date and each Funding Date and Transfer Date, as applicable, (i) no KL2 2879244.6 “accumulated funding deficiency” (as such term is defined under ERISA and the Code), whether or not waived, exists with respect to any “employee pension benefit plan” (as such term is defined under ERISA) sponsored, maintained or contributed to by the Depositor or any of its Affiliates Plan with respect to any plan year beginning prior to January 1, 2011, and, to the Depositor’s knowledge, no event has occurred or circumstance exists that may result in an accumulated funding deficiency as of the last day of any plan year beginning prior to January 1, 2011; (ii) no unpaid “minimum required contribution” (as such term is defined under ERISA and the Code), whether or not such funding deficiency is waived, exists with respect to any employee pension benefit plan sponsored, maintained or contributed to by the Depositor or any of its Affiliates Plan with respect to any plan year beginning after December 31, 2010, and, to the Depositor’s knowledge, no event has occurred or circumstance exists that may result in an unpaid minimum required contribution as of the last day of the plan year beginning after December 31, 2010 of any such planPlan; (iii) the Depositor and each of its ERISA Affiliates has made all contributions required under each multiemployer plan (as such term is defined under ERISA) Multiemployer Plan to which the Depositor or any of its ERISA Affiliates contributes or in which the Depositor or any of its ERISA Affiliates participates (a “Depositor Multiemployer Plan”); and (iv) neither the Depositor nor any of its ERISA Affiliates has withdrawn from any Depositor Multiemployer Plan with respect to which there is any outstanding liability and, to the Depositor’s knowledge, no event has occurred or circumstance exists that presents a risk of the occurrence of any withdrawal from, or the partition, termination, reorganization or insolvency of, any Depositor Multiemployer Plan that could result in any liability to the Depositor.

Employee Benefit Plan Liability. As of the Amendment Closing Date and each Funding Date and Transfer Date, as applicable, (i) no “"accumulated funding deficiency” " (as such term is defined under ERISA and the Code), whether or not waived, exists with respect to any “"employee pension benefit plan” " (as such term is defined under ERISA) sponsored, maintained or contributed to by the Depositor Seller or any of its Affiliates with respect to any plan year beginning prior to January 1, 2011, and, to the Depositor’s Seller's knowledge, no event has occurred or circumstance exists that may result in an accumulated funding deficiency as of the last day of any plan year beginning prior to January 1, 2011; (ii) no unpaid “minimum required contribution” (as such term is defined under ERISA and the Code), whether or not such funding deficiency is waived, exists with respect to any employee pension benefit plan sponsored, maintained or contributed to by the Depositor Seller or any of its Affiliates with respect to any plan year beginning after December 31, 2010, and, to the DepositorSeller’s knowledge, no event has occurred or circumstance exists that may result in an unpaid minimum required contribution as of the last day of the any plan year beginning after December 31, 2010 of any such plan; (iii) the Depositor Seller and each of its Affiliates has made all contributions required under each multiemployer plan (as such term is defined under ERISA) to which the Depositor or any of its Affiliates contributes or in which the Depositor or any of its Affiliates participates (a “Depositor Multiemployer Plan”); and (iv) neither the Depositor Seller nor any of its Affiliates has withdrawn from any Depositor Multiemployer Plan with respect to which there is any outstanding liability and, to the Depositor’s Seller's knowledge, no event has occurred or circumstance exists that presents a risk of the occurrence of any withdrawal from, or the partition, termination, reorganization or insolvency of, any Depositor Multiemployer Plan that could result in any liability to the DepositorSeller.

Employee Benefit Plan Liability. As of the Amendment Closing Date and each Funding Date and Transfer Date, as applicable, (i) no “"accumulated funding deficiency” " (as such term is defined under ERISA and the Code), whether or not waived, exists with respect to any “"employee pension benefit plan” " (as such term is defined under ERISA) sponsored, maintained or contributed to by the Depositor Seller or any of its Affiliates with respect to any plan year beginning prior to January 1, 20112008, and, to the Depositor’s Seller's knowledge, no event has occurred or circumstance exists that may result in an accumulated funding deficiency as of the last day of any plan year beginning prior to January 1, 20112008; (ii) no unpaid “minimum required contribution” (as such term is defined under ERISA and the Code), whether or not such funding deficiency is waived, exists with respect to any employee pension benefit plan sponsored, maintained or contributed to by the Depositor Seller or any of its Affiliates with respect to any plan year beginning after December 31, 20102007, and, to the DepositorSeller’s knowledge, no event has occurred or circumstance exists that may result in an unpaid minimum required contribution as of the last day of the any plan year beginning after December 31, 2010 2007 of any such employee pension benefit plan; (iii) the Depositor Seller and each of its Affiliates has made all contributions required under each multiemployer plan (as such term is defined under ERISA) to which the Depositor or any of its Affiliates contributes or in which the Depositor or any of its Affiliates participates (a “Depositor Multiemployer Plan”); and (iv) neither the Depositor Seller nor any of its Affiliates has withdrawn from any Depositor Multiemployer Plan with respect to which there is any outstanding liability and, to the Depositor’s Seller's knowledge, no event has occurred or circumstance exists that presents a risk of the occurrence of any withdrawal from, or the partition, termination, reorganization or insolvency of, any Depositor Multiemployer Plan that could result in any liability to the DepositorSeller.

Employee Benefit Plan Liability. As of the Amendment Closing Date and each Funding Date and Transfer Date, as applicable, (i) no “accumulated funding deficiency” (as such term is defined under ERISA and the Code), whether or not waived, exists with respect to any “employee pension benefit plan” (as such term is defined under ERISA) sponsored, maintained or contributed to by the Depositor or any of its Affiliates Plan with respect to any plan year beginning prior to January 1, 2011, and, to the DepositorSeller’s knowledge, no event has occurred or circumstance exists that may result in an accumulated funding deficiency as of the last day of any plan year beginning prior to January 1, 2011; (ii) no unpaid “minimum required contribution” (as such term is defined under ERISA and the Code), whether or not such funding deficiency is waived, exists with respect KL2 2882246.3 to any employee pension benefit plan sponsored, maintained or contributed to by the Depositor or any of its Affiliates Plan with respect to any plan year beginning after December 31, 2010, and, to the DepositorSeller’s knowledge, no event has occurred or circumstance exists that may result in an unpaid minimum required contribution as of the last day of the plan year beginning after December 31, 2010 of any such planPlan; (iii) the Depositor Seller and each of its ERISA Affiliates has made all contributions required under each multiemployer plan (as such term is defined under ERISA) Multiemployer Plan to which the Depositor Seller or any of its ERISA Affiliates contributes or in which the Depositor Seller or any of its ERISA Affiliates participates (a “Depositor Seller Multiemployer Plan”); and (iv) neither the Depositor Seller nor any of its ERISA Affiliates has withdrawn from any Depositor Seller Multiemployer Plan with respect to which there is any outstanding liability and, to the DepositorSeller’s knowledge, no event has occurred or circumstance exists that presents a risk of the occurrence of any withdrawal from, or the partition, termination, reorganization or insolvency of, any Depositor Seller Multiemployer Plan that could result in any liability to the DepositorSeller.

Employee Benefit Plan Liability. As of the Amendment Closing Date and each Funding Date and Transfer Date, as applicable, (i) no “"accumulated funding deficiency” " (as such term is defined under ERISA and the Code), whether or not waived, exists with KL2 2906190.5 respect to any “"employee pension benefit plan” " (as such term is defined under ERISA) sponsored, maintained or contributed to by the Depositor Seller or any of its Affiliates with respect to any plan year beginning prior to January 1, 20112008, and, to the Depositor’s Seller's knowledge, no event has occurred or circumstance exists that may result in an accumulated funding deficiency as of the last day of any plan year beginning prior to January 1, 20112008; (ii) no unpaid “minimum required contribution” (as such term is defined under ERISA and the Code), whether or not such funding deficiency is waived, exists with respect to any employee pension benefit plan sponsored, maintained or contributed to by the Depositor Seller or any of its Affiliates with respect to any plan year beginning after December 31, 20102007, and, to the DepositorSeller’s knowledge, no event has occurred or circumstance exists that may result in an unpaid minimum required contribution as of the last day of the any plan year beginning after December 31, 2010 2007 of any such employee pension benefit plan; (iii) the Depositor Seller and each of its Affiliates has made all contributions required under each multiemployer plan (as such term is defined under ERISA) to which the Depositor or any of its Affiliates contributes or in which the Depositor or any of its Affiliates participates (a “Depositor Multiemployer Plan”); and (iv) neither the Depositor Seller nor any of its Affiliates has withdrawn from any Depositor Multiemployer Plan with respect to which there is any outstanding liability and, to the Depositor’s Seller's knowledge, no event has occurred or circumstance exists that presents a risk of the occurrence of any withdrawal from, or the partition, termination, reorganization or insolvency of, any Depositor Multiemployer Plan that could result in any liability to the DepositorSeller.

Employee Benefit Plan Liability. As of the Amendment Closing Date and each Funding Date and Transfer Date, as applicable, (i) no “"accumulated funding deficiency” " (as such term is defined under ERISA and the Code), whether or not waived, exists with respect to any “"employee pension benefit plan” " (as such term is defined under ERISA) sponsored, maintained or contributed to by the Depositor Seller or any of its Affiliates with respect to any plan year beginning prior to January 1, 20112008, and, to the Depositor’s Seller's knowledge, no event has occurred or circumstance exists that may result in an accumulated funding deficiency as of the last day of any plan year beginning prior to January 1, 20112008; (ii) no unpaid “minimum required contribution” (as such term is defined under ERISA and the Code), whether or not such funding deficiency is waived, exists with respect to any employee pension benefit plan sponsored, maintained or contributed to by the Depositor Seller or any of its Affiliates with respect to any plan year beginning after December 31, 20102007, and, to the DepositorSeller’s knowledge, no event has occurred or circumstance exists that may result in an unpaid minimum 8 required contribution as of the last day of the any plan year beginning after December 31, 2010 2007 of any such plan; (iii) the Depositor Seller and each of its Affiliates has made all contributions required under each multiemployer plan (as such term is defined under ERISA) to which the Depositor or any of its Affiliates contributes or in which the Depositor or any of its Affiliates participates (a “Depositor Multiemployer Plan”); and (iv) neither the Depositor Seller nor any of its Affiliates has withdrawn from any Depositor Multiemployer Plan with respect to which there is any outstanding liability and, to the Depositor’s Seller's knowledge, no event has occurred or circumstance exists that presents a risk of the occurrence of any withdrawal from, or the partition, termination, reorganization or insolvency of, any Depositor Multiemployer Plan that could result in any liability to the Depositor.Seller. (xiv)

Employee Benefit Plan Liability. As of the Amendment Closing Date and each Funding Date and Transfer Date, as applicable, (i) no “"accumulated funding deficiency” " (as such term is defined under ERISA and the Code), whether or not waived, exists with respect to any “"employee pension benefit plan” " (as such term is defined under ERISA) sponsored, maintained or contributed to by the Depositor Seller or any of its Affiliates with respect to any plan year beginning prior to January 1, 20112008, and, to the Depositor’s Seller's knowledge, no event has occurred or circumstance exists that may result in an accumulated funding deficiency as of the last day of any plan year beginning prior to January 1, 20112008; (ii) no unpaid “minimum required contribution” (as such term is defined under ERISA and the Code), whether or not such funding deficiency is waived, exists with respect to any employee pension benefit plan sponsored, maintained or contributed to by the Depositor Seller or any of its Affiliates with respect to any plan year beginning after December 31, 20102007, and, to the DepositorSeller’s knowledge, no event has occurred or circumstance exists that may result in an unpaid minimum required contribution as of the last day of the any plan year beginning after December 31, 2010 2007 of any such plan; (iii) the Depositor Seller and each of its Affiliates has made all contributions required under each multiemployer plan (as such term is defined under ERISA) to which the Depositor or any of its Affiliates contributes or in which the Depositor or any of its Affiliates participates (a “Depositor Multiemployer Plan”); and (iv) neither the Depositor Seller nor any of its Affiliates has withdrawn from any Depositor Multiemployer Plan with respect to which there is any outstanding liability and, to the Depositor’s Seller's knowledge, no event has occurred or circumstance exists that presents a risk of the occurrence of any withdrawal from, or the partition, termination, reorganization or insolvency of, any Depositor Multiemployer Plan that could result in any liability to the DepositorSeller.

Employee Benefit Plan Liability. As of the Amendment Closing Date and each Funding Date and Transfer Date, as applicable, (iA) no “accumulated funding deficiency” (as such term is defined under ERISA and the Code), whether or not waived, exists with respect to any “employee pension benefit plan” (as such term is defined under ERISA) sponsored, maintained or contributed to by the Depositor Seller or any of its Affiliates with respect to any plan year beginning prior to January 1, 20112008, and, to the DepositorSellers’s knowledge, no event has occurred or circumstance exists that LOAN SALE & SERVICING AGREEMENT may result in an accumulated funding deficiency as of the last day of any plan year beginning prior to January 1, 20112008; (iiB) no unpaid “minimum required contribution” (as such term is defined under ERISA and the Code), whether or not such funding deficiency is waived, exists with respect to any employee pension benefit plan sponsored, maintained or contributed to by the Depositor Seller or any of its Affiliates with respect to any plan year beginning after December 31, 20102007, and, to the DepositorSellers’s knowledge, no event has occurred or circumstance exists that may result in an unpaid minimum required contribution as of the last day of the plan year beginning after December 31, 2010 2007 of any such plan; (iiiC) the Depositor Seller and each of its Affiliates has made all contributions required under each multiemployer plan (as such term is defined under ERISA) to which the Depositor Seller or any of its Affiliates contributes or in which the Depositor Seller or any of its Affiliates participates (a “Depositor Seller Multiemployer Plan”); and (ivD) neither the Depositor Seller nor any of its Affiliates has withdrawn from any Depositor Seller Multiemployer Plan with respect to which there is any outstanding liability and, to the DepositorSeller’s knowledge, no event has occurred or circumstance exists that presents a risk of the occurrence of any withdrawal from, or the partition, termination, reorganization or insolvency of, any Depositor Seller Multiemployer Plan that could result in any liability to the DepositorSeller.

Employee Benefit Plan Liability. As of the Amendment Closing Date and each Funding Date and Transfer Date, as applicable, (i) no “accumulated funding deficiency” (as such term is defined under ERISA and the Code), whether or not waived, exists with respect to any “employee pension benefit plan” (as such term is defined under ERISA) sponsored, maintained or contributed to by the Depositor or any of its Affiliates with respect to any plan year beginning prior to January 1, 20112010, and, to the Depositor’s knowledge, no event has occurred or circumstance exists that may result in an accumulated funding deficiency as of the last day of any plan year beginning prior to January 1, 20112010; (ii) no unpaid “minimum required contribution” (as such term is defined under ERISA and the Code), whether or not such funding deficiency is waived, exists with respect to any employee pension benefit plan sponsored, maintained or contributed to by the Depositor or any of its Affiliates with respect to any plan year beginning after December 31, 20102009, and, to the Depositor’s knowledge, no event has occurred or circumstance exists that may result in an unpaid minimum required contribution as of the last day of the plan year beginning after December 31, 2010 2009 of any such plan; (iii) the Depositor and each of its Affiliates has made all contributions required under each multiemployer plan (as such term is defined under ERISA) to which the Depositor or any of its Affiliates contributes or in which the Depositor or any of its Affiliates participates (a “Depositor Multiemployer Plan”); and (iv) neither the Depositor nor any of its Affiliates has withdrawn from any Depositor Multiemployer Plan with respect to which there is any outstanding liability and, to the Depositor’s knowledge, no event has occurred or circumstance exists that presents a risk of the occurrence of any withdrawal from, or the partition, termination, reorganization or insolvency of, any Depositor Multiemployer Plan that could result in any liability to the Depositor.

Employee Benefit Plan Liability. As of the Amendment Closing Date and each Funding Date and Transfer Date, as applicable, (i) no “"accumulated funding deficiency” " (as such term is defined under ERISA and the Code), whether or not waived, exists with respect to any “"employee pension benefit plan” " (as such term is defined under ERISA) sponsored, maintained or contributed to by the Depositor Seller or any of its Affiliates with respect to any plan year beginning prior to January 1, 20112008, and, to the Depositor’s Seller's knowledge, no event has occurred or circumstance exists that may result in an accumulated funding deficiency as of the last day of any plan year beginning prior to January 1, 20112008; (ii) no unpaid “minimum required contribution” (as such term is defined under ERISA and the Code), whether or not such funding deficiency is waived, exists with respect to any employee pension benefit plan sponsored, maintained or contributed to by the Depositor Seller or any of its Affiliates with respect to any plan year beginning after December 31, 20102007, and, to the DepositorSeller’s knowledge, no event has occurred or circumstance exists that may result in an unpaid minimum KL2 2869714.8 required contribution as of the last day of the any plan year beginning after December 31, 2010 2007 of any such employee pension benefit plan; (iii) the Depositor Seller and each of its Affiliates has made all contributions required under each multiemployer plan (as such term is defined under ERISA) to which the Depositor or any of its Affiliates contributes or in which the Depositor or any of its Affiliates participates (a “Depositor Multiemployer Plan”); and (iv) neither the Depositor Seller nor any of its Affiliates has withdrawn from any Depositor Multiemployer Plan with respect to which there is any outstanding liability and, to the Depositor’s Seller's knowledge, no event has occurred or circumstance exists that presents a risk of the occurrence of any withdrawal from, or the partition, termination, reorganization or insolvency of, any Depositor Multiemployer Plan that could result in any liability to the DepositorSeller.

Employee Benefit Plan Liability. As of the Amendment Closing Date and each Funding Date and Transfer Substitution Date, as applicable, (i) no “"accumulated funding deficiency” " (as such term is defined under ERISA and the Code), whether or not waived, exists with KL2 2776978.7 respect to any “"employee pension benefit plan” " (as such term is defined under ERISA) sponsored, maintained or contributed to by the Depositor Seller or any of its Affiliates with respect to any plan year beginning prior to January 1, 20112008, and, to the Depositor’s Seller's knowledge, no event has occurred or circumstance exists that may result in an accumulated funding deficiency as of the last day of any plan year beginning prior to January 1, 20112008; (ii) no unpaid “minimum required contribution” (as such term is defined under ERISA and the Code), whether or not such funding deficiency is waived, exists with respect to any employee pension benefit plan sponsored, maintained or contributed to by the Depositor Seller or any of its Affiliates with respect to any plan year beginning after December 31, 20102007, and, to the DepositorSeller’s knowledge, no event has occurred or circumstance exists that may result in an unpaid minimum required contribution as of the last day of the any plan year beginning after December 31, 2010 2007 of any such plan; (iii) the Depositor Seller and each of its Affiliates has made all contributions required under each multiemployer plan (as such term is defined under ERISA) to which the Depositor or any of its Affiliates contributes or in which the Depositor or any of its Affiliates participates (a “Depositor Multiemployer Plan”); and (iv) neither the Depositor Seller nor any of its Affiliates has withdrawn from any Depositor Multiemployer Plan with respect to which there is any outstanding liability and, to the Depositor’s Seller's knowledge, no event has occurred or circumstance exists that presents a risk of the occurrence of any withdrawal from, or the partition, termination, reorganization or insolvency of, any Depositor Multiemployer Plan that could result in any liability to the DepositorSeller.