Common use of Employee Benefit Plans Clause in Contracts

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) Borrower, each of its Subsidiaries and each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, (b) each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status, (c) no liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by Borrower, any of its Subsidiaries or any of their ERISA Affiliates, (d) no ERISA Event has occurred or is reasonably expected to occur and (e) except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by Borrower, any of its Subsidiaries or any of their ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan), did not exceed the then-current aggregate value of the assets of such Pension Plan by more than $150,000,000. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of Borrower, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISA, is not more than $150,000,000. Except as could not reasonably be expected to have a Material Adverse Effect, Borrower, each of its Subsidiaries and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan.

Employee Benefit Plans. Except as could not reasonably be expected to have result, either individually or in the aggregate, in a Material Adverse Effect, (ai) Borrower, each of its Subsidiaries Employee Benefit Plan and Foreign Pension Plan (and each of their respective ERISA Affiliates are related trust, insurance contract or fund) has been documented, funded and administered in compliance with all applicable provisions and requirements of Laws, including, without limitation, ERISA and the Internal Revenue Code and Code; (ii) the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, (b) sponsor or adopting employer of each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received or timely applied for a favorable determination letter letter, or is entitled to rely on a favorable opinion letter, as applicable, from the Internal Revenue Service IRS indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, and nothing has occurred subsequent to the issuance of such determination letter or opinion letter which would cause such Employee Benefit Plan to lose its qualified status, ; (ciii) no liability to the PBGC (other than required premium payments), the Internal Revenue ServiceIRS, any Employee Benefit Plan or any trust Trust established under Title IV of ERISA has been or is expected to be incurred by Borrowerany ERISA Party (other than contributions made to an Employee Benefit Plan or such Trust or expenses paid on their behalf, any of its Subsidiaries or any of their ERISA Affiliates, in each case in the ordinary course); (div) no ERISA Event has occurred or is reasonably expected to occur and occur; (ev) except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by Borrower, any of its Subsidiaries or any of their ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan), ) did not exceed the then-aggregate current aggregate value of the assets of such Pension Plan by more than $150,000,000. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report Plan; (vi) no ERISA Party is available, the potential liability of Borrower, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISA, is not more than $150,000,000. Except as could not reasonably be expected to have a Material Adverse Effect, Borrower, each of its Subsidiaries and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan; (vii) no ERISA Party has incurred any obligation in connection with the termination of, or withdrawal from, any Foreign Pension Plan; and (viii) the present value of the accrued benefit liabilities (whether or not vested) under each Foreign Pension Plan, determined as of the end of Holdings’ and the Borrowers’ most recently ended Fiscal Year for which audited financial statements are available on the basis of the actuarial assumptions described in Holdings’ audited financial statements for such Fiscal Year, did not exceed the aggregate of (A) the current value of the assets of such Foreign Pension Plan allocable to such benefit liabilities and (B) the amount then reserved on Holdings’ consolidated balance sheet in respect of such liabilities (and such amount reserved on Holdings’ consolidated balance sheet does not constitute a material liability to Holdings and its Restricted Subsidiaries taken as a whole).

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) Borrower, Each Loan Party and each of its Subsidiaries and each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, Plan and have performed all their obligations under each Employee Benefit PlanPlan except, (b) in each case, where failure to do so, individually or in the aggregate, could not be reasonably expected to have a Material Adverse Effect. Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified andqualified, to the knowledge of Borrower, and nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status, (c) no . No liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by Borrower, any Loan Party or any of its Subsidiaries or any of their ERISA Affiliates, (d) no except, in each case, for a liability or liabilities that could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect. No ERISA Event has occurred or is reasonably expected to occur and (e) except occur. Except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Borrower, any Loan Party or any of its Subsidiaries or any of their respective ERISA Affiliates. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained maintained, or contributed to by Borrower, any Loan Party or any of its Subsidiaries or any of their ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan), did not exceed the then-aggregate current aggregate value of the assets of such Pension Plan by more than $150,000,000Plan. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of Borrower, any Loan Party and its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISA, ERISA is not more than $150,000,000zero. Except as could not reasonably be expected to have a Material Adverse Effect, Borrower, Each Loan Party and each of its Subsidiaries and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan.

Employee Benefit Plans. Except as could not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, : (a) BorrowerHoldings, each of its Subsidiaries and each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, . (b) each Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Holdings and the Borrower, nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status, . (c) no No liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA with respect to any Pension Plan has been or is reasonably expected to be incurred by BorrowerHoldings, any of its Subsidiaries or any of their ERISA Affiliates, . (d) no No ERISA Event has occurred or is reasonably expected to occur and occur. (e) except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by BorrowerHoldings, any of its Subsidiaries or any of their ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan), did not exceed the then-aggregate current aggregate value of the assets of such Pension Plan by more than $150,000,000. Plan. (f) As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of BorrowerHoldings, its Subsidiaries and their respective ERISA Affiliates do not have any potential liability for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISA. (g) Each Foreign Plan which is required under all applicable laws, is not more than $150,000,000. Except as could not reasonably rules, regulations and orders of any Governmental Authority to be expected to have a Material Adverse Effectfunded satisfies in all material respects any applicable funding standard under all applicable laws, Borrowerrules, each regulations and orders of its Subsidiaries and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Planany Governmental Authority.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) BorrowerEach Loan Party, each of its Subsidiaries and each of their respective ERISA Affiliates are in compliance in all material respects with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, (b) each . Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified andqualified, or is maintained pursuant to a volume submitter or prototype document that is subject to a favorable advisory or opinion letter from the knowledge of BorrowerInternal Revenue Service, and nothing has occurred subsequent to the issuance of such determination letter determination, advisory or opinion letter, as the case may be, which would cause such Employee Benefit Plan to lose its qualified status, (c) no . No liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan (other than in the ordinary course) or any trust established under Title IV of ERISA has been or is expected to be incurred by Borrowerany Loan Party, any of its Subsidiaries or any of their respective ERISA Affiliates, (d) no Affiliates with respect to any Employee Benefit Plan. No ERISA Event has occurred or is reasonably expected to occur and (e) except occur. Except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Borrowerany Loan Party, any of its Subsidiaries or any of their respective ERISA Affiliates. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by Borrowerany Loan Party, any of its Subsidiaries or any of their respective ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan), ) did not exceed the then-aggregate current aggregate fair market value of the assets of such Pension Plan by more than $150,000,000Plan. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is availablePlan, the potential liability of Borrowerany Loan Party, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 or Section 4205 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISA, is not more than $150,000,000zero. Except as could not reasonably be expected to have a Material Adverse Effect, BorrowerEach Loan Party, each of its Subsidiaries and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) BorrowerHoldings, each of its Subsidiaries and each of their respective ERISA Affiliates are in material compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, (b) each Plan in all material respects. Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, and nothing has occurred subsequent to the issuance of such determination letter which reasonably would be expected to cause such Employee Benefit Plan to lose its qualified status, (c) no . No liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or reasonably is expected to be incurred by BorrowerHoldings, any of its Subsidiaries or any of their ERISA Affiliates. Except as set forth in Schedule 4.19 (and except for changes in matters identified in Schedule 4.19 that are not, (d) individually or in the aggregate, material), no ERISA Event has occurred or is reasonably expected to occur occur. Except as set forth in Schedule 4.19, and (e) except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of BorrowerHoldings, any of its Subsidiaries or any of their respective ERISA Affiliates. The Except as set forth in Schedule 4.19 (and except for changes in matters identified in Schedule 4.19 that are not, individually or in the aggregate, material), the present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by BorrowerHoldings, any of its Subsidiaries or any of their ERISA Affiliates Affiliates, (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan), did not exceed the then-aggregate current aggregate value of the assets of such Pension Plan by more than $150,000,000Plan. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of BorrowerNeither Holdings, its Subsidiaries and nor their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA)maintains, when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant contributes to Section 4221(e) of ERISA, or is not more than $150,000,000. Except as could not reasonably be expected required to have a Material Adverse Effect, Borrower, each of its Subsidiaries and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect contribute to each Multiemployer Plan and are not in “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a any Multiemployer Plan.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) BorrowerCompany, each of its Subsidiaries and each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, (b) each . Each Employee Benefit Plan which that is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, and nothing has occurred subsequent to the issuance of such determination letter which that would cause such Employee Benefit Plan to lose its qualified status, (c) no . No liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by BorrowerCompany, any of its Subsidiaries or any of their ERISA Affiliates, (d) no . No ERISA Event has occurred or is reasonably expected to occur and (e) except occur. Except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of BorrowerCompany, any of its Subsidiaries or any of their respective ERISA Affiliates. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by BorrowerCompany, any of its Subsidiaries or any of their ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan), did not exceed the then-aggregate current aggregate value of the assets of such Pension Plan by more than $150,000,000Plan. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of BorrowerCompany, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISA, ERISA is not more than $150,000,000zero. Except as could not reasonably be expected to have a Material Adverse Effect, BorrowerCompany, each of its Subsidiaries and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) BorrowerHoldings, each of its Subsidiaries and each of their respective ERISA Affiliates are in compliance in all material respects with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed in all material respects all their obligations under each Employee Benefit Plan, (b) each . Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, or is maintained pursuant to a prototype or volume submitter plan for which it relies on the IRS opinion or advisory letter and to the knowledge of Borrower, Holdings and its Subsidiaries nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status, (c) no . No liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by BorrowerHoldings, any of its Subsidiaries or any of their respective ERISA Affiliates, (d) no Affiliates with respect to any Employee Benefit Plan. No ERISA Event has occurred or is reasonably expected to occur and (e) except that could reasonably be expected to have a Material Adverse Effect. Except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no liability exists under any Employee Benefit Plan that provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of BorrowerHoldings, any of its Subsidiaries or any of their respective ERISA AffiliatesAffiliates except for liabilities that could not reasonably be expected to have a Material Adverse Effect. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by BorrowerHoldings, any of its Subsidiaries or any of their respective ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan), ) did not exceed the then-aggregate current aggregate fair market value of the assets of such Pension Plan by more than $150,000,000except when such excess could not reasonably be expected to have a Material Adverse Effect. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is availablePlan, the potential liability of BorrowerHoldings, its Subsidiaries and their respective ERISA Affiliates for a complete or partial withdrawal from such Multiemployer Plan (within the meaning of Section 4203 or Section 4205 of ERISA), when aggregated with such potential liability for a complete or partial withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISA, is not more than $150,000,000. Except as Plans could not reasonably be expected to have result in a Material Adverse Effect. Except for instances of non-compliance or default which could not reasonably be expected to result in a Material Adverse Effect, BorrowerHoldings, each of its Subsidiaries and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan.

Employee Benefit Plans. Except as could with respect to any matters that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, (a) each of the Borrower, each of its the Subsidiaries and each of its and their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have has performed all their its obligations under each Employee Benefit Plan, (b) each Employee Benefit Plan which that is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter (or opinion letter issued to a prototype type sponsor) from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, and nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status, (c) no liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by Borrower, any of its Subsidiaries or any of their ERISA Affiliates, (d) no ERISA Event has occurred or is reasonably expected to occur and (e) except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by the Borrower, any of its Subsidiaries Subsidiary or any of its or their ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan), did not exceed the then-aggregate current aggregate value of the assets of such Pension Plan by more than $150,000,000. As and (d) as of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of the Borrower, the Subsidiaries and its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISAERISA is zero. No liability to the PBGC (other than required premium payments), is not more than $150,000,000the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect has been incurred by the Borrower, any Subsidiary or any of its or their ERISA Affiliates. Except as could not No ERISA Event has occurred that would reasonably be expected to have a Material Adverse Effect, Borrower, each of its Subsidiaries and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) Borrower, each of its Subsidiaries the Guarantors and each of their respective ERISA Affiliates are in material compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their material obligations under each Employee Benefit Plan, (b) each . Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to or is comprised of a master or prototype plan that has received a favorable opinion letter from the knowledge of Borrower, Internal Revenue Service and nothing has occurred subsequent to the issuance of such determination letter or opinion letter which would cause such Employee Benefit Plan to lose its qualified status, (c) no . No material liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by Borrower, any of its Subsidiaries the Guarantors or any of their ERISA Affiliates, (d) no . No ERISA Event has occurred or is reasonably expected to occur and (e) except occur. Except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Borrower, any of its Subsidiaries Borrower or any of their respective ERISA Affiliatesthe Guarantors. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by Borrower, any of its Subsidiaries the Guarantors or any of their ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan), did not exceed the then-aggregate current aggregate value of the assets of such Pension Plan by more than $150,000,000Plan. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of Borrower, its Subsidiaries the Guarantors and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISA, ERISA is not more than $150,000,000zero. Except as could not reasonably be expected to have a Material Adverse Effect, Borrower, each of its Subsidiaries the Guarantors and each of their ERISA Affiliates have materially complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) BorrowerCompany, each of its Subsidiaries and each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, (b) each . Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, and nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status, (c) no . No liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by BorrowerCompany, any of its Subsidiaries or any of their ERISA Affiliates, (d) no . No ERISA Event has occurred or is reasonably expected to occur and (e) except occur. Except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of BorrowerCompany, any of its Subsidiaries or any of their respective ERISA Affiliates. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by BorrowerCompany, any of its Subsidiaries or any of their ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan), did not exceed the then-aggregate current aggregate value of the assets of such Pension Plan by more than $150,000,000Plan. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of BorrowerCompany, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISA, ERISA is not more than $150,000,000zero. Except as could not reasonably be expected to have a Material Adverse Effect, BorrowerCompany, each of its Subsidiaries and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) Borrower, each of its Subsidiaries and each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, (b) each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status, (c) no liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by Borrower, any of its Subsidiaries or any of their ERISA Affiliates, (d) no ERISA Event has occurred or is reasonably expected to occur and (e) except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by Borrower, any of its Subsidiaries or any of their ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan), did not exceed the then-current aggregate value of the assets of such Pension Plan by more than $150,000,00070,000,000. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of Borrower, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISA, is not more than $150,000,00070,000,000. Except as could not reasonably be expected to have a Material Adverse Effect, Borrower, each of its Subsidiaries and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) Borrower, The Borrower and each of its Subsidiaries Subsidiary and each of their respective ERISA Affiliates are is in compliance in all material respects with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, (b) each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to the knowledge of any Executive Officer of the Borrower, nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status, (c) no liability Liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan (except in the ordinary course) or any trust established under Title IV of ERISA has been or is expected to be incurred by the Borrower, any of its Subsidiaries Subsidiary or any of their respective ERISA Affiliates, (d) no ERISA Event has occurred or is reasonably expected to occur and occur, (e) except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of the Borrower, any of its Subsidiaries Subsidiary or any of their respective ERISA Affiliates. The , (f) the present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by the Borrower, any of its Subsidiaries Subsidiary or any of their respective ERISA Affiliates Affiliates, (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan), did not exceed the then-aggregate current aggregate value of the assets of such Pension Plan by more than $150,000,000. As Plan, (g) as of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of the Borrower, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISAERISA is zero, is not more than $150,000,000. Except as could not reasonably be expected to have a Material Adverse Effect, (h) the Borrower, each of its Subsidiaries Subsidiary and each of their respective ERISA Affiliates have has complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan, (i) each Employee Benefit Plan has been operated in compliance with its terms and the applicable provisions and requirements of ERISA, the Internal Revenue Code and other Laws, and (j) there has been no Prohibited Transaction or violation of the fiduciary responsibility rules with respect to any Employee Benefit Plan or Pension Plan that has resulted or could reasonably be expected to result in a Material Adverse Effect; in each case (a) through (i), except as would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) BorrowerHoldings, each of its Subsidiaries and each of their respective ERISA Affiliates are in material compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, (b) each Plan in all material respects. Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service covering such plan’s most recently completed five-year remedial amendment cycle in accordance with Revenue Procedure 2007-44, I.R.B. 2007-28, indicating that such Employee Benefit Plan is so qualified and the trust related thereto has been determined by the Internal Revenue Service to be exempt from federal income tax under Section 501(a) of the Internal Revenue Code or an application for such determination is currently pending before the Internal Revenue Service, and, to the knowledge of BorrowerHoldings, nothing has occurred subsequent to the issuance of such determination letter which reasonably would be expected to cause such Employee Benefit Plan to lose its qualified status, (c) no . No liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or reasonably is expected to be incurred by BorrowerHoldings, any of its Subsidiaries or any of their ERISA Affiliates. Except as set forth in Schedule 4.19 (and except for changes in matters identified in Schedule 4.19 that are not, (d) individually or in the aggregate, material), no ERISA Event has occurred or is reasonably expected to occur occur. Except as set forth in Schedule 4.19, and (e) except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of BorrowerHoldings, any of its Subsidiaries or any of their respective ERISA Affiliates. The Except as set forth in Schedule 4.19 (and except for changes in matters identified in Schedule 4.19 that are not, individually or in the aggregate, material), the present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by BorrowerHoldings, any of its Subsidiaries or any of their ERISA Affiliates Affiliates, (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan), did not exceed the then-aggregate current aggregate value of the assets of such Pension Plan by more than $150,000,000Plan. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of BorrowerNeither Holdings, its Subsidiaries and nor their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA)maintains, when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant contributes to Section 4221(e) of ERISA, or is not more than $150,000,000. Except as could not reasonably be expected required to have a Material Adverse Effect, Borrower, each of its Subsidiaries and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect contribute to each any Multiemployer Plan and are has not incurred any liability in “default” (as defined respect of any Multiemployer Plan that has not been satisfied in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Planfull.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) The Borrower, each of its Subsidiaries and each of their respective ERISA Affiliates are in compliance in all material respects with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, (b) each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to the knowledge of any Executive Officer of the Borrower, nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status, (c) no liability Liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan (except in the ordinary course) or any trust established under Title IV of ERISA has been or is expected to be incurred by Borrower, the Borrower or any of its Subsidiaries Subsidiary or any of their respective ERISA Affiliates, (d) no ERISA Event has occurred or is reasonably expected to occur and (e) except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Borrower, any of its Subsidiaries the Borrower or any Subsidiary or any of their respective ERISA Affiliates. The , (e) the present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by Borrower, the Borrower or any of its Subsidiaries Subsidiary or any of their respective ERISA Affiliates Affiliates, (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan), did not exceed the then-aggregate current aggregate value of the assets of such Pension Plan by more than $150,000,000and (f) no ERISA Event has occurred or is reasonably expected to occur; in each case, except as would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect. As To the extent applicable, each Foreign Plan has been maintained in material compliance with its terms and with the requirements of any and all applicable requirements of Law and has been maintained, where required, in good standing with applicable regulatory authorities except where the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of Borrower, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant failure to Section 4221(e) of ERISA, is not more than $150,000,000. Except as comply or be maintained in good standing could not reasonably be expected to have a Material Adverse Effect, Borrower, each of its Subsidiaries and each of their ERISA Affiliates have complied . No Credit Party has incurred any obligation in connection with the requirements termination of Section 515 of ERISA with respect or withdrawal from any Foreign Plan that could reasonably be expected to each Multiemployer Plan and are not in “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to have a Multiemployer PlanMaterial Adverse Effect.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) BorrowerA. Company, each of its Subsidiaries and, with respect to Pension Plans and Multiemployer Plans, each of their respective ERISA Affiliates are in material compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and ERISA, the regulations and published interpretations thereunder and other applicable law with respect to each Employee Benefit Plan, and have performed all of their material obligations under each Employee Benefit Plan. Company and each of its Subsidiaries are in material compliance with all applicable laws and orders of foreign Government Authorities with respect to each of its pension plans and employee benefit plans for foreign employees, (b) and have performed all of their material obligations under each such pension plan and employee benefit plan. Each Employee Benefit Plan which that is intended to qualify under Section 401(a) of the Internal Revenue Code has received received, or has timely taken all action necessary to receive, a favorable determination letter from the Internal Revenue Service indicating that to such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, nothing effect and no event has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status, (c) no liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV enactment of ERISA legislation for which the remedial amendment period has been or is not expired) that would reasonably be expected to be incurred by Borrower, any of its Subsidiaries or any of their ERISA Affiliates, (d) no affect adversely such Plan's qualification. B. No ERISA Event has occurred or is reasonably expected to occur and (e) except occur. C. Except to the extent required under Section 4980B of the Internal Revenue Code or similar state lawsexcept as set forth in Schedule 4.11 annexed hereto or in the financial statements delivered to Lenders pursuant to subsection 3.1 or 5.1 hereof, as applicable, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Borrower, Company or any of its Subsidiaries Subsidiaries. D. As of January 1 of each year (based on, with respect to each Pension Plan, the actuarial valuation as of such January 1, or any if no such valuation was performed as of their respective ERISA Affiliates. The present value such January 1 but was performed within the preceding 12 months, the date as of which the aggregate valuation was so performed), the amount of unfunded benefit liabilities under each Pension Plan sponsored(as defined in Section 4001(a)(18) of ERISA, maintained or contributed to by Borrower, any of its Subsidiaries or any of their ERISA Affiliates (but determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified used for funding purposes with respect to a Pension Plan (as set forth in Section 412 of the Internal Revenue Code, including where applicable, the interest rate assumptions set forth in Section 412(l) of the Internal Revenue Code)), in the most recent aggregate for all Pension Plans (excluding for purposes of such computation any Pension Plans with respect to which assets exceed benefit liabilities), does not exceed (i) $20,000,000, in the event the applicable law (including statutorily prescribed actuarial valuation for assumptions) used in determining such unfunded benefit liabilities (the "ASSUMPTIONS") is generally as favorable as the Assumptions used in the 2003 plan year valuations with respect to such Pension Plan)Plans, did not exceed or (ii) $26,000,000 in the then-current aggregate value of event the assets of Assumptions are generally less favorable than the Assumptions used in the 2003 plan year valuations with respect to such Pension Plan by more than $150,000,000. As Plans. E. To each Borrower's knowledge, as of the most recent valuation date for each Multiemployer Plan for which the actuarial report (or an estimate provided pursuant to Section 4221(e) of ERISA) is availablereasonably available to Company, the potential withdrawal liability of BorrowerCompany, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such the potential liability for a complete withdrawal from all other Multiemployer Plans, based on information available Plans for which such actuarial report (or an estimate provided pursuant to Section 4221(e) of ERISA) is reasonably available to Company, is not more than $150,000,000. Except as could based on the information contained in such reports, would not reasonably be expected to have a Material Adverse Effect, Borrower, each of its Subsidiaries and each of their ERISA Affiliates have complied with the requirements of Section 515 exceed $7,500,000. F. Neither Company nor any Subsidiary has incurred or is reasonably expected to incur any material liability pursuant to Title IV of ERISA with respect to each Multiemployer Plan and are not in “default” (as defined in Section 4219(c)(5) any employee benefit plan of ERISA) an entity that was formerly an ERISA Affiliate of Company or any of its Subsidiaries or with respect to payments to a Multiemployer Planany employee benefit plan that was previously maintained by Company or any of its Subsidiaries.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse EffectHoldings, (a) Borrower, each of its Subsidiaries the Borrower and each of their respective ERISA Affiliates are other Restricted Subsidiary is in compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have has performed all their its obligations under each Employee Benefit Plan, (b) each Employee Benefit Plan which is intended except where such failure to qualify under Section 401(a) of comply or perform, individually or in the Internal Revenue Code has received aggregate, could not reasonably be expected to have a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status, (c) no Material Adverse Effect. No liability to the PBGC (other than required premium payments), the Internal Revenue Service, ) with respect to any Employee Benefit Pension Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by Holdings, the Borrower, any of its Subsidiaries other Restricted Subsidiary or any of their respective ERISA Affiliates, (d) no except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No ERISA Event has occurred or is reasonably expected to occur and (e) except that, alone or together with any other ERISA Events that have occurred or are reasonably expected to the extent required under Section 4980B of the Internal Revenue Code or similar state lawsoccur, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Borrower, any of its Subsidiaries or any of their respective ERISA Affiliatescould reasonably be expected to have a Material Adverse Effect. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by Borrower, any of its Subsidiaries or any of their ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan), did not exceed the then-aggregate current aggregate value of the assets of such Pension Plan by more than $150,000,000an amount that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of Holdings, the Borrower, its the other Restricted Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISA, is not more than $150,000,000. Except as could not reasonably be expected to have a Material Adverse Effect. Holdings, the Borrower, each of its Subsidiaries other Restricted Subsidiary and each of their respective ERISA Affiliates have has complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are is not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan, except where such failure to comply or such default, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Employee Benefit Plans. Except In each case, except as could would not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect, (ai) Borrower, each of its the Credit Parties and the OZ Subsidiaries and each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, (bii) each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, and nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status, or such Employee Benefit Plan is entitled to reliance on the opinion letter issued to the prototype sponsor by the Internal Revenue Service, (ciii) no liability to the PBGC (other than required premium paymentspayments due but not delinquent), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by Borrower, the Credit Parties or any of its the OZ Subsidiaries or any of their ERISA Affiliates, (div) no ERISA Event has occurred or is reasonably expected to occur and occur, (ev) except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Borrower, the Credit Parties or any of its the OZ Subsidiaries or any of their respective ERISA Affiliates. The , (vi) the present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by Borrower, any of its Subsidiaries Credit Party or OZ Subsidiary or any of their ERISA Affiliates Affiliates, (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan), did not exceed the then-aggregate current aggregate value of the assets of such Pension Plan by more than $150,000,000. As Plan, and (vii) each of the most recent valuation date for each Multiemployer Plan for which Credit Parties and the actuarial report is available, the potential liability of Borrower, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISA, is not more than $150,000,000. Except as could not reasonably be expected to have a Material Adverse Effect, Borrower, each of its OZ Subsidiaries and each of their respective ERISA Affiliates have has complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are is not in “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) BorrowerA. Holdings, each of its Subsidiaries and each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, (b) except in each case for failures which could not reasonably be expected to result in a Material Adverse Effect. Each Employee Benefit Plan which that is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan the plan is so qualified andqualified, and to Holdings’ and Company’s knowledge the knowledge of Borrowerplan has not been operated in any way that would result in the plan no longer being so qualified, nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status, (c) no liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is except in each case where failures could not reasonably be expected to be incurred by Borrower, any of its Subsidiaries or any of their ERISA Affiliates, (d) no result in a Material Adverse Effect. B. No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect. C. The accumulated postretirement benefit obligation of health and (e) except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (through the purchase for retired and former employees of insurance or otherwise) for any retired or former employee of BorrowerHoldings, any of its Subsidiaries or any of their respective ERISA Affiliates. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by Borrower, any of its Subsidiaries or and any of their ERISA Affiliates (determined Affiliates, as defined by Statement of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes Financial Accounting Standards 106, could not reasonably be expected to result in the most recent actuarial valuation for such Pension Plan), did not exceed the then-current aggregate value of the assets of such Pension Plan by more than $150,000,000. a Material Adverse Effect. D. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is availableany Pension Plan, the potential liability amount of Borrowerunfunded benefit liabilities (as defined in Section 4001(a)(18) of ERISA), individually or in the aggregate for all Pension Plans (excluding for purposes of such computation any Pension Plans with respect to which assets exceed benefit liabilities), could not reasonably be expected to result in a Material Adverse Effect. E. As of the Closing Date neither Holdings, its Subsidiaries and nor any of their respective ERISA Affiliates contribute to, or within the past six years has been obligated to contribute to, any Multiemployer Plan. Neither Holdings, its Subsidiaries nor any of their ERISA Affiliates has any potential liability for a complete withdrawal from such a Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for ERISA that could reasonably be expected to result in a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISA, is not more than $150,000,000. Material Adverse Effect. F. Except as could not reasonably be expected to have result in a Material Adverse Effect, Borroweras of the date hereof, each of Holdings and its Subsidiaries and each have made full payment when due of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect all required contributions to each Multiemployer Plan and are not in “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer any Foreign Plan.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) BorrowerA. Company, each of its Subsidiaries and, with respect to Pension Plans and Multiemployer Plans, each of their respective ERISA Affiliates are in material compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and ERISA, the regulations and published interpretations thereunder and other applicable law with respect to each Employee Benefit Plan, and have performed all of their material obligations under each Employee Benefit Plan. Company and each of its Subsidiaries are in material compliance with all applicable laws and orders of foreign Government Authorities with respect to each of its pension plans and employee benefit plans for foreign employees, (b) and have performed all of their material obligations under each such pension plan and employee benefit plan. Each Employee Benefit Plan which that is intended to qualify under Section 401(a) of the Internal Revenue Code has received received, or has timely taken all action necessary to receive, a favorable determination letter from the Internal Revenue Service indicating that to such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, nothing effect and no event has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status, (c) no liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV enactment of ERISA legislation for which the remedial amendment period has been or is not expired) that would reasonably be expected to be incurred by Borrower, any of its Subsidiaries or any of their ERISA Affiliates, (d) no affect adversely such Plan's qualification. B. No ERISA Event has occurred or is reasonably expected to occur and (e) except occur. C. Except to the extent required under Section 4980B of the Internal Revenue Code or similar state lawsexcept as set forth in Schedule 5.11 annexed hereto or in the financial statements delivered to Lenders pursuant to subsection 4.1 or 6.1 hereof, as applicable, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Borrower, Company or any of its Subsidiaries (including CPIH Subsidiaries, to the extent such CPIH Subsidiaries are ERISA Affiliates of Company or any of their respective ERISA Affiliates. The present value its Subsidiaries). D. As of January 1 of each year (based on, with respect to the aggregate benefit liabilities under each Covanta Energy Pension Plan sponsoredPlan, maintained or contributed the actuarial valuation as of such January 1 and, with respect to by Borrowerthe SEIU Pension Plan, any of its Subsidiaries or any of their ERISA Affiliates (determined the actuarial valuation as of the end immediately preceding June 1), the amount of the most recent plan year unfunded benefit liabilities (as defined in Section 4001(a)(18) of ERISA, but determined on the basis of the actuarial assumptions specified used for funding purposes with respect to a Pension Plan (as set forth in Section 412 of the Internal Revenue Code, including, where applicable, the interest rate assumptions set forth in Section 412(l) of the Internal Revenue Code)), in the most recent aggregate for all Pension Plans (excluding for purposes of such computation any Pension Plans with respect to which assets exceed benefit liabilities), does not exceed (i) $20,000,000, in the event the applicable law (including statutorily prescribed actuarial valuation for assumptions) used in determining such unfunded benefit liabilities (the "ASSUMPTIONS") is generally as favorable as the Assumptions used in the 2003 plan year valuations with respect to such Pension Plan)Plans, did not exceed or (ii) $26,000,000, in the then-current aggregate value of event the assets of Assumptions are generally less favorable than the Assumptions used in the 2003 plan year valuations with respect to such Pension Plan by more than $150,000,000. As Plans. E. To each Borrower's knowledge, as of the most recent valuation date for each Multiemployer Plan for which the actuarial report (or an estimate provided pursuant to Section 4221(e) of ERISA) is availablereasonably available to Company, the potential withdrawal liability of BorrowerCompany, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such the potential liability for a complete withdrawal from all other Multiemployer Plans, based on information available Plans for which such actuarial report (or an estimate provided pursuant to Section 4221(e) of ERISA) is reasonably available to Company, is not more than $150,000,000. Except as could based on the information contained in such reports, would not reasonably be expected to have a Material Adverse Effect, Borrower, each of its Subsidiaries and each of their ERISA Affiliates have complied with the requirements of Section 515 exceed $7,500,000. F. Neither Company nor any Subsidiary has incurred or is reasonably expected to incur any material liability pursuant to Title IV of ERISA with respect to each Multiemployer Plan and are not in “default” (as defined in Section 4219(c)(5) any employee benefit plan of ERISA) an entity that was formerly an ERISA Affiliate of Company or any of its Subsidiaries or with respect to payments any employee benefit plan that was previously maintained by Company or any of its Subsidiaries (including CPIH Subsidiaries, to a Multiemployer Planthe extent such CPIH Subsidiaries are ERISA Affiliates of Company or any of its Subsidiaries).

Employee Benefit Plans. Except as could not reasonably be expected to have result in a Material Adverse Effect, (a) BorrowerHoldings, each of its Subsidiaries and each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan. Other than with respect to any retirement plans newly adopted or spun-off as contemplated under the Acquisition Agreement, and have performed all their obligations under each Employee Benefit Plan, (b) each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to or has a determination letter request pending with the knowledge of Borrower, Internal Revenue Service and nothing has occurred subsequent to the issuance of such determination letter which would reasonably be expected to cause such Employee Benefit Plan to lose its qualified status, . No liability (ci) no liability to the PBGC (other than required premium payments), ) or the Internal Revenue Service, in either case, with respect to any Employee Benefit Plan, or (ii) to any Employee Benefit Plan or any trust established under Title IV of ERISA ERISA, in any case, has been or is expected to be incurred by BorrowerHoldings, any of its Subsidiaries or any of their ERISA Affiliates, (d) no except as could not reasonably be expected to result in a Material Adverse Effect. No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect. The aggregate liability of Holdings and (e) except its Subsidiaries with respect to “expected post-retirement benefit obligations” within the extent required under Section 4980B meaning of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Borrower, any of its Subsidiaries or any of their respective ERISA AffiliatesFinancial Accounting Standards Board Statement 106 does not exceed $5,000,000. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by BorrowerHoldings, any of its Subsidiaries or any of their ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan), did not exceed the then-aggregate current aggregate value of the assets of such Pension Plan by more than $150,000,000an amount that, if required to be paid, would reasonably be expected to result in a Material Adverse Effect. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of BorrowerHoldings, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISA, is not more than $150,000,000. Except as could not reasonably be expected to have result in a Material Adverse Effect, Borrower. Holdings, each of its Subsidiaries and each of their ERISA Affiliates have complied in all material respects with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan.

Employee Benefit Plans. (a) Except as could would not reasonably be expected to have a Material Adverse Effect, (a) BorrowerHoldings, each of its Subsidiaries and and, with respect to a Pension Plan, each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code (or similar Law applicable outside of the United States) and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, (b) each . Each Employee Benefit Plan (i) which is intended to qualify under Section 401(a) of the Internal Revenue Code (or be registered or qualify under similar Law applicable outside of the United States) has either received a favorable determination letter from the Internal Revenue Service (or similar documentation from a Governmental Authority or Governmental Entity outside of the United States) indicating that such Employee Benefit Plan is so qualified or registered or may rely on a favorable opinion letter issued by the Internal Revenue Service (or similar documentation issued by a Governmental Authority or Governmental Entity outside the United States), and, to the knowledge of BorrowerHoldings and Tronox US, nothing has occurred subsequent to the issuance of such determination or opinion letter (or such similar documentation issue by a Governmental Authority or Governmental Entity outside of the United States) which would cause such Employee Benefit Plan to lose its qualified or registered status, (c) no . No material liability to the PBGC (other than required premium payments), payments and required minimum funding contributions) or the Internal Revenue ServiceService (or similar Governmental Authority or Governmental Entity outside of the United States), any Employee Benefit Plan or any trust established under Title IV of ERISA (or similar Law applicable outside of the United States) has been or is expected to be incurred by BorrowerHoldings, any of its Subsidiaries or any of their ERISA Affiliates, (d) no ERISA Event has occurred . No fact or is circumstance exists that reasonably could be expected to occur and (eresult in the imposition of a Lien or security interest pursuant to Section 430(k) except to of the extent required under Section 4980B Internal Revenue Code, a violation of 436 of the Internal Revenue Code or similar state lawsERISA and, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by Borrower, any of its Subsidiaries or any of their ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan), did not exceed the then-current aggregate value of the assets of such Pension Plan by more than $150,000,000. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of Borrower, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISA, is not more than $150,000,000. Except except as could not reasonably be expected to have a Material Adverse Effect, Borrowerno ERISA Event has occurred or is reasonably expected to occur. (b) With respect to each Foreign Pension Plan and except as could not reasonably be expected to have a Material Adverse Effect, each (i) none of Holdings, its Subsidiaries or any of their respective directors, officers, employees or agents has engaged in a transaction which would subject Holdings or any of its Subsidiaries, directly or indirectly, to any tax or civil liability, Lien or penalty, (ii) all pension contributions (including, without limitation, employer and employee contributions) required by applicable Law, by the terms of such Foreign Pension Plan or by any other instrument to have been made by Holdings or its Subsidiaries have been timely made by Holdings or its Subsidiaries on or before the due date thereof, and each (iii) (A) reserves have been established in the financial statements of their ERISA Affiliates Holdings and its Subsidiaries furnished to Lenders in respect of any and all unfunded liabilities (and other financial obligations which have complied not yet been fulfilled) of Holdings and its Subsidiaries in accordance with applicable Law or, where required, in accordance with ordinary accounting practices in the requirements of Section 515 of ERISA jurisdiction in which such Foreign Pension Plan is maintained and (B) Holdings and its Subsidiaries have no liabilities or financial obligations other than those for which such reserves have been established. Except with respect to any pension schemes applied by the Dutch Subsidiaries, the present value of the aggregate accumulated benefit liabilities of each Multiemployer Foreign Pension Plans (based on those assumptions used to fund such Foreign Pension Plan) did not, as of the last valuation date applicable thereto, exceed the fair market value of the assets of such Foreign Pension Plan and are not in “default” (as defined an amount that could reasonably be expected to result in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer PlanMaterial Adverse Effect.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) Borrower, each Each Benefit Plan is set forth in Section 4.19(a) of the Company Disclosure Letter. There is no Benefit Plan that is subject to Title IV of ERISA. Neither the Company nor any of its Subsidiaries and each has any obligation, contingent or otherwise, to contribute to any Multiemployer Plan. Neither the Company nor any of their respective its Subsidiaries or ERISA Affiliates are in compliance with all applicable provisions and requirements has maintained, sponsored or terminated any plan subject to Title IV of ERISA or incurred any outstanding liability under Section 4062 of ERISA within the past six (6) years. (b) The Company has made available to the Buyer copies of the Benefit Plans (and, if applicable, related trust agreements) and all amendments thereto together, if applicable with the Internal Revenue Code and most recent annual report (Form 5500), the regulations and published interpretations thereunder most recent actuarial valuation report prepared in connection with any Benefit Plan, the most recent determination letter received from any taxation authority with respect to each Employee any Benefit Plan, the most recent summary plan descriptions, summaries of material modifications, and have performed written descriptions of all their obligations under each Employee non-written Benefit Plan, Plans. (bc) each Employee Each Benefit Plan which that is intended to qualify be qualified under Section 401(a) of the Internal Revenue Code has received a favorable determination letter that has not been revoked from the Internal Revenue Service indicating to the effect that each such Employee Benefit Plan satisfies the requirements of Section 401(a) of the Code and each related trust is so qualified exempt from taxation under Section 501(a) of the Code and, to the knowledge Knowledge of Borrowerthe Company, nothing has occurred subsequent that could reasonably be expected to adversely affect the issuance qualified status of such determination letter which would cause such Employee Benefit Plan to lose its qualified status, (c) no liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA trust. Each Benefit Plan has been or is expected maintained in substantial compliance with its terms and with the requirements prescribed by any applicable Laws and Orders, including ERISA and the Code. (d) Except as disclosed in Section 4.19(d) of the Company Disclosure Letter, to be incurred by Borrowerthe Knowledge of the Company, neither the Company nor any of its Subsidiaries has any material current or any projected liability in respect of their ERISA Affiliatespost-employment or post-retirement health or medical or life insurance benefits for retired, (d) no ERISA Event has occurred former or is reasonably expected to occur and (e) except to the extent required under Section 4980B current employees of the Internal Revenue Code Company or similar state laws, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates. The present value except as required under applicable Laws. (e) To the Knowledge of the aggregate benefit liabilities under each Pension Company, all contributions (including all employer contributions and employee salary reduction contributions) required to be made to any Benefit Plan sponsoredor related trust by applicable Law or by any plan document or other contractual undertaking, maintained and all premiums due or contributed to by Borrower, any of its Subsidiaries or any of their ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan), did not exceed the then-current aggregate value of the assets of such Pension Plan by more than $150,000,000. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of Borrower, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISA, is not more than $150,000,000. Except as could not reasonably be expected to have a Material Adverse Effect, Borrower, each of its Subsidiaries and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA payable with respect to each Multiemployer Plan and are insurance policies funding any Benefit Plan, for any period through the date hereof have been timely made or paid in full or, to the extent not in “default” required to be made on or before the date hereof, have been fully reflected on the financial statements. (f) Except as defined set forth in Section 4219(c)(54.19(f) of ERISAthe Company Disclosure Letter, the consummation of the transactions contemplated by this Agreement will not, either alone or in combination with another event, (i) entitle any current or former employee, consultant or officer of the Company or its Subsidiaries to severance pay or retention bonuses; (ii) accelerate the time of payment, vesting or funding of benefits, or increase the amount of compensation due any such current employee, consultant or officer, except as expressly provided in this Agreement; or (iii) result in any forgiveness of indebtedness or obligation to fund benefits with respect to payments to a Multiemployer Planany such employee, director or officer.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) BorrowerHoldings, each of its Subsidiaries and each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, (b) each . Each Employee Benefit Plan which that is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, and nothing has occurred subsequent to the issuance of such determination letter which that would cause such Employee Benefit Plan to lose its qualified status, (c) no . No liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by BorrowerHoldings, any of its Subsidiaries or any of their ERISA Affiliates, (d) no . No ERISA Event has occurred or is reasonably expected to occur and (e) except occur. Except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of BorrowerHoldings, any of its Subsidiaries or any of their respective ERISA Affiliates. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by BorrowerHoldings, any of its Subsidiaries or any of their ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan), did not exceed the then-aggregate current aggregate value of the assets of such Pension Plan by more than $150,000,000Plan. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of BorrowerHoldings, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISA, ERISA is not more than $150,000,000zero. Except as could not reasonably be expected to have a Material Adverse Effect, BorrowerHoldings, each of its Subsidiaries and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan. (b) Neither Holdings nor any of its Subsidiaries is or has at any time been an employer (for the purposes of sections 38 to 51 of the Pensions Act 2004) of an occupational pension scheme which is not a money purchase scheme (both terms as defined in the Pensions Schemes Act 1993); and neither Holdings nor any of its Subsidiaries is or has at any time been “connected” with or an “associate” of (as those terms are used in sections 38 and 43 of the Pensions Act 2004) such an employer.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) BorrowerHoldings, each of its Subsidiaries and each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, (b) each . Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, and nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status, (c) no . No liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by BorrowerHoldings, any of its Subsidiaries or any of their ERISA Affiliates, (d) no . No ERISA Event has occurred or is reasonably expected to occur and (e) except occur. Except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of BorrowerHoldings, any of its Subsidiaries or any of their respective ERISA Affiliates. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by BorrowerHoldings, any of its Subsidiaries or any of their ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan), did not exceed the then-aggregate current aggregate value of the assets of such Pension Plan by more than $150,000,000Plan. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of BorrowerHoldings, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISA, ERISA is not more than $150,000,000zero. Except as could not reasonably be expected to have a Material Adverse Effect, BorrowerHoldings, each of its Subsidiaries and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) BorrowerA. Company, each of its Subsidiaries and each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan that is not a Multiemployer Plan, and have performed all their obligations under each Employee Benefit Plan, (b) each . Each Employee Benefit Plan which that is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from been determined by the Internal Revenue Service indicating that to be so qualified in form, as evidenced by a current determination letter, and Company and each of its Subsidiaries and ERISA Affiliates are not aware of any facts pertaining to the operation of any such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, nothing has occurred subsequent to the issuance of such determination letter which that would cause such Employee Benefit Plan to lose its qualified status, (c) no liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is be expected to be incurred by Borrower, result in disqualification of any of its Subsidiaries or any of their ERISA Affiliates, (d) no such plan. B. No ERISA Event has occurred or is reasonably expected to occur and except for such ERISA Events that (ei) except could not reasonably be expected to result in a Material Adverse Effect or (ii) constitute a Disclosed Matter. C. Except to the extent required under Section 4980B of the Internal Revenue Code or similar state lawsexcept as set forth in Schedule 5.11 annexed hereto, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Borrower, Company or any of its Subsidiaries or any of their respective ERISA Affiliates. The present value of Domestic Subsidiaries, other than Employee Benefit Plans that have been taken into account in developing the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed FAS 106 cost figure disclosed to by Borrower, any of its Subsidiaries or any of their ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan), did not exceed the then-current aggregate value of the assets of such Pension Plan by more than $150,000,000. Lenders. D. As of the most recent annual valuation date for any Pension Plan, the amount of unfunded benefit liabilities (as defined in Section 4001(a)(18) of ERISA), individually or in the aggregate for all Pension Plans (excluding for purposes of such computation any Pension Plans with respect to which assets exceed benefit liabilities), would not, were the Company to be required to immediately fund such unfunded benefit liabilities on a plan termination basis, have a Material Adverse Effect. E. As of the most recent annual valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of BorrowerCompany, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISA, is not more than $150,000,000. Except as could not reasonably would not, were the Company to be expected required to immediately fund such liabilities, have a Material Adverse Effect, Borrower, each of its Subsidiaries and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan.

Employee Benefit Plans. Except (a) Section 4.14(a) of the Newhall Disclosure Schedule contains a true and complete list of each material Benefit Plan of the Newhall Entities. (b) With respect to each Benefit Plan of the Newhall Entities, the Newhall Companies have heretofore made available to the other parties hereto true and complete copies of each of the following documents: (i) a copy of the Benefit Plan and any amendments thereto (or if the Plan is not a written Benefit Plan, a description thereof); (ii) a copy of the Benefit Plan’s most recent annual report and actuarial report, if required under ERISA, and the most recent report prepared with respect thereto in accordance with Statement of Financial Accounting Standards No. 87; (iii) a copy of the most recent Summary Plan Description required under ERISA with respect thereto; (iv) if the Benefit Plan is funded through a trust or any third party funding vehicle, a copy of the trust or other funding agreement and the latest financial statements thereof; and (v) the most recent determination letter received from the Internal Revenue Service with respect to each Benefit Plan intended to qualify under Section 401 of the Code. (c) No liability under Title IV or Section 302 of ERISA has been incurred by the Newhall Entities or any ERISA Affiliate that has not been satisfied in full, and no condition exists that presents a material risk to the Newhall Entities or any ERISA Affiliate of incurring any such liability, except as could would not reasonably be expected to have a Newhall Material Adverse Effect. (d) Each Benefit Plan of the Newhall Entities has been operated and administered in accordance with its terms and applicable law, (a) Borrower, each of its Subsidiaries and each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of including but not limited to ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit PlanCode, and have performed all their obligations under each Employee Benefit Plan, (b) each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, nothing has occurred subsequent to the issuance of such determination letter which except as would cause such Employee Benefit Plan to lose its qualified status, (c) no liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by Borrower, any of its Subsidiaries or any of their ERISA Affiliates, (d) no ERISA Event has occurred or is reasonably expected to occur and (e) except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by Borrower, any of its Subsidiaries or any of their ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan), did not exceed the then-current aggregate value of the assets of such Pension Plan by more than $150,000,000. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of Borrower, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISA, is not more than $150,000,000. Except as could not reasonably be expected to have a Newhall Material Adverse Effect. (e) No Benefit Plan of the Newhall Entities provides medical, Borrowersurgical, each hospitalization, death or similar benefits (whether or not insured) for current or former employees of its Subsidiaries and each the Newhall Entities for periods extending beyond their retirement or other termination of their ERISA Affiliates service, other than coverage mandated by applicable law, except as would not reasonably be expected to have complied with a Newhall Material Adverse Effect. (f) There are no pending or, to the requirements knowledge of Section 515 the Newhall Companies, threatened claims by or on behalf of ERISA with respect any Benefit Plan of the Newhall Entities, by any employee or beneficiary covered under any such Benefit Plan, or otherwise involving any such Benefit Plan (other than routine claims for benefits), except as would not reasonably be expected to each Multiemployer Plan and are not in “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to have a Multiemployer PlanNewhall Material Adverse Effect.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) Borrower, each A. Each of its Subsidiaries the Loan Parties and each of their respective ERISA Affiliates are in compliance in all material respects with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, (b) each . Each Employee Benefit Plan which that is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan it is so qualified andand since the date of each most recent letter, there has been no event, condition or circumstance that has adversely affected or is likely to the knowledge of Borrower, nothing has occurred subsequent to the issuance of adversely affect such determination letter which would cause such Employee Benefit Plan to lose its qualified status, (c) no liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by Borrower, any of its Subsidiaries or any of their ERISA Affiliates, (d) no . B. No ERISA Event has occurred or is reasonably expected to occur and (e) except occur. C. Except to the extent required under Section 4980B of the Internal Revenue Code or similar state lawsother applicable law or except as set forth in Schedule 5.11 annexed hereto, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Borrower, any of its Subsidiaries Loan Party or any of their respective ERISA Affiliates. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by Borrower, any of its Subsidiaries or any of their ERISA Affiliates (determined as of the end . D. As of the most recent plan year on valuation date for any Pension Plan, and excluding for purposes of such computation all Pension Plans which have no unfunded benefit liabilities (as defined in Section 4001(a)(18) of ERISA), the basis sum of: (i) the unfunded benefit liabilities (as defined in Section 4001(a)(18) of ERISA) individually or in the aggregate for all Pension Plans to which any Loan Party has ever contributed; and (ii) the potential liability that the Loan Party could reasonably be expected to incur as the result of the actuarial assumptions specified for funding purposes unfunded benefit liabilities (as defined in Section 4001(a)(18) of ERISA), individually or in the most recent actuarial valuation aggregate, for all Pension Plans to which no Loan Party has ever contributed (assuming amortization of such Pension Planunfunded benefit liabilities over ten years), did ; does not exceed the then-current aggregate value of the assets of such Pension Plan by more than $150,000,000. 2,000,000. E. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of Borrower, its Subsidiaries the Loan Parties and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISA, is does not more than exceed $150,000,000. Except as could not reasonably be expected to have a Material Adverse Effect, Borrower, each of its Subsidiaries and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan2,000,000.

Employee Benefit Plans. Except (a) Each of the Borrowers, Holdings, Intermediate Holdings, the Subsidiaries and the ERISA Affiliates is in compliance with the applicable provisions of ERISA and the provisions of the Code relating to Plans and Multiemployer Plans and the regulations and published interpretations thereunder and any similar applicable non-U.S. law, except for such noncompliance that could not reasonably be expected to have a Material Adverse Effect. No Reportable Event has occurred during the past five years as to which the Borrowers, Holdings, Intermediate Holdings, any Subsidiary or any ERISA Affiliate was required to file a report with the PBGC, other than reports that have been filed and reports the failure of which to file could not reasonably be expected to have a Material Adverse Effect. As of the Restatement Effective Date, the excess of the present value of all benefit liabilities under each Plan of the Borrowers, Holdings, Intermediate Holdings, the Subsidiaries and the ERISA Affiliates (based on those assumptions used to fund such Plan), as of the last annual valuation date applicable thereto for which a valuation is available, over the value of the assets of such Plan could not reasonably be expected to have a Material Adverse Effect, (a) Borrower, each of its Subsidiaries and each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, (b) each Employee Benefit Plan which is intended to qualify under Section 401(a) excess of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status, (c) no liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by Borrower, any of its Subsidiaries or any of their ERISA Affiliates, (d) no ERISA Event has occurred or is reasonably expected to occur and (e) except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates. The present value of the aggregate all benefit liabilities under of all underfunded Plans (based on those assumptions used to fund each Pension Plan sponsored, maintained or contributed to by Borrower, any of its Subsidiaries or any of their ERISA Affiliates (determined such Plan) as of the end of last annual valuation dates applicable thereto for which valuations are available, over the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan), did not exceed the then-current aggregate value of the assets of all such Pension Plan by more than $150,000,000. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of Borrower, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISA, is not more than $150,000,000. Except as underfunded Plans could not reasonably be expected to have a Material Adverse Effect. None of the Borrowers, BorrowerHoldings, each of its Intermediate Holdings, the Subsidiaries and each of their the ERISA Affiliates has incurred or could reasonably be expected to incur any Withdrawal Liability that could reasonably be expected to have complied with a Material Adverse Effect. None of the requirements Borrowers, Holdings, Intermediate Holdings, the Subsidiaries and the ERISA Affiliates has received any written notification that any Multiemployer Plan is in reorganization (or, after the effectiveness of Title II of the Pension Act, that it is in endangered or critical status, within the meaning of Section 515 305 of ERISA ERISA) or has been terminated within the meaning of Title IV of ERISA, or has knowledge that any Multiemployer Plan is reasonably expected to be in reorganization or to be terminated, where such reorganization or termination has had or could reasonably be expected to have, through increases in the contributions required to be made to such Plan or otherwise, a Material Adverse Effect. (b) Each of Holdings, Intermediate Holdings, the U.S. Borrower and the Subsidiaries is in compliance (i) with all applicable provisions of law and all applicable regulations and published interpretations thereunder with respect to each Multiemployer Plan any employee pension benefit plan or other employee benefit plan governed by the laws of a jurisdiction other than the United States and are not in “default” (as defined in Section 4219(c)(5) of ERISAii) with respect the terms of any such plan, except, in each case, for such noncompliance that could not reasonably be expected to payments to have a Multiemployer PlanMaterial Adverse Effect.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) Parent, Borrower, each of its their respective Subsidiaries and each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, (b) each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Parent and Borrower, nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status, (c) no liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by Parent, Borrower, any of its their respective Subsidiaries or any of their ERISA Affiliates, (d) no ERISA Event has occurred or is reasonably expected to occur and (e) except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Parent, Borrower, any of its their respective Subsidiaries or any of their respective ERISA Affiliates. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by Parent, Borrower, any of its their respective Subsidiaries or any of their ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan), did not exceed the then-current aggregate value of the assets of such Pension Plan by more than $150,000,00070,000,000. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of Parent, Borrower, its their respective Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISA, is not more than $150,000,00070,000,000. Except as could not reasonably be expected to have a Material Adverse Effect, Parent, Borrower, each of its their respective Subsidiaries and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) BorrowerParent, each of its Subsidiaries and each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of applicable law, including, without limitation, ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, ; (b) each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified andqualified, to the knowledge and each trust forming a part of Borrower, nothing has occurred subsequent to the issuance of such determination letter which would cause any such Employee Benefit Plan that is intended to lose its qualified status, qualify for exemption from taxation under Section 501(a) of the Internal Revenue Code is so exempt; (c) no liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by BorrowerParent, any of its Subsidiaries or any of their ERISA Affiliates, ; (d) no ERISA Event has occurred or is reasonably expected to occur and occur; (e) except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of BorrowerParent, any of its Subsidiaries or any of their respective ERISA Affiliates. The ; (f) the present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by BorrowerParent, any of its Subsidiaries or any of their ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan), did not exceed the then-aggregate current aggregate value of the assets of such Pension Plan by more than $150,000,000. As Plan; (g) as of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of BorrowerParent, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISA, ERISA is not more than $150,000,000. Except as could not reasonably be expected to have a Material Adverse Effect, Borrowerzero; and (h) Parent, each of its Subsidiaries and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) Borrower, each of Borrower and its Restricted Subsidiaries and each of their respective ERISA Affiliates are in material compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, (b) each Plan in all material respects. Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, and nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status, (c) no . No liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by Borrower, Borrower or any of its Subsidiaries or any of their ERISA Affiliates, (d) no Restricted Subsidiaries. No ERISA Event has occurred or is reasonably expected to occur and (e) except occur. Except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Borrower, Borrower or any of its Subsidiaries or any of their respective ERISA AffiliatesRestricted Subsidiaries. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by Borrower, Borrower or any of its Restricted Subsidiaries or any of their ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan), did not exceed the then-aggregate current aggregate value of the assets of such Pension Plan by more than $150,000,000Plan. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of Borrower, Borrower and its Restricted Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISA, ERISA is not more than $150,000,000zero. Except as could not reasonably be expected to have a Material Adverse Effect, Borrower, each of Borrower and its Restricted Subsidiaries and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) Borrower, each of its Subsidiaries The Borrower and each of their respective ERISA Affiliates are Restricted Subsidiary is in compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have has performed all their its obligations under each Employee Benefit Plan, (b) each Employee Benefit Plan which is intended except where such failure to qualify under Section 401(a) of comply or perform, individually or in the Internal Revenue Code has received aggregate, could not reasonably be expected to have a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status, (c) no Material Adverse Effect. No liability to the PBGC (other than required premium payments), the Internal Revenue Service, ) with respect to any Employee Benefit Pension Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by the Borrower, any of its Subsidiaries Restricted Subsidiary or any of their respective ERISA Affiliates, (d) no except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No ERISA Event has occurred or is reasonably expected to occur and (e) except that, alone or together with any other ERISA Events that have occurred or are reasonably expected to the extent required under Section 4980B of the Internal Revenue Code or similar state lawsoccur, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Borrower, any of its Subsidiaries or any of their respective ERISA Affiliatescould reasonably be expected to have a Material Adverse Effect. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by Borrower, any of its Subsidiaries or any of their ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan), did not exceed the then-aggregate current aggregate value of the assets of such Pension Plan by more than $150,000,000an amount that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of the Borrower, its the Restricted Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISA, is not more than $150,000,000. Except as could not reasonably be expected to have a Material Adverse Effect, . The Borrower, each of its Subsidiaries Restricted Subsidiary and each of their respective ERISA Affiliates have has complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are is not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan, except where such failure to comply or such default, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) BorrowerHoldings, each of its Subsidiaries and each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder in all material respects with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, (b) each . Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, and nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status, (c) no . No material liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by BorrowerHoldings, any of its Subsidiaries or any of their ERISA Affiliates, (d) no . No ERISA Event has occurred or is reasonably expected to occur and (e) except create a material liability of Holdings or any of its Subsidiaries. Except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of BorrowerHoldings, any of its Subsidiaries or any of their respective ERISA Affiliates. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by BorrowerHoldings, any of its Subsidiaries or any of their ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan), did not exceed the then-aggregate current aggregate value of the assets of such Pension Plan by more than $150,000,000Plan. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of BorrowerHoldings, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISA, ERISA is not more than $150,000,000zero. Except as could not reasonably be expected to have a Material Adverse Effect, BorrowerHoldings, each of its Subsidiaries and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan.

Employee Benefit Plans. Except as could not would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect, (ai) BorrowerHoldings, each of its Subsidiaries and each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, Plan and have performed all their obligations under each Employee Benefit Plan, (bii) each Employee Benefit Plan which that is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, and nothing has occurred subsequent to the issuance of such determination letter which that would cause such Employee Benefit Plan to lose its qualified status, (ciii) no liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by BorrowerHoldings, any of its Subsidiaries or any of their ERISA Affiliates, Affiliates and (div) no ERISA Event has occurred or is reasonably expected to occur and (e) except occur. Except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of BorrowerHoldings, any of its Subsidiaries or any of their respective ERISA Affiliates. The Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, the present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by BorrowerHoldings, any of its Subsidiaries or any of their ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan), ) did not exceed the then-aggregate current aggregate value of the assets of such Pension Plan by more than $150,000,000Plan. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of BorrowerHoldings, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISA, ERISA is not more than $150,000,0000. Except as could not reasonably be expected to have a Material Adverse Effect, BorrowerHoldings, each of its Subsidiaries and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) The Borrower, each of its Subsidiaries Restricted Subsidiary and each of their respective ERISA Affiliates are is in compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have has performed all their its obligations under each Employee Benefit Plan, (b) each except where such failure to comply or perform, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter or opinion letter from the Internal Revenue Service IRS indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, and nothing has occurred subsequent to the issuance of such determination letter or opinion letter which would cause such Employee Benefit Plan to lose its qualified status, (c) no . No liability to the PBGC (other than required premium payments), the Internal Revenue ServiceIRS, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by the Borrower, any of its Subsidiaries Restricted Subsidiary or any of their respective ERISA Affiliates, (d) no except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No ERISA Event or Foreign Plan Event has occurred or is reasonably expected to occur and (e) occur, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of the Borrower, any of its Subsidiaries Restricted Subsidiary or any of their respective ERISA Affiliates. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by the Borrower, any of its Subsidiaries Restricted Subsidiary or any of their respective ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified used for funding purposes in the most recent actuarial valuation for such Pension Planof Accounting Standards Codification Topic 715), did not exceed the then-aggregate current aggregate value of the assets of such Pension Plan by more than $150,000,000Plan. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of the Borrower, its the Restricted Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISA, ERISA is not more than $150,000,000zero. Except as could not reasonably be expected to have a Material Adverse Effect, The Borrower, each of its Subsidiaries Restricted Subsidiary and each of their respective ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are is not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan. None of the Borrower or any of its Subsidiaries is an entity deemed to hold “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA).

Employee Benefit Plans. Except as could not reasonably be expected (either individually or in the aggregate) to have a Material Adverse Effectresult in liability to the Credit Parties in excess of $2,500,000 at any time, (a) each Borrower, each of its Restricted Subsidiaries and each of their respective ERISA Affiliates are in compliance in all material respects with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, (b) each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, and nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status, (c) no liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by any Borrower, any of its Restricted Subsidiaries or any of their ERISA Affiliates, (d) no ERISA Event has occurred or is reasonably expected to occur and occur, (e) except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of any Borrower, any of its Restricted Subsidiaries or any of their respective ERISA Affiliates. The , (f) the present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by any Borrower, any of its Restricted Subsidiaries or any of their ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan), did not exceed the then-aggregate current aggregate value of the assets of such Pension Plan by more than $150,000,000. As Plan, (g) as of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of each Borrower, its Restricted Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(eis zero, and (h) of ERISA, is not more than $150,000,000. Except as could not reasonably be expected to have a Material Adverse Effect, each Borrower, each of its Restricted Subsidiaries and each of their ERISA Affiliates Affiliates, where applicable, have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) Borrower, each of its Subsidiaries The Borrower and each of their respective ERISA Affiliates are Restricted Subsidiary is in compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have has performed all their its obligations under each Employee Benefit Plan, (b) each Employee Benefit Plan which is intended except where such failure to qualify under Section 401(a) of comply or perform, individually or in the Internal Revenue Code has received aggregate, could not reasonably be expected to have a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status, (c) no Material Adverse Effect. No liability to the PBGC (other than required premium payments), the Internal Revenue Service, ) with respect to any Employee Benefit Pension Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by the Borrower, any of its Subsidiaries Restricted Subsidiary or any of their respective ERISA Affiliates, (d) no except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No ERISA Event has occurred or is reasonably expected to occur and (e) except that, alone or together with any other ERISA Events that have occurred or are reasonably expected to the extent required under Section 4980B of the Internal Revenue Code or similar state lawsoccur, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Borrower, any of its Subsidiaries or any of their respective ERISA Affiliatescould reasonably be expected to have a Material Adverse Effect. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by Borrower, any of its Subsidiaries or any of their ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan), did not exceed the then-aggregate current aggregate value of the assets of such Pension Plan by more than $150,000,000an amount that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of the Borrower, its the Restricted Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISA, is not more than $150,000,000. Except as could not reasonably be expected to have a Material Adverse Effect, . The Borrower, each of its Subsidiaries Restricted Subsidiary and each of their respective ERISA Affiliates have has complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are is not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan, except where such failure to comply or such default, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Employee Benefit Plans. Except as could would not reasonably be expected expected, individually or in the aggregate, to have result in a Material Adverse Effect, (a) Borrowerthe Borrowers, each of its their Subsidiaries and each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan. Except as would not reasonably be expected, (b) individually or in the aggregate, to result in a Material Adverse Effect, each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received or requested a favorable determination determination, opinion, or advisory letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, and nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status. Except as would not reasonably expected, (c) individually or in the aggregate, to result in a Material Adverse Effect, no liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by the Borrower, any of its Subsidiaries or any of their ERISA Affiliates, (d) no . No ERISA Event has occurred or is reasonably expected to occur and (e) except that, either alone or together with all other such ERISA Events, would reasonably be expected to result in a Material Adverse Effect. Except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Borrowerthe Borrowers, any of its their Subsidiaries or any of their respective ERISA Affiliates. The Except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, the present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by Borrowerthe Borrowers, any of its their Subsidiaries or any of their ERISA Affiliates (determined as of the end of the then-most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the then-most recent actuarial valuation for such Pension Plan), ) did not materially exceed the then-aggregate current aggregate value of the assets of such Pension Plan by more than $150,000,000Plan. As For purposes of the immediately preceding sentence, if as of the applicable valuation date the Pension Plan has an adjusted funding target attainment percentage of at least eighty percent (80%), the present value of aggregate benefit liabilities under such Pension Plan shall be deemed not to materially exceed the aggregate current value of the assets of such Pension Plan. Except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, as of the then-most recent valuation date for each Multiemployer Plan for which the actuarial report is available, in each case, prior to the Closing Date, the potential liability of Borrowerthe Borrowers, its their respective Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISA, ERISA is not more than $150,000,000zero. Except as could would not reasonably be expected expected, individually or in the aggregate, to have result in a Material Adverse Effect, Borrowerthe Borrowers, each of its their respective Subsidiaries and each of their respective ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan. Neither the Company nor any Subsidiary has received any notice or is otherwise aware that its Foreign Pension Plans are not in compliance with their terms or with the requirements of any applicable laws, statutes, rules, regulations and orders, and the aggregate unfunded liabilities with respect to such Foreign Pension Plans would not reasonably be expected to result in a Material Adverse Effect.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) Borrower, Holdings and each of its Subsidiaries and each of their respective ERISA Affiliates are in material compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, (b) each . Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, and nothing has occurred subsequent to the issuance of such determination letter which has caused or would reasonably be expected to cause such Employee Benefit Plan to lose its qualified status, (c) no . No liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA ) has been or is expected to be incurred by BorrowerHoldings, any of its Subsidiaries or any of their ERISA AffiliatesAffiliates with respect to any Pension Plan. Neither Holdings nor any of its Subsidiaries nor any of their ERISA Affiliates has engaged in a non-exempt prohibited transaction described in Section 406 of ERISA or Section 4975 of the Internal Revenue Code. Except as set forth on Schedule 4.20, (d) no ERISA Event has occurred or is reasonably expected to occur occur. Except as set forth on Schedule 4.20, and (e) except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, or otherwise funded entirely by the participants thereof, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of BorrowerHoldings, any of its Subsidiaries or any of their respective ERISA Affiliates. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by BorrowerHoldings, any of its Subsidiaries or any of their ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan), did not exceed the then-aggregate current aggregate value of the assets of such Pension Plan by more than $150,000,000Plan. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of BorrowerHoldings, its Subsidiaries and their respective ERISA Affiliates for a complete or partial withdrawal from such Multiemployer Plan (within the meaning of Section 4203 or Section 4205 of ERISA), when aggregated with such potential liability for a complete or partial withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISA, is not more than $150,000,000zero. Except as could not reasonably be expected to have a Material Adverse Effectset forth on Schedule 4.20, BorrowerHoldings, each of its Subsidiaries and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) Parent Borrower, each of its Subsidiaries and each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA ERISA, and the Internal Revenue Code and and, in each case, the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, (b) in each case, in all material respects. Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to the best knowledge of Borrowerany Credit Party, nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status, (c) no . No liability under Title IV of ERISA to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is reasonably expected to be incurred by Parent Borrower, any of its Subsidiaries or any of their ERISA Affiliates, (d) no . No ERISA Event has occurred or is reasonably expected to occur and (eoccur. There are no pending or, to the knowledge of Parent Borrower or any of its Subsidiaries, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Employee Benefit Plan that could reasonably be expected to have a Material Adverse Effect. There has been no violation of the fiduciary responsibility rules with respect to any Employee Benefit Plan that has resulted or could reasonably be expected to result in a Material Adverse Effect. None of Parent Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates has engaged in a transaction that could be subject to Section 4069 or 4212(c) except of ERISA. Except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Parent Borrower, any of its Subsidiaries or any of their respective ERISA AffiliatesAffiliates that would reasonably be expected to result in a material liability to Parent Borrower or any of its Subsidiaries. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by Parent Borrower, any of its Subsidiaries or any of their ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan), did not exceed the then-aggregate current aggregate value of the assets of such Pension Plan by more than $150,000,000Plan. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of Parent Borrower, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISA, ERISA is not more than $150,000,000zero. Except as could not reasonably be expected to have a Material Adverse Effect, Parent Borrower, each of its Subsidiaries and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan. No UK Credit Party nor any of its Subsidiaries is or has at any time (a) been an employer (for the purposes of sections 38 to 51 of the Pensions Act 2004) of an occupational pension scheme which is not a money purchase scheme (both terms as defined in the Pensions Schemes Act 1993); or (b) been “connected” with or an “associate” of (as those terms are used in sections 38 and 43 of the Pensions Act 2004) such an employer.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) Borrower, each of its Subsidiaries and each of their respective ERISA Affiliates are in compliance in all material respects with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed in all material respects their obligations under each Employee Benefit Plan, (b) each . Each Employee Benefit Plan which complies in form and operation in all material respects with its terms and applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder. Each Employee Benefit Plan that is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, nothing has occurred subsequent to the issuance of such determination letter which that would cause such Employee Benefit Plan to lose its qualified status, (c) no . No liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by Borrower, any of its Subsidiaries or any of their ERISA Affiliates, (d) no . No ERISA Event has occurred or is is, to Borrower’s knowledge, reasonably expected to occur and (e) except occur. Except to the extent required under Section 4980B of the Internal Revenue Code or similar state lawslaws or to the extent set forth on Schedule 4.20, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by Borrower, any of its Subsidiaries or any of their ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan), did not exceed the then-aggregate current aggregate value of the assets of such Pension Plan by more than $150,000,000Plan. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of Borrower, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISA, is not more than $150,000,000. Except as could not reasonably be expected to have a Material Adverse Effect, Borrower, each of its Subsidiaries and each of their respective ERISA Affiliates have complied with made all required contributions to each Pension Plan and no application for a funding waiver or the requirements extension of any amortization period pursuant to Section 515 412 of the Internal Revenue Code or Section 302 of ERISA has been made with respect to each Multiemployer Plan and are not any Pension Plan. Neither Borrower, nor any of its Subsidiaries nor any of their respective ERISA Affiliates has engaged in “default” (as defined in a transaction that could be subject to Section 4219(c)(54069 or Section 4212(c) of ERISA) . No Credit Party nor any ERISA Affiliate of any Credit Party participates in or has, or had within the past six years, any obligation or liability, whether absolute or contingent, with respect to payments to a any Multiemployer Plan.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) BorrowerThe Company, each of its Subsidiaries and each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, (b) each . Each Employee Benefit Plan which that is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, and nothing has occurred subsequent to the issuance of such determination letter which that would cause such Employee Benefit Plan to lose its qualified status, (c) no . No liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by Borrowerthe Company, any of its Subsidiaries or any of their ERISA Affiliates, (d) no . No ERISA Event has occurred or is reasonably expected to occur and (e) except occur. Except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Borrowerthe Company, any of its Subsidiaries or any of their respective ERISA Affiliates. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by Borrowerthe Company, any of its Subsidiaries or any of their ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan), did not exceed the then-aggregate current aggregate value of the assets of such Pension Plan by more than $150,000,000Plan. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of Borrowerthe Company, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISA, ERISA is not more than $150,000,000zero. Except as could not reasonably be expected to have a Material Adverse Effect, BorrowerThe Company, each of its Subsidiaries and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) BorrowerHoldings, each of its Subsidiaries and each of their respective ERISA Affiliates are in material compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, except (bwith respect to any matter specified in the preceding clause, either individually or in the aggregate) each such as is not reasonably likely to have a Material Adverse Effect.. Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, and nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status, (c) no . No liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by BorrowerHoldings, any of its Subsidiaries or any of their ERISA Affiliates, (d) no . No ERISA Event has occurred or is reasonably expected to occur and (e) except occur. Except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of BorrowerHoldings, any of its Subsidiaries or any of their respective ERISA Affiliates. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by BorrowerHoldings, any of its Subsidiaries or any of their ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan), did not exceed the then-aggregate current aggregate value of the assets of such Pension Plan by more than $150,000,000Plan. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of BorrowerHoldings, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISA, ERISA is not more than $150,000,000zero. Except as could not reasonably be expected to have a Material Adverse Effect, BorrowerHoldings, each of its Subsidiaries and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) BorrowerHoldings, each of its Subsidiaries and each of their respective ERISA Affiliates are in compliance in all material respects with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, (b) each Employee Benefit Plan which is intended except where noncompliance could not be reasonably likely to qualify under Section 401(a) result in liability in excess of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status, (c) no $10,000,000. No liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by BorrowerHoldings, any of its Subsidiaries or any of their ERISA Affiliates, (d) no Affiliates that could reasonably be expected to have a Material Adverse Effect. No ERISA Event has occurred or is reasonably expected to occur and (e) except that is reasonably likely to result in liability in excess of $10,000,000. Except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of BorrowerHoldings, any of its Subsidiaries or any of their respective ERISA Affiliates, except where the failure of such representation to be true and correct could reasonably be expected to result in a Material Adverse Effect. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by BorrowerHoldings, any of its Subsidiaries or any of their ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan), did not exceed the then-aggregate current aggregate value of the assets of such Pension Plan by more than $150,000,000and there has been no determination that any Pension Plan is in “at risk” status, except where the failure of such representation to be true and correct could reasonably be expected to result in a Material Adverse Effect. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of BorrowerHoldings, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISA, ERISA is not more less than $150,000,00010,000,000. Except as could not reasonably be expected to have a Material Adverse Effect, BorrowerHoldings, each of its Subsidiaries and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer PlanPlan except where noncompliance could reasonably be expected to have a Material Adverse Effect.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) Borrower, each of its Subsidiaries and each of their respective ERISA Affiliates are in material compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, except (bwith respect to any matter specified in the preceding clause, either individually or in the aggregate) each such as is not reasonably likely to have a Material Adverse Effect.. Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, and nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status, (c) no . No liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by Borrower, any of its Subsidiaries or any of their ERISA Affiliates, (d) no . No ERISA Event has occurred or is reasonably expected to occur and (e) except occur. Except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by Borrower, any of its Subsidiaries or any of their ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan), did not exceed the then-aggregate current aggregate value of the assets of such Pension Plan by more than $150,000,000Plan. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of Borrower, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISA, ERISA is not more than $150,000,000zero. Except as could not reasonably be expected to have a Material Adverse Effect, Borrower, each of its Subsidiaries and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (ai) Borrower, each of its Subsidiaries The Borrower and each of their respective ERISA Affiliates are Affiliate is in material compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder and in material compliance with all Foreign Benefit Laws with respect to each all Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, (bPlans except for any required amendments for which the remedial amendment period as defined in Section 401(b) each of the Code has not yet expired. Each Employee Benefit Plan which that is intended to qualify be qualified under Section 401(a) of the Internal Revenue Code has received been determined or the Borrower or its Subsidiaries is in the process of obtaining a favorable determination letter from by the Internal Revenue Service indicating that to be so qualified, each trust related to such plan has been determined to be exempt under Section 501(a) of the Code, and each Employee Benefit Plan subject to any Foreign Benefit Law has received the required approvals by any Governmental Authority regulating such Employee Benefit Plan or the Borrower or its Subsidiaries is so qualified and, to in the knowledge process of Borrower, nothing has occurred subsequent to the issuance of obtaining such determination letter or approvals. No material liability has been incurred by the Borrower or any ERISA Affiliate which would cause such Employee Benefit Plan remains unsatisfied for any taxes or penalties with respect to lose its qualified status, (c) no liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV Multiemployer Plan; (ii) Neither the Borrower nor any ERISA Affiliate has (a) engaged in a nonexempt prohibited transaction described in Section 4975 of the Code or Section 406 of ERISA has been or is expected to be incurred by Borrower, affecting any of its Subsidiaries the Employee Benefit Plans or the trusts created thereunder which could subject any such Employee Benefit Plan or trust to a material tax or penalty on prohibited transactions imposed under Internal Revenue Code Section 4975 or ERISA, (b) incurred any accumulated funding deficiency with respect to any Employee Benefit Plan, whether or not waived, or any other liability to the PBGC which remains outstanding other than the payment of their ERISA Affiliatespremiums and there are no premium payments which are due and unpaid, (c) failed to make a material required contribution or payment to a Multiemployer Plan, (d) no failed to make a required installment or other required payment under Section 412 of the Code, Section 302 of ERISA or the terms of such Employee Benefit Plan, or (e) failed to make a required contribution or payment, or otherwise failed to operate in compliance with any Foreign Benefit Law regulating any Employee Benefit Plan; (iii) No Termination Event has occurred or is reasonably expected to occur with respect to any Pension Plan or Multiemployer Plan, and neither the Borrower nor any ERISA Affiliate has incurred any unpaid withdrawal liability with respect to any Multiemployer Plan; (eiv) except to Except as provided in Schedule 6.1(l), the extent required present value of all vested accrued benefits under Section 4980B of the Internal Revenue Code or similar state laws, no each Employee Benefit Plan provides health which is subject to Title IV of ERISA, or welfare benefits (through the purchase funding of insurance or otherwise) for which is regulated by any retired or former employee of BorrowerForeign Benefit Law did not, any of its Subsidiaries or any of their respective ERISA Affiliates. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by Borrower, any of its Subsidiaries or any of their ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan), did not exceed the then-current aggregate value of the assets of such Pension Plan by more than $150,000,000. As of the most recent valuation date for each Multiemployer such plan, exceed the then current value of the assets of such Employee Benefit Plan for allocable to such benefits; (v) To the best of the Borrower’s knowledge, each Employee Benefit Plan which is subject to Title IV of ERISA or the actuarial report funding of which is availableregulated by any Foreign Benefit Law, maintained by the potential liability of BorrowerBorrower or any ERISA Affiliate, has been administered in accordance with its Subsidiaries terms in all material respects and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated is in compliance in all material respects with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) applicable requirements of ERISA, applicable Foreign Benefit Law and other applicable laws, regulations and rules; (vi) Assuming that none of the Lenders is, is not more than $150,000,000. Except as could not reasonably be expected to have a Material Adverse Effectacting on behalf of, Borrower, each or is an entity the assets of its Subsidiaries and each which constitute the assets of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in an “defaultemployee benefit plan” (as defined in Section 4219(c)(53(3) of ERISA) or a “plan” (as defined in Section 4975 of the Code) with respect to payments which the Borrower is a “party in interest” (as defined in Section 3(14) of ERISA) or a “disqualified person” (as defined in Section 4975 of the Code), the consummation of the Loans and the issuance of the Letters of Credit provided for herein will not involve any prohibited transaction under ERISA which is not subject to a Multiemployer statutory or administrative exemption; and (vii) No material proceeding, claim, lawsuit and/or investigation exists or, to the best knowledge of the Borrower after due inquiry, is threatened concerning or involving any Employee Benefit Plan.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) A. Borrower, each of its Subsidiaries and each of their respective ERISA Affiliates are in compliance in all material respects with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed in all material respects all their obligations under each Employee Benefit Plan, (b) each . Each Employee Benefit Plan which that is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan it is so qualified and, to the knowledge and Borrower is not aware of Borrower, nothing has occurred subsequent to the issuance of any reason why such favorable determination letter which would cause such Employee Benefit Plan to lose its qualified status, (c) no liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by Borrower, any of its Subsidiaries or any of their ERISA Affiliates, (d) no revoked. B. No ERISA Event has occurred or is reasonably expected to occur and (e) except to the extent required under Section 4980B of the Internal Revenue Code that could reasonably be expected, individually or similar state laws, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates. The present value of in the aggregate benefit liabilities under each Pension Plan sponsoredfor such ERISA Events, maintained or contributed to by result in a material liability to Borrower, any of its Subsidiaries or any of their ERISA Affiliates (determined as of the end . C. As of the most recent plan year on valuation date for any Pension Plan, the basis amount of the actuarial assumptions specified for funding purposes unfunded benefit liabilities (as set forth in the most recent actuarial valuation for such Pension Planreport), did not exceed individually or in the then-current aggregate value of the assets for all Pension Plans (excluding for purposes of such computation any Pension Plan by more than $150,000,000. Plans with respect to which assets exceed benefit liabilities), has not resulted in and could not reasonably be expected to result in a Material Adverse Effect. D. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of Borrower, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISA, is does not more than exceed $150,000,000. Except as could not reasonably be expected to have a Material Adverse Effect, Borrower, each of its Subsidiaries and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan3,000,000.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) BorrowerHoldings, each of its Subsidiaries and each of their respective ERISA Affiliates are in compliance in all material respects with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations in all material respects under each Employee Benefit Plan, (b) each . Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, and nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status, (c) no . No liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by BorrowerHoldings, any of its Subsidiaries or any of their ERISA Affiliates, (d) no . No ERISA Event has occurred or is reasonably expected to occur occur. Except as disclosed in the Historical Financial Statements and (e) except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of BorrowerHoldings, any of its Subsidiaries or any of their respective ERISA Affiliates. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by BorrowerHoldings, any of its Subsidiaries or any of their ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan), did not exceed the then-aggregate current aggregate value of the assets of such Pension Plan by more than $150,000,000Plan. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of BorrowerHoldings, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISA, ERISA is not more than $150,000,000zero. Except as could not reasonably be expected to have a Material Adverse Effect, BorrowerHoldings, each of its Subsidiaries and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) BorrowerCompany, each of its Subsidiaries subsidiaries and each of their respective ERISA Affiliates are in material compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, (b) each . Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified andor has an application pending for such qualification, to the knowledge of Borrower, and nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status, (c) no . No liability to the PBGC (other than required premium payments), ) or the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA Service has been or is expected to be incurred by BorrowerCompany, any of its Subsidiaries subsidiaries or any of their ERISA Affiliates, (d) no Affiliates with respect to any Employee Benefit Plan. No ERISA Event has occurred or is reasonably expected to occur and (e) except occur. Except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, or otherwise funded entirely by the participants thereof, or accrued for on the financial statements of Company or its Restricted Subsidiaries, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of BorrowerCompany, any of its Subsidiaries subsidiaries or any of their respective ERISA Affiliates. The present value of the aggregate benefit liabilities under each Pension Plan subject to Title IV of ERISA sponsored, maintained or contributed to by BorrowerCompany, any of its Subsidiaries subsidiaries or any of their ERISA Affiliates (determined as of the end of the most recent plan year valuation date on the basis of the actuarial assumptions specified for funding purposes pursuant to Section 430 of the Internal Revenue Code in the most recent actuarial valuation for such Pension Plan), did not exceed the then-aggregate current aggregate value of the assets of such Pension Plan by more than $150,000,00010,000,000 in the aggregate. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of BorrowerCompany, its Subsidiaries subsidiaries and their respective ERISA Affiliates for a complete or partial withdrawal from such Multiemployer Plan (within the meaning of Section 4203 or Section 4205 of ERISA), when aggregated with such potential liability for a complete or partial withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISA, is not more than $150,000,000zero. Except as could not reasonably be expected to have a Material Adverse Effect, BorrowerCompany, each of its Subsidiaries subsidiaries and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan.

Employee Benefit Plans. (a) Except as could would not reasonably be expected expected, either individually or in the aggregate, to have a Material Adverse Effect, : (ai) Borrower, each Credit Party and each of its Subsidiaries and each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit PlanPlan and the terms thereof, and have performed all their obligations under each Employee Benefit Plan, ; (bii) each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified andthere are no pending or, to the knowledge best of Borrowereach Credit Party’s knowledge, nothing has occurred subsequent threatened claims, actions, or lawsuits or action with respect to the issuance of such determination letter which would cause such an Employee Benefit Plan to lose its qualified status, Plan; (ciii) no liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV Credit Party nor an of ERISA has been or is its Subsidiaries could reasonably be expected to be incurred subject to a tax or penalty imposed by Borrower, any Section 502(i) or (l) of its Subsidiaries or any of their ERISA Affiliates, ERISA; (div) no ERISA Event has occurred or is reasonably expected to occur occur; (v) each Credit Party and (e) except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by Borrower, any of its Subsidiaries or any of their ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan), did not exceed the then-current aggregate value of the assets of such Pension Plan by more than $150,000,000. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of Borrower, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISA, is not more than $150,000,000. Except as could not reasonably be expected to have a Material Adverse Effect, Borrower, each of its Subsidiaries and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan; and (vi) there are no violations of the fiduciary responsibility rules with respect to any Employee Benefit Plan. (b) The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by any Credit Party, any of its Subsidiaries or any of their respective ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan) did not exceed the aggregate current fair market value of the assets of such Pension Plan by an amount that could reasonably be expected to result in a Material Adverse Effect. As of the most recent valuation date for each Multiemployer Plan, the potential liability of any Credit Party, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 or Section 4205 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, could not reasonably be expected to result in a Material Adverse Effect. (c) The liabilities of any Employee Benefit Plan that provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of any Credit Party or any of its Subsidiaries, do not create a Material Adverse Effect. (d) Neither the Credit Party nor any ERISA Affiliate has ever maintained, contributed to, or been required to contribute to or had any liability or obligation (whether contingent or otherwise) with respect to any (i) Pension Plan, or a (ii) Multiemployer Plan. (e) Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code is so qualified and has either (a) received a favorable determination from the IRS or (b) is maintained under a prototype or volume submitter plan and may rely upon a favorable opinion or advisory letter issued by the IRS, and, to each Credit Party’s knowledge, nothing has occurred subsequent to the issuance of such determination, opinion, or advisory letter which would cause such Employee Benefit Plan to lose its qualified status. (f) The underlying assets of each Credit Party do not constitute Plan Assets of one or more Benefit Plans and the execution, delivery and performance of this Agreement and the other Credit Documents do not and will not constitute a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Internal Revenue Code.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) BorrowerHoldings, each of its Subsidiaries and each of their respective ERISA Affiliates are in compliance in all material respects with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit PlanPlan in all material respects. Except as set forth on Schedule 4.20, (b) each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, and nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status, (c) no . No liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by BorrowerHoldings, any of its Subsidiaries or any of their ERISA AffiliatesAffiliates that, (d) no either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. No ERISA Event has occurred or is reasonably expected to occur and (e) except occur. Except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of BorrowerHoldings, any of its Subsidiaries or any of their respective ERISA AffiliatesAffiliates (other than life insurance policies for terminated employees in the ordinary course of business consistent with past practice). The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by BorrowerHoldings, any of its Subsidiaries or any of their ERISA Affiliates Affiliates, (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan), did not exceed the then-aggregate current aggregate value of the assets of such Pension Plan by more than $150,000,000in an amount that could reasonably be expected to have a Material Adverse Effect. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability none of BorrowerHoldings, its Subsidiaries and or their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan would become subject to any material liability under ERISA if Holdings, its Subsidiaries or any of their respective ERISA Affiliates were to withdraw completely (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal ) from all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISA, is not more than $150,000,000. Except as could not reasonably be expected to have a Material Adverse Effect, BorrowerHoldings, each of its Subsidiaries and each of their ERISA Affiliates have complied in all material respects with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) BorrowerHoldings, each of its Subsidiaries and each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, (b) each . Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service or a favorable opinion letter from a prototype plan sponsor, as applicable indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, and nothing has occurred subsequent to the issuance of such determination or opinion letter which would cause such Employee Benefit Plan to lose its qualified status, (c) no . No liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by BorrowerHoldings, any of its Subsidiaries or any of their ERISA Affiliates, (d) no . No ERISA Event has occurred or is reasonably expected to occur and (e) occur. Except as set forth on Schedule 4.19 or except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of BorrowerHoldings, any of its Subsidiaries or any of their respective ERISA Affiliates. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by BorrowerHoldings, any of its Subsidiaries or any of their ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan), did not exceed the then-aggregate current aggregate value of the assets of such Pension Plan by more than $150,000,000an amount that could reasonably be expected to result in a Material Adverse Effect. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of BorrowerHoldings, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISA, is not more than $150,000,000. Except as ERISA could not reasonably be expected to have result in a Material Adverse Effect, Borrower. Holdings, each of its Subsidiaries and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer PlanPlan in a manner that could reasonably be expected to result in a Material Adverse Effect. (b) All Non-U.S. Plans are operated in compliance with all applicable laws, each Credit Party which contributes to a Non-U.S. Plan has paid all required contributions to such Non-U.S. Plan as they fall due, and no action or omission has been or is expected to be taken by any Credit Party nor has any event occurred in relation to a Non-U.S. Plan which has or is reasonably likely to result in liability to any Credit Party to any Governmental Authority. At the request of Administrative Agent, Borrower shall deliver to Administrative Agent at such times as those reports are prepared in order to comply with the then current statutory or auditing requirement (as applicable either to the trustees of any relevant Non-U.S. Plans or to a Credit Party), actuarial reports in relation to all Non-U.S.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) Borrower, each of its Subsidiaries Each Group Member and each of their respective ERISA Affiliates are material Employee Benefit Plan (other than a Multiemployer Plan) is in material compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, (b) each . Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, and to the knowledge of Borrowerthe Group Members, nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status, (c) no . No material liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan (other than in the ordinary course) or any trust established under Title IV of ERISA has been or or, to the knowledge of the Group Members, is expected to be incurred by Borrower, any of its Subsidiaries Group Member or any of their respective ERISA Affiliates, (d) no Affiliates with respect to any Pension Plan. No ERISA Event has occurred that, individually or is in the aggregate, would reasonably be expected to occur and (e) except result in material liability to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Borrower, any of its Subsidiaries Group Member or any of their respective ERISA Affiliates, has occurred or, to the knowledge of the Group Members, is reasonably expected to occur. The present value of the aggregate benefit liabilities under each the Pension Plan Plans sponsored, maintained or contributed to by Borrower, any of its Subsidiaries Group Member or any of their respective ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan), did ) do not exceed the then-aggregate current aggregate fair market value of the assets of such Pension Plan Plans by more an amount greater than $150,000,00050,000,000. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is availablePlan, the potential liability of Borrower, the Group and its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 or Section 4205 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISA, is not more than $150,000,00050,000,000. Except as could not reasonably be expected to have a Material Adverse Effect, Borrower, each of its Subsidiaries Each Group Member and each of their ERISA Affiliates have materially complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and and, to the knowledge of the Group Members, are not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to material payments to a Multiemployer Plan. Each Foreign Plan has been maintained in material compliance with its terms and with the material requirements of any applicable laws, rules, regulations and orders of any Governmental Authority. Each Foreign Plan which is required under applicable laws, rules, regulations and orders of any Governmental Authority has been maintained and operated in all material respects with the applicable laws, rules, regulations and orders.

Employee Benefit Plans. (a) Except as with respect to Multiemployer Plans, each Qualified Plan has been determined by the IRS to qualify under Section 401 of the IRC, the trusts created thereunder have been determined to be exempt from tax under the provisions of Section 501 of the IRC, and, nothing has occurred that could not reasonably be expected to have a Material Adverse Effectcause the loss of such qualification or tax-exempt status. Each Plan, (a) Borrower, and to the knowledge of each of Credit Party and its Subsidiaries and each of their respective ERISA Affiliates are as to each Multiemployer Plan, is in compliance in all material respects with all the applicable provisions and requirements of ERISA and the Internal Revenue Code and IRC. Neither any Credit Party nor ERISA Affiliate has failed to make any material contribution or pay any material amount due as required by either Section 412 of the regulations and published interpretations thereunder with respect to each Employee Benefit IRC or Section 302 of ERISA or the terms of any such Pension Plan, and have performed all their obligations under each Employee Benefit Plan, . (b) each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status, (c) no liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by Borrower, any of its Subsidiaries or any of their ERISA Affiliates, (d) no ERISA Event has occurred or is reasonably expected to occur and (e) except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by Borrower, any of its Subsidiaries Credit Party or any of their ERISA Affiliates Affiliate (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan), ) did not exceed the then-aggregate current aggregate value of the assets of such Pension Plan by more than $150,000,0005,000,000. No ERISA Event has occurred or is reasonably expected to occur that might reasonably be expected to result in liability of any Credit Party or any of their ERISA Affiliates in excess of $5,000,000. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of Borrower, its Subsidiaries the Credit Parties and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISA, ERISA is not more greater than $150,000,0005,000,000. Except as could not reasonably be expected to have a Material Adverse Effect, Borrower, each of its Subsidiaries The Credit Parties and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan. (c) Except as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, all Foreign Plans are operated in compliance with all applicable laws, each Group Member which contributes to a Foreign Plan has paid all required contributions to such Foreign Plan as they fall due, and no action or omission has been or is expected to be taken by any Group Member nor has any event occurred in relation to a Foreign Plan which has or is reasonably likely to result in liability to any Group Member to any Governmental Authority. There have been no improper withdrawals or applications of the assets of any Foreign Plan. There are no outstanding disputes concerning the assets of liabilities of any Foreign Plan. There is no Foreign Plan in respect of which an event has occurred that could require immediate or accelerated funding in respect of unfunded liabilities or other deficit amounts. At the request of Administrative Agent, Borrowers shall deliver to Administrative Agent at such times as those reports are prepared in order to comply with the then current statutory or auditing requirement (as applicable either to the trustees of any relevant Foreign Plans or to the Borrowers), actuarial reports in relation to all Foreign Plans. Borrowers shall promptly notify Administrative Agent of any material change in the rate of contributions to any Foreign Plans either paid or recommended to be paid (whether by the scheme actuary, the trustees or otherwise) or required (by law or otherwise).

Employee Benefit Plans. Except as as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (ai) Borrowereach Credit Party, each of its Subsidiaries and each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, (bii) each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, and nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status, (ciii) no liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by Borrowereach Credit Party, any of its Subsidiaries or any of their ERISA Affiliates, (div) no ERISA Event has occurred or is reasonably expected to occur occur, and (ev) except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan Credit Party, none of its Subsidiaries and none of their ERISA Affiliates sponsor, maintain or contribute to or have sponsored, maintained or contributed to any “employee benefit plan” as defined in Section 3(3) of ERISA which provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Borrowerany Credit Party, any of its Subsidiaries or any of their respective ERISA Affiliates. The present value of the aggregate benefit liabilities under each Pension Employee Benefit Plan sponsored, maintained or contributed to by Borrowerany Credit Party, any of its Subsidiaries or any of their ERISA Affiliates Affiliates, (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Employee Benefit Plan), did not exceed the then-aggregate current aggregate value of the assets of such Pension Employee Benefit Plan by more than $150,000,000an amount which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of Borrowerany Credit Party, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA)) from such Multiemployer Plan, when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e101(l) of ERISA, ERISA is not more than $150,000,000an amount which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Except as as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, Borrowereach Credit Party, each of its Subsidiaries and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) Borrower, each of its Subsidiaries Each Group Member and each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, (b) each other than as would not reasonably be expected to have a Material Adverse Effect. Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, and nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status, (c) no in each case, other than as would not reasonably be expected to have a Material Adverse Effect. No material liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan (other than in the ordinary course) or any trust established under Title IV of ERISA has been or is expected to be incurred by Borrower, any of its Subsidiaries Group Member or any of their respective ERISA Affiliates, (d) no Affiliates with respect to any Employee Benefit Plan. No ERISA Event or Foreign Plan Event has occurred or is reasonably expected to occur and (e) except where such ERISA Event or Foreign Plan Event would reasonably be expected to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Borrower, any of its Subsidiaries or any of their respective ERISA Affiliateshave a Material Adverse Effect. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by Borrower, any of its Subsidiaries Group Member or any of their respective ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan), ) did not exceed the then-aggregate current aggregate fair market value of the assets of such Pension Plan by more than $150,000,000Plan, where such circumstance would reasonably be expected to have a Material Adverse Effect. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is availablePlan, the potential liability of Borrower, the Group and its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 or Section 4205 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISA, is does not more than exceed $150,000,00025,000,000. Except as could not reasonably be expected to have a Material Adverse Effect, Borrower, each of its Subsidiaries Each Group Member and each of their ERISA Affiliates have materially complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan. To the extent applicable, each Foreign Plan has been maintained in substantial compliance with its terms and with the requirements of any and all applicable laws, rules, regulations and orders of any Governmental Authority and has been maintained, where required, in good standing with applicable regulatory authorities, other than as would reasonably be expected to have a Material Adverse Effect. Each Foreign Plan which is required under all applicable laws, rules, regulations and orders of any Governmental Authority to be funded satisfies in all material respects any applicable funding standard under all applicable laws, rules, regulations and orders of any Governmental Authority. For each Foreign Plan which is not funded or which is not required to be fully funded under all applicable laws, rules regulations and orders of any Governmental Authority, the unfunded obligations of such Foreign Plan are properly accrued in all material respects. Neither any Loan Party nor any of its Subsidiaries is or has at any time been the employer, or connected or associated with the employer (as those terms are used in the UK Pensions Act 2004) in relation to a UK defined benefit pension plan.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) Borrower, each of its Subsidiaries Each Credit Party and each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, (b) each except as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable opinion or determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, and to the knowledge of Borrower, the Parent nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status, (c) no . No material liability to the PBGC (other than required premium payments), or the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is reasonably expected to be incurred by Borrower, any of its Subsidiaries or any of their ERISA Affiliates, (d) no ERISA Event has occurred or is reasonably expected to occur and (e) except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by Borrower, any of its Subsidiaries Credit Party or any of their ERISA Affiliates (determined except as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes could not, either individually or in the most recent actuarial valuation for such Pension Plan)aggregate, did not exceed the then-current aggregate value of the assets of such Pension Plan by more than $150,000,000reasonably be expected to have a Material Adverse Effect. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of BorrowerParent, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISA, ERISA is not more than $150,000,000. Except as an amount which could not reasonably be expected to have a Material Adverse Effect, Borrower, each of its Subsidiaries Effect if required to be paid. Each Credit Party and each of their ERISA Affiliates have complied in all material respects with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan. There have been no improper withdrawals or applications of the assets of the Pension Plans or the Employee Benefit Plans except as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. There are no outstanding disputes concerning the assets or liabilities of the Pension Plans or the Employee Benefit Plans as of the Closing Date, or with respect to any such dispute arising after the Closing Date, that could, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. There is no Pension Plan in respect of which an event has occurred that could reasonably be expected to require immediate or accelerated funding in respect of unfunded liabilities or other deficit amounts in excess of $1,000,000, individually or in the aggregate.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) Borrower, NewPageHoldCo and each of its Subsidiaries and each of their respective ERISA Affiliates are in substantial compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, (b) each Plan in all material respects. Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service or NewPageHoldCo or its Subsidiaries shall submit an application to the Internal Revenue Service to receive such a letter, indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, and nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status, (c) no . No liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by BorrowerNewPageHoldCo, any of its Subsidiaries or any of their ERISA Affiliates, (d) no . No ERISA Event has occurred or is reasonably expected to occur and (e) except occur. Except to the extent required under Section 4980B of the Internal Revenue Code or similar state lawslaws and except as set forth on Schedule 4.20, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of BorrowerNewPageHoldCo, any of its Subsidiaries or any of their respective ERISA Affiliates. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by BorrowerNewPageHoldCo, any of its Subsidiaries or any of their ERISA Affiliates Affiliates, (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan), did not exceed the then-aggregate current aggregate value of the assets of such Pension Plan by more than $150,000,000in an amount that would reasonably be expected to have a Material Adverse Effect. As of the most recent valuation date for each Multiemployer Plan occurring on or prior to the date hereof for which the actuarial report is available, the potential liability of BorrowerNewPageHoldCo, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available upon request pursuant to Section 4221(e) of ERISA, ERISA is not more than $150,000,000zero. Except as could not reasonably be expected to have a Material Adverse Effect, BorrowerNewPageHoldCo, each of its Subsidiaries and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) Borrower, each of its Subsidiaries Each Loan Party and each of their respective ERISA Affiliates are in compliance in all material respects with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, Plan in all material respects. (b) each Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code Code: (i) has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified qualified; or (ii) has been established under a standardized master and prototype or volume submitter plan for which a current favorable Internal Revenue Service advisory letter or opinion letter has been obtained by the plan sponsor, and the adopting employer is entitled to rely on such letter, and, to the knowledge of Borrower, the Borrower and any Guarantor nothing has occurred subsequent to the issuance date of such determination advisory or opinion letter which would cause such Employee Benefit Plan to lose its qualified status, . (c) no No liability to the PBGC (other than required premium payments), which have been timely paid) or the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA Service has been or is expected reasonably likely to be incurred by Borrower, any of its Subsidiaries Loan Party or any of their ERISA Affiliates, Affiliates with respect to any Employee Benefit Plan. (d) no No ERISA Event has occurred or to the knowledge of the Borrower or any Guarantor is reasonably expected likely to occur and (e) except occur. Except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, or otherwise funded entirely by the participants thereof, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Borrower, any of its Subsidiaries Loan Party or any of their respective ERISA Affiliates. . (e) The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by Borrower, any of its Subsidiaries Loan Party or any of their ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan), did not exceed the then-aggregate current aggregate value of the assets of such Pension Plan by more than $150,000,000. Plan. (f) As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of Borrower, its Subsidiaries the Loan Parties and their respective ERISA Affiliates for a complete or partial withdrawal from such Multiemployer Plan (within the meaning of Section 4203 or Section 4205 of ERISA), when aggregated with such potential liability for a complete or partial withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(eis zero. (g) of ERISA, is not more than $150,000,000. Except as could not reasonably be expected to have a Material Adverse Effect, The Borrower, each of its Subsidiaries any Guarantor and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan.

Employee Benefit Plans. (a) Except as could not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect, (ai) Borrower, Company and each of its Subsidiaries (and in the case of a Pension Plan or a Multiemployer Plan, each of their respective ERISA Affiliates Affiliates) are in compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and other applicable federal and state laws and the regulations and published interpretations thereunder thereunder, applicable to such entities, with respect to each Employee Benefit Plan, Plan and Pension Plan and have performed all their obligations under each Employee Benefit Plan and Pension Plan, (bii) each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and the trust related thereto has been determined by the Internal Revenue Service to be exempt from federal income tax under Section 501(a) of the Internal Revenue Code or an application for such a letter is currently pending before the Internal Revenue Service and, to the knowledge of BorrowerCompany, nothing has occurred subsequent to the issuance of such the determination letter which would cause such Employee Benefit Plan or Pension Plan to lose its qualified status, (ciii) no liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan and Pension Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by BorrowerCompany, any of its Subsidiaries or any of their ERISA Affiliates, (div) no ERISA Event has occurred and neither Company nor any ERISA Affiliate is aware of any fact, event or is reasonably expected to occur and (e) except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by Borrower, any of its Subsidiaries or any of their ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan), did not exceed the then-current aggregate value of the assets of such Pension Plan by more than $150,000,000. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of Borrower, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISA, is not more than $150,000,000. Except as circumstance that could not reasonably be expected to have a Material Adverse Effectconstitute or result in an ERISA Event, Borrower, each of its Subsidiaries and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan, (v) the present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by Holding, any of its Subsidiaries or any of their ERISA Affiliates, (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan), did not exceed the aggregate current value of the assets of such Pension Plan, (vi) as of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, none of Holding, its Subsidiaries or their respective ERISA Affiliates has any potential liability for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISA. (b) There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Employee Benefit Plan that has resulted or could reasonably be expected to result in a Material Adverse Effect.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) Borrower, The Oyster Borrower and each of its Subsidiaries Subsidiary and each of their respective ERISA Affiliates are is in compliance in all material respects with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, (bB) each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to the knowledge of any Executive Officer of the Oyster Borrower, nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status, (cC) no liability Liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan (except in the ordinary course) or any trust established under Title IV of ERISA has been or is expected to be incurred by the Oyster Borrower, any of its Subsidiaries Subsidiary thereof or any of their respective ERISA Affiliates, (dD) no ERISA Event has occurred or is reasonably expected to occur and occur, (eE) except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of the Oyster Borrower, any of its Subsidiaries Subsidiary thereof or any of their respective ERISA Affiliates. The , (F) the present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by the Oyster Borrower, any of its Subsidiaries Subsidiary thereof or any of their respective ERISA Affiliates Affiliates, (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan), did not exceed the then-aggregate current aggregate value of the assets of such Pension Plan by more than $150,000,000. As Plan, (G) as of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of the Oyster Borrower, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISAERISA is zero, is not more than $150,000,000. Except as could not reasonably be expected to have a Material Adverse Effect, (H) the Oyster Borrower, each of its Subsidiaries Subsidiary thereof and each of their respective ERISA Affiliates have has complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan, (I) each Employee Benefit Plan has been operated in compliance with its terms and the applicable provisions and requirements of ERISA, the Internal Revenue Code and other Laws, and (J) there has been no Prohibited Transaction or violation of the fiduciary responsibility rules with respect to any Employee Benefit Plan or Pension Plan that has resulted or could reasonably be expected to result in an Oyster Material Adverse Effect; in each case (A) through (I), except as would not reasonably be expected to result, individually or in the aggregate, in an Oyster Material Adverse Effect.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) BorrowerHoldings, each of its Subsidiaries and each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit PlanPlan except, (b) in each case, as would not be reasonably likely to have a Material Adverse Effect. Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, Holdings nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status, (c) no except as would not be reasonably likely to have Material Adverse Effect. No liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA ) has been or is expected to be incurred by BorrowerHoldings, any of its Subsidiaries or any of their ERISA Affiliates, (d) no except as would not be reasonably likely to have a Material Adverse Effect. No ERISA Event has occurred or is reasonably expected to occur and (e) occur, except as would not be reasonably likely to have a Material Adverse Effect. Except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of BorrowerHoldings, any of its Subsidiaries or any of their respective ERISA Affiliates, except as would not be reasonably likely to have a Material Adverse Effect. The Except as would not be reasonably likely to have a Material Adverse Effect, the present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by BorrowerHoldings, any of its Subsidiaries or any of their ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan), did not exceed the then-aggregate current aggregate value of the assets of such Pension Plan by more than $150,000,000Plan. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of BorrowerHoldings, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISA, is ERISA would not more than $150,000,000be reasonably likely to have a Material Adverse Effect. Except as could would not be reasonably be expected likely to have a Material Adverse Effect, BorrowerHoldings, each of its Subsidiaries and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) BorrowerCompany, each of its Subsidiaries and each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, (b) each . Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, and nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status, (c) no . No liability to the PBGC (other than required premium paymentspayments and there are no premium payments which have become due which are unpaid), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by BorrowerCompany, any of its Subsidiaries or any of their ERISA Affiliates, (d) no . No ERISA Event has occurred or is reasonably expected to occur and (e) except occur. Except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of BorrowerCompany, any of its Subsidiaries or any of their respective ERISA Affiliates. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by BorrowerCompany, any of its Subsidiaries or any of their ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan), did not exceed the then-aggregate current aggregate value of the assets of such Pension Plan. No Pension Plan by more than $150,000,000is subject to the at-risk requirements in Section 303 of ERISA and Section 430 of the Code and no Multiemployer Plan is subject to the additional funding rules in Section 305 of ERISA and Section 432 of the Code. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of BorrowerCompany, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISA, ERISA is not more than $150,000,000zero. Except as could not reasonably be expected to have a Material Adverse Effect, BorrowerCompany, each of its Subsidiaries and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan. Neither any Credit Party, any of its Subsidiaries or ERISA Affiliates nor any fiduciary of or trustee to any Employee Benefit Plan has engaged in a prohibited transaction as described in Section 406 of ERISA or Section 4975 of the Code.

Employee Benefit Plans. Except as could not reasonably be expected (either individually or in the aggregate) to have a Material Adverse Effectresult in liability to the Credit Parties in excess of $2,500,000 at any time, (a) Borrower, each of its Restricted Subsidiaries and each of their respective ERISA Affiliates are in compliance in all material respects with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, (b) each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, and nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status, (c) no liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by Borrower, any of its Restricted Subsidiaries or any of their ERISA Affiliates, (d) no ERISA Event has occurred or is reasonably expected to occur and occur, (e) except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Borrower, any of its Restricted Subsidiaries or any of their respective ERISA Affiliates. The , (f) the present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by Borrower, any of its Restricted Subsidiaries or any of their ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan), did not exceed the then-aggregate current aggregate value of the assets of such Pension Plan by more than $150,000,000. As Plan, (g) as of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of Borrower, its Restricted Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISAERISA is zero, is not more than $150,000,000. Except as could not reasonably be expected to have a Material Adverse Effect, and (h) Borrower, each of its Restricted Subsidiaries and each of their ERISA Affiliates Affiliates, where applicable, have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) BorrowerHoldings, each of its Subsidiaries and each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, (b) each . Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service or a favorable opinion letter from a prototype plan sponsor, as applicable indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, and nothing has occurred subsequent to the issuance of such determination or opinion letter which would cause such Employee Benefit Plan to lose its qualified status, (c) no . No liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by BorrowerHoldings, any of its Subsidiaries or any of their ERISA Affiliates, (d) no . No ERISA Event has occurred or is reasonably expected to occur and (e) occur. Except as set forth on Schedule 4.19 or except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of BorrowerHoldings, any of its Subsidiaries or any of their respective ERISA Affiliates. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by BorrowerHoldings, any of its Subsidiaries or any of their ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan), did not exceed the then-aggregate current aggregate value of the assets of such Pension Plan by more than $150,000,000an amount that could reasonably be expected to result in a Material Adverse Effect. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of BorrowerHoldings, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISA, is not more than $150,000,000. Except as ERISA could not reasonably be expected to have result in a Material Adverse Effect, Borrower. Holdings, each of its Subsidiaries and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer PlanPlan in a manner that could reasonably be expected to result in a Material Adverse Effect. (b) All Non-U.S. Plans are operated in compliance with all applicable laws, each Credit Party which contributes to a Non-U.S. Plan has paid all required contributions to such Non-U.S. Plan as they fall due, and no action or omission has been or is expected to be taken by any Credit Party nor has any event occurred in relation to a Non-U.S. Plan which has or is reasonably likely to result in liability to any Credit Party to any Governmental Authority. At the request of Administrative Agent, Borrowers shall deliver to Administrative Agent at such times as those reports are prepared in order to comply with the then current statutory or auditing requirement (as applicable either to the trustees of any relevant Non-U.S. Plans or to a Credit

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) BorrowerCompany, each of its Subsidiaries and each of their respective ERISA Affiliates are in compliance in all material respects with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed in all material respects all their obligations under each Employee Benefit Plan, (b) each . Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination or opinion letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, and nothing has occurred subsequent to the issuance of such determination or opinion letter which would cause such Employee Benefit Plan to lose its qualified status, (c) no . No liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by BorrowerCompany, any of its Subsidiaries or any of their ERISA Affiliates, (d) no . No ERISA Event has occurred or is reasonably expected to occur and (e) except occur. Except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of BorrowerCompany, any of its Subsidiaries or any of their respective ERISA Affiliates. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by BorrowerCompany, any of its Subsidiaries or any of their ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan), did not exceed the then-aggregate current aggregate value of the assets of such Pension Plan by more than $150,000,000Plan. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of BorrowerCompany, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISA, ERISA is not more than $150,000,000zero. Except as could not reasonably be expected to have a Material Adverse Effect, BorrowerCompany, each of its Subsidiaries and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each 46 CREDIT AND GUARANTY AGREEMENT Multiemployer Plan and are not in “material "default” " (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) BorrowerHoldings, each of its Subsidiaries Subsidiary and each of their respective ERISA Affiliates are is in compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have has performed all their its obligations under each Employee Benefit Plan, (b) each . Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, and nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status, (c) no . No liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by BorrowerHoldings, any of its Subsidiaries Subsidiary or any of their respective ERISA Affiliates, (d) no . No ERISA Event has occurred or is reasonably expected to occur and (e) except occur. Except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of BorrowerHoldings, any of its Subsidiaries Subsidiary or any of their respective ERISA Affiliates. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by BorrowerHoldings, any of its Subsidiaries Subsidiary or any of their respective ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan), did not exceed the then-aggregate current aggregate value of the assets of such Pension Plan by more than $150,000,000Plan. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of BorrowerHoldings, its the Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISA, ERISA is not more than $150,000,000zero. Except as could not reasonably be expected to have a Material Adverse Effect, BorrowerHoldings, each of its Subsidiaries Subsidiary and each of their respective ERISA Affiliates have has complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are is not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan.

Employee Benefit Plans. (a) Except as could not not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (a) the Borrower, each of its Subsidiaries and each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, (b) each . Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, and nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status, (c) no . No liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by the Borrower, any of its Subsidiaries or any of their ERISA Affiliates, (d) no . No ERISA Event has occurred or is reasonably expected to occur and (e) except occur. Except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of the Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by the Borrower, any of its Subsidiaries or any of their ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan), did not exceed the then-aggregate current aggregate value of the assets of such Pension Plan by more than $150,000,000Plan. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of the Borrower, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISA, ERISA is not more than $150,000,000zero. Except as could not reasonably be expected to have a Material Adverse Effect, The Borrower, each of its Subsidiaries and each of their ERISA Affiliates have materially complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan. (b) Except as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, with respect to each employee benefit plan, program, or other arrangement providing compensation or benefits to any employee or former employee of the Borrower, any of its Subsidiaries or any Related Party, which is subject to the laws of any jurisdiction outside of the United States (the “Foreign Plans”): (i) such Foreign Plan has been and will be maintained in all respects in accordance with all applicable requirements and all applicable laws, (ii) if intended to qualify for special tax treatment, such Foreign Plan meets and will meet all requirements for such treatment, (iii) if intended or required to be funded and/or book-reserved, such Foreign Plan is and will be fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions, and (iv) no liability exists, shall exist or reasonably could be imposed, upon the assets of the Borrower, any of its Subsidiaries or any Related Party by reason of such Foreign Plan.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) BorrowerHoldings, each of its Subsidiaries and each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, (b) each Employee Benefit Plan which is intended except where noncompliance could not be reasonably likely to qualify under Section 401(a) result in liability in excess of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status, (c) no $10,000,000. No liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by BorrowerHoldings, any of its Subsidiaries or any of their ERISA Affiliates, (d) no Affiliates that could reasonably be expected to have a Material Adverse Effect. No ERISA Event has occurred or is reasonably expected to occur and (e) except that is reasonably likely to result in liability in excess of $10,000,000. Except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of BorrowerHoldings, any of its Subsidiaries or any of their respective ERISA Affiliates, except where the failure of such representation to be true and correct could reasonably be expected to result in a Material Adverse Effect. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by BorrowerHoldings, any of its Subsidiaries or any of their ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan), did not exceed the then-aggregate current aggregate value of the assets of such Pension Plan by more than $150,000,000and there has been no determination that any Pension Plan is in “at risk” status, except where the failure of such representation to be true and correct could reasonably be expected to result in a Material Adverse Effect. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of BorrowerHoldings, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISA, ERISA is not more less than $150,000,00010,000,000. Except as could not reasonably be expected to have a Material Adverse Effect, BorrowerHoldings, each of its Subsidiaries and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer PlanPlan except where noncompliance could reasonably be expected to have a Material Adverse Effect.

Employee Benefit Plans. Except In each case, except as could would not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect, (ai) Borrower, each of its the Credit Parties and the Sculptor Subsidiaries and each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, (bii) each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, and nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status, or such Employee Benefit Plan is entitled to reliance on the opinion letter issued to the prototype sponsor by the Internal Revenue Service, (ciii) no liability to the PBGC (other than required premium paymentspayments due but not delinquent), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by Borrower, the Credit Parties or any of its the Sculptor Subsidiaries or any of their ERISA Affiliates, (div) no ERISA Event has occurred or is reasonably expected to occur and occur, (ev) except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Borrower, the Credit Parties or any of its the Sculptor Subsidiaries or any of their respective ERISA Affiliates. The , (vi) the present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by Borrower, any of its Subsidiaries Credit Party or Sculptor Subsidiary or any of their ERISA Affiliates Affiliates, (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan), did not exceed the then-aggregate current aggregate value of the assets of such Pension Plan by more than $150,000,000. As Plan, and (vii) each of the most recent valuation date for each Multiemployer Plan for which Credit Parties or any of the actuarial report is available, the potential liability of Borrower, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISA, is not more than $150,000,000. Except as could not reasonably be expected to have a Material Adverse Effect, Borrower, each of its Sculptor Subsidiaries and each of their respective ERISA Affiliates have has complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are is not in “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) BorrowerLux 1, each of its Subsidiaries and each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, (b) each except for non-compliance which could not reasonably be expected to have a Material Adverse Effect. Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received so qualifies, except for non-compliance which could not reasonably be expected to have a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status, Material Adverse Effect. No (ci) no liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan Service or any trust established under Title IV of ERISA has been or (ii) any Lien is outstanding or is reasonably expected to be incurred by BorrowerLux 1, any of its Subsidiaries or any of their ERISA Affiliates, (d) no Affiliates in connection with any Pension Plan. No ERISA Event has occurred or is reasonably expected to occur and (e) except occur. Except as set forth on Schedule 4.20 or to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of BorrowerLux 1, any of its Subsidiaries or any of their respective ERISA Affiliates. The present value None of the aggregate benefit liabilities under each Pension Plan Plans sponsored, maintained or contributed to by BorrowerLux 1, any and of its Subsidiaries or any of their respective ERISA Affiliates is in “at risk” status (determined as defined in Section 430 of the end Internal Revenue Code or Section 303 of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension PlanERISA), did not exceed the then-current aggregate value of the assets of such Pension Plan by more than $150,000,000. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of BorrowerLux 1, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISA, is not more than $150,000,000. Except as ERISA could not reasonably be expected to have a Material Adverse Effect, Borrower. Lux 1, each of its Subsidiaries and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan, except for non-compliance which could not reasonably be expected to have a Material Adverse Effect. (b) To the extent applicable, each Foreign Plan has been maintained in substantial compliance with its terms and with the requirements of any and all applicable requirements of law and has been maintained, where required, in good standing with applicable regulatory authorities except where any non-compliance could not reasonably be expected to result in a Material Adverse Effect. None of Lux 1 or any of its Subsidiaries or Affiliates has incurred any material liability under any applicable laws by reason of the termination of or withdrawal from any Foreign Plan, and with respect to any Foreign Plan, no other event has occurred or circumstance exists, and no such event or circumstance could reasonably be expected to occur or exist, that could reasonably be expected to give rise to a liability on any of Lux 1, any of its Subsidiaries or Affiliates that would exceed the liabilities properly reflected on each of such entity’s financials as of the Closing Date by an amount that could reasonably be expected to give rise to a Material Adverse Effect.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) The Borrower, each of its Subsidiaries Restricted Subsidiary and each of their respective ERISA Affiliates are is in compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have has performed all their its obligations under each Employee Benefit Plan, (b) each except where such failure to comply or perform, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter or opinion letter from the Internal Revenue Service IRS indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, and nothing has occurred subsequent to the issuance of such determination letter or opinion letter which would cause such Employee Benefit Plan to lose its qualified status, (c) no . No liability to the PBGC (other than required premium payments), the Internal Revenue ServiceIRS, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by the Borrower, any of its Subsidiaries Restricted Subsidiary or any of their respective ERISA Affiliates, (d) no except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No ERISA Event or Foreign Plan Event has occurred or is reasonably expected to occur and (e) occur, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of the Borrower, any of its Subsidiaries Restricted Subsidiary or any of their respective ERISA Affiliates. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by the Borrower, any of its Subsidiaries Restricted Subsidiary or any of their respective ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified used for funding purposes in the most recent actuarial valuation for such Pension Planof Accounting Standards Codification Topic 715), did not exceed the then-aggregate current aggregate value of the assets of such Pension Plan by more than $150,000,000Plan. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of the Borrower, its the Restricted Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e101(l) of ERISA, ERISA is not more than $150,000,000zero. Except as could not reasonably be expected to have a Material Adverse Effect, The Borrower, each of its Subsidiaries Restricted Subsidiary and each of their respective ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are is not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan. None of the Borrower or any of its Subsidiaries is an entity deemed to hold “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA).

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) Borrower, each of its Subsidiaries and each of their respective ERISA Affiliates are Guarantor is in compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit PlanPlan (as defined in Section 3(3) of ERISA), and have performed all their obligations under each Employee Benefit Plan, (b) each . Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, and nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status, (c) no . No liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by Borrower, Guarantor or any of its Subsidiaries or any of their ERISA Affiliates, (d) no . No ERISA Event has occurred or is reasonably expected to occur and (e) except occur. Except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Borrower, Guarantor or any of its Subsidiaries or any of their respective ERISA Affiliates. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by Borrower, Guarantor or any of its Subsidiaries or any of their ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan), did not exceed the then-aggregate current aggregate value of the assets of such Pension Plan by more than $150,000,000Plan. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of Borrower, Guarantor and its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISA, ERISA is not more than $150,000,000zero. Except as could not reasonably be expected to have a Material Adverse Effect, Borrower, Guarantor and each of its Subsidiaries and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) Borrower, each of its Subsidiaries and each of their respective ERISA Affiliates are in compliance in all material respects with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed in all material respects all their obligations under each Employee Benefit Plan, (b) each . Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, and nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status, (c) no . No material liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by Borrower, any of its Subsidiaries or any of their ERISA Affiliates, (d) no . No ERISA Event has occurred or is reasonably expected to occur and (e) except occur. Except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by Borrower, any of its Subsidiaries or any of their ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan), did not materially exceed the then-aggregate current aggregate value of the assets of such Pension Plan by more than $150,000,000Plan. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of Borrower, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISA, ERISA is not materially more than $150,000,000zero. Except as could not reasonably be expected to have a Material Adverse Effect, Borrower, each of its Subsidiaries and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) Borrower, each of its Subsidiaries and each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, (b) each except where such noncompliance or nonperformance could not, individually or in the aggregate, reasonably be expected to result in a material liability to the Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates. Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, and nothing has occurred subsequent to the issuance of such determination letter which would reasonably be expected to cause such Employee Benefit Plan to lose its qualified status, (c) no liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by Borrower, any of its Subsidiaries or any of their ERISA Affiliates, (d) no . No ERISA Event has occurred or is reasonably expected to occur and (e) except occur. Except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, or otherwise funded entirely by the participants thereof, no Employee Benefit Plan provides any material health or welfare life benefits (through the purchase of insurance or otherwise) for any retired or former employee of Borrower, or any of its Subsidiaries or any of their respective ERISA Affiliates. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by Borrower, any of its Subsidiaries or any of their ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan), did not exceed the then-aggregate current aggregate value of the assets of such Pension Plan by more than $150,000,000an amount which, when aggregated with such excesses for all other Pension Plans, is material to the Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of Borrower, its Subsidiaries and their respective ERISA Affiliates for a complete or partial withdrawal from such Multiemployer Plan (within the meaning of Section 4203 or Section 4205 of ERISA), when aggregated with such potential liability for a complete or partial withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISA, is not more than $150,000,000. Except as could not reasonably in an amount that would be expected material to have a Material Adverse Effect, the Borrower, each any of its Subsidiaries or any of their respective ERISA Affiliates. Borrower, its Subsidiaries and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan in all material respects and are not in “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) None of the Plans maintained at any time by either Borrower, each of its Subsidiaries and each of their respective or any ERISA Affiliates are Affiliate thereof or the trusts created thereunder has engaged in compliance with all applicable provisions and requirements of ERISA and the Internal Revenue a Prohibited Transaction which could subject any such Plan or trust to a material tax, liability or penalty on or resulting from Prohibited Transactions imposed under Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, Section 4975 or ERISA. (b) each Employee Benefit Plan which is intended to qualify under Section 401(a) None of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Plans which are employee pension benefit plans maintained at any time by either Borrower, nothing or any ERISA Affiliate thereof, or the trusts created thereunder has occurred subsequent been terminated in a manner that results or could result in a liability to the issuance either Borrower in excess of $50,000, nor has either Borrower, any ERISA Affiliate thereof, or any such determination letter which would cause such Employee Benefit Plan to lose its qualified status, (c) no of either Borrower or any ERISA Affiliate incurred any liability to the PBGC (in excess of $50,000, other than for required premium payments), insurance premiums which have been paid when due; neither a Borrower nor any ERISA Affiliate thereof has withdrawn from or caused a partial withdrawal to occur with respect to any Multiemployer Plan within the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV meanings of Sections 4203 and 4205 of ERISA the effect of which was a liability or potential liability to either Borrower in excess of $50,000; and each Borrower and each ERISA Affiliate has been made or is expected provided for all contributions to be incurred by Borrower, any of its Subsidiaries or any of their ERISA Affiliates, (d) no ERISA Event has occurred or is reasonably expected to occur all employee pension benefit plans which they maintain and (e) except to the extent which were required under Section 4980B of ERISA or the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by Borrower, any of its Subsidiaries or any of their ERISA Affiliates (determined as of the end of the most recent fiscal year under each such plan; no such employee pension benefit plan year on has incurred any Accumulated Funding Deficiency the basis effect of which was a liability or potential liability to either Borrower in excess of $50,000, whether or not waived; nor has there been any Reportable Event, or other event or condition which presents a risk of termination of any such Plan by the actuarial assumptions specified for funding purposes PBGC, which termination could result in the most recent actuarial valuation for such Pension Plan), did not exceed the then-current aggregate a potential liability to either Borrower in excess of $50,000. (c) The present value of all accrued benefits under the assets of such Pension Plan by more than $150,000,000. As Plans, if any, which are employee pension benefit plans did not, as of the most recent valuation date for each Multiemployer Plan for which the actuarial report is availablesuch Plan, the potential liability of Borrower, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISA, is not exceed by more than $150,000,000. Except as could not reasonably be expected 50,000 the then current value of the assets of such Plans allocable to have a Material Adverse Effect, Borrower, such accrued benefits. (d) Each employee pension benefit plan maintained by each of its Subsidiaries Borrower and each of their ERISA Affiliates have complied Affiliate has been administered in accordance with the its terms and is in compliance in all material respects with all applicable requirements of ERISA and other applicable laws, regulations and rulings. (e) As used in this Section 515 of ERISA with respect 4.17 the term "employee Pension benefit Plan" and "accrued benefits" shall have the respective meanings assigned to each Multiemployer Plan and are not them in “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) The Borrower, each of its Subsidiaries and each of their respective ERISA Affiliates are in compliance in all material respects with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, (b) each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to the knowledge of any Executive Officer of the Borrower, nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status, (c) no liability Liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan (except in the ordinary course) or any trust established under Title IV of ERISA has been or is expected to be incurred by Borrower, the Borrower or any of its Subsidiaries Subsidiary or any of their respective ERISA Affiliates, (d) no ERISA Event has occurred or is reasonably expected to occur and (e) except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Borrower, any of its Subsidiaries the Borrower or any Subsidiary or any of their respective ERISA Affiliates. The , (e) the present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by Borrower, the Borrower or any of its Subsidiaries Subsidiary or any of their respective ERISA Affiliates Affiliates, (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan), did not exceed the then-aggregate current aggregate value of the assets of such Pension Plan by more than $150,000,000and (f) no ERISA Event has occurred or is reasonably expected to occur; in each case, except as would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect. As To the extent applicable, each Foreign Plan has been maintained in material compliance with its terms and with the requirements of any and all applicable requirements of Law and has been maintained, where required, in good standing with applicable regulatory authorities except where the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of Borrower, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant failure to Section 4221(e) of ERISA, is not more than $150,000,000. Except as could comply or be maintained in good standing would not reasonably be expected to have a Material Adverse Effect, Borrower, each of its Subsidiaries and each of their ERISA Affiliates have complied . No Credit Party has incurred any obligation in connection with the requirements termination of Section 515 of ERISA with respect or withdrawal from any Foreign Plan that could reasonably be expected to each Multiemployer Plan and are not in “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to have a Multiemployer PlanMaterial Adverse Effect.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) Borrower, each of its Subsidiaries and each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, (b) each except as could not reasonably be expected to have a Material Adverse Effect. Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, and nothing has occurred subsequent to the issuance of such determination letter which would reasonably be expected to cause such Employee Benefit Plan to lose its qualified status, (c) no . No liability to the PBGC (other than required premium paymentspayments due but not delinquent), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by Borrower, any of its Subsidiaries or any of their ERISA Affiliates, (d) no Affiliates except as could not reasonably be expected to have a Material Adverse Effect. No ERISA Event that could reasonably be expected to have a Material Adverse Effect has occurred or is reasonably expected to occur and (e) except occur. Except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Borrower, Borrower or any of its Subsidiaries or any of their respective ERISA AffiliatesSubsidiaries. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by Borrower, any of its Subsidiaries or any of their ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan), did not exceed the then-aggregate current aggregate value of the assets of such Pension Plan by more than $150,000,000Plan. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of Borrower, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e101(l) of ERISA, ERISA is not more than $150,000,000zero. Except as could not reasonably be expected to have a Material Adverse Effect, Borrower, each of its Subsidiaries and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) BorrowerA. Company, each of its Subsidiaries and each of their respective ERISA Affiliates are in material compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan that is not a Multiemployer Plan, and have performed all their material obligations under each Employee Benefit Plan, (b) each . Each Employee Benefit Plan which that is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from been determined by the Internal Revenue Service indicating that to be so qualified in form, as evidenced by a current determination letter, and Company and each of its Subsidiaries and ERISA Affiliates are not aware of any facts pertaining to the operation of any such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, nothing has occurred subsequent to the issuance of such determination letter which that would cause such Employee Benefit Plan to lose its qualified status, (c) no liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is be expected to be incurred by Borrower, result in disqualification of any of its Subsidiaries or any of their ERISA Affiliates, (d) no such plan. B. No ERISA Event has occurred or is reasonably expected to occur and except for such ERISA Events that (ei) except could not reasonably be expected to result in a Material Adverse Effect or (ii) constitute a Disclosed Matter. C. Except to the extent required under Section 4980B of the Internal Revenue Code or similar state lawsexcept as set forth in Schedule 5.11 annexed hereto, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Borrower, Company or any of its Subsidiaries or any of their respective ERISA Affiliates. The present value of Domestic Subsidiaries, other than Employee Benefit Plans that have been taken into account in developing the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed FAS 106 cost figure disclosed to by Borrower, any of its Subsidiaries or any of their ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan), did not exceed the then-current aggregate value of the assets of such Pension Plan by more than $150,000,000. Lenders. D. As of the most recent annual valuation date for any Pension Plan, the amount of unfunded benefit liabilities (as defined in Section 4001 (a)(1 8) of ERISA), individually or in the aggregate for all Pension Plans (excluding for purposes of such computation any Pension Plans with respect to which assets exceed benefit liabilities), would not, were Company to be required to immediately fund such unfunded benefit liabilities on a plan termination basis, have a Material Adverse Effect. E. As of the most recent annual valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of BorrowerCompany, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e422 1(e) of ERISA, is not more than $150,000,000. Except as could not reasonably would not, were Company to be expected required to immediately fund such liabilities, have a Material Adverse Effect, Borrower, each of its Subsidiaries and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) Borrower, each of its Restricted Subsidiaries and each of their respective ERISA Affiliates are in material compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under administered and operated each Employee Benefit Plan, (b) each Plan materially in accordance with its terms. Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status, (c) no . No liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or reasonably is expected to be incurred by Borrower, any of its Restricted Subsidiaries or any of their ERISA Affiliates, (d) no . No ERISA Event has occurred or is reasonably expected to occur and (e) except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Borrower, any of its Subsidiaries or any of their respective ERISA Affiliatesoccur. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by Borrower, any of its Restricted Subsidiaries or any of their ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan), did not exceed the then-aggregate current aggregate value of the assets of such Pension Plan by more than $150,000,000Plan. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of Borrower, its Restricted Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISA, ERISA is not more than $150,000,000zero. Except as could not reasonably be expected to have a Material Adverse Effect, Borrower, each of its Restricted Subsidiaries and each of their ERISA Affiliates have complied (if and to the extent applicable) with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) Borrower, The Borrower and each of its Subsidiaries and each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, (b) each . Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, and nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status, (c) no . No liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by the Borrower, any of its Subsidiaries or any of their ERISA Affiliates, (d) no . No ERISA Event has occurred or is reasonably expected to occur and (e) except occur. Except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by Borrower, any of its Subsidiaries or any of their ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan), did not exceed the then-aggregate current aggregate value of the assets of such Pension Plan by more than $150,000,000Plan. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of Borrower, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISA, ERISA is not more than $150,000,000zero. Except as could not reasonably be expected to have a Material Adverse Effect, Borrower, each of its Subsidiaries and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan.

Employee Benefit Plans. Except as could is not reasonably be expected likely to have a Material Adverse Effect, : (a) Borrower, each of its Subsidiaries and each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, ; (b) each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, and nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status, ; (c) no liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by Borrower, any of its Subsidiaries or any of their ERISA Affiliates, ; (d) no ERISA Event has occurred or is reasonably expected likely to occur occur; and (e) except Borrower, each of its Subsidiaries and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan. Except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by Borrower, any of its Subsidiaries or any of their ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan), did not exceed the then-aggregate current aggregate value of the assets of such Pension Plan by more than $150,000,000Plan. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of Borrower, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISA, ERISA is not more than $150,000,000. Except as could not reasonably be expected to have a Material Adverse Effect, Borrower, each of its Subsidiaries and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan.zero

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) BorrowerAll benefit and compensation plans, each contracts, policies or arrangements covering current or former employees of WFD and its Subsidiaries and each current or former directors of their respective ERISA Affiliates are in compliance with all applicable provisions WFD and requirements its Subsidiaries including, but not limited to, “employee benefit plans” within the meaning of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit PlanSection 3(3) of ERISA, and have performed all their obligations under each Employee deferred compensation, stock option, stock purchase, stock appreciation rights, stock based, incentive and bonus plans (the “WFD Benefit PlanPlans”), are identified in WFD Disclosure Schedule 4.18(a). (b) To the Knowledge of WFD, each Employee WFD Benefit Plan has been operated and administered in all material respects in accordance with its terms and with applicable law, including, but not limited to, ERISA, the Code, the Securities Act, the Exchange Act, the Age Discrimination in Employment Act, COBRA, HIPAA, and any regulations or rules promulgated thereunder, and all material filings, disclosures and notices required by ERISA, the Code, the Securities Act, the Exchange Act, the Age Discrimination in Employment Act, COBRA, and HIPAA and any other applicable law have been timely made or any interest, fines, penalties or other impositions for late filings have been paid in full. Other than as set forth in WFD Disclosure Schedule 4.18(b), each WFD Benefit Plan which is intended to qualify be qualified under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that IRS, and WFD is not aware of any circumstances which are reasonably likely to result in revocation of any such Employee Benefit Plan favorable determination letter. There is so qualified andno material pending or, to the knowledge Knowledge of BorrowerWFD, nothing has occurred subsequent threatened action, suit or claim relating to any of the issuance WFD Benefit Plans (other than routine claims for benefits). Neither WFD nor any of such determination letter which would cause such Employee its Subsidiaries have engaged in a transaction, or omitted to take any action, with respect to any WFD Benefit Plan that would reasonably be expected to lose its qualified status, subject WFD or any Subsidiary to a material unpaid tax or penalty imposed by either Section 4975 of the Code or Section 502 of ERISA. (c) no No liability to the PBGC (any Governmental Entity, other than required premium payments)PBGC premiums arising in the ordinary course of business, the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by Borrower, any of its Subsidiaries WFD or any Subsidiary with respect to any WFD Benefit Plan which is subject to Title IV of their ERISA Affiliates, (d“WFD Defined Benefit Plan”) no ERISA Event has occurred currently or formerly maintained by WFD or any entity which is reasonably expected to occur and (e) except to the extent required considered one employer with WFD under Section 4980B 4001(b)(1) of ERISA or Section 414 of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for an “WFD ERISA Affiliate”). Neither WFD nor any retired or former employee of Borrower, any of its Subsidiaries or any of their respective WFD ERISA Affiliates. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or Affiliate has contributed to by Borrower, any “multiemployer plan,” as defined in Section 3(37) of its Subsidiaries or any ERISA. No notice of their ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan), did not exceed the then-current aggregate value of the assets of such Pension Plan by more than $150,000,000. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of Borrower, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (“reportable event,” within the meaning of Section 4203 4043 of ERISA)ERISA for which the 30-day reporting requirement has not been waived, when aggregated has been required to be filed for any WFD Defined Benefit Plan or by any WFD ERISA Affiliate within the 12 month period ending on the date hereof or will be required to be filed in connection with such potential liability for a complete withdrawal from all Multiemployer Plansthe transactions contemplated by this Agreement. No WFD Defined Benefit Plan or single-employer plan of any WFD ERISA Affiliate has an “accumulated funding deficiency” (whether or not waived) within the meaning of Section 412 of the Code or Section 302 of ERISA and no ERISA Affiliate has an outstanding funding waiver. WFD has not provided, based on information available and is not required to provide, security to any WFD Defined Benefit Plan or to any single-employer plan of an ERISA Affiliate pursuant to Section 4221(e401(a)(29) of ERISAthe Code. (d) All contributions required to be made under the terms of any WFD Benefit Plan have been timely made, is not more than $150,000,000and all anticipated contributions and funding obligations are accrued on WFD’s consolidated financial statements to the extent required by GAAP. Except as could not reasonably be expected to have a Material Adverse Effect, Borrower, each of WFD and its Subsidiaries have expensed and accrued as a liability the present value of future benefits under each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer applicable WFD Benefit Plan and are not in “default” (for financial reporting purposes as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Planrequired by GAAP.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) Borrower, Holdings and each of its Subsidiaries and each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, (b) each except as would not reasonably be expected to have a Material Adverse Effect. Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, and nothing has occurred subsequent to the issuance of such determination letter which would reasonably be expected to cause such Employee Benefit Plan to lose its qualified status, (c) no . No liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan (other than the payment of benefits in the ordinary course) or any trust established under Title IV of ERISA has been or is expected to be incurred by BorrowerHoldings, any of its Subsidiaries or any of their respective ERISA Affiliates, (d) no except as would not reasonably be expected to have a Material Adverse Effect. No ERISA Event has occurred or is reasonably expected to occur and (e) occur, except as would not reasonably be expected to have a Material Adverse Effect. Except to the extent required under Section 4980B of the Internal Revenue Code or similar state lawslaws or as set forth on Schedule 4.20, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of BorrowerHoldings, any of its Subsidiaries or any of their respective ERISA Affiliates. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by Borrower, any of its Subsidiaries or any of their ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan), did not exceed the then-current aggregate value of the assets of such Pension Plan by more than $150,000,000. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of Borrower, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISA, is not more than $150,000,000. Except as could not reasonably be expected to have a Material Adverse Effect, BorrowerHoldings, each of its Subsidiaries and each of their ERISA Affiliates have complied in all material respects with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in “material "default” " (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) BorrowerHoldings, each of its Subsidiaries and each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, (b) each Plan except for instances of noncompliance that could not reasonably be expected to have a Material Adverse Effect. Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, and nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status, (c) no status and reasonably be expected to have a Material Adverse Effect. No liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan (other than contributions in the ordinary course) or any trust established under Title IV of ERISA has been or is expected to be incurred by BorrowerHoldings, any of its Subsidiaries or any of their ERISA Affiliates, (d) no Affiliates except for liabilities that could not reasonably be expected to have a Material Adverse Effect. No ERISA Event has occurred or is reasonably expected to occur and (e) except that could reasonably be expected to have a Material Adverse Effect. Except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no liability exists under any Employee Benefit Plan which provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of BorrowerHoldings, any of its Subsidiaries or any of their respective ERISA AffiliatesAffiliates except for liabilities that could not reasonably be expected to have a Material Adverse Effect. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by BorrowerHoldings, any of its Subsidiaries or any of their ERISA Affiliates Affiliates, (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan), did not exceed the then-aggregate current aggregate value of the assets of such Pension Plan by more than $150,000,000except when such excess could not reasonably be expected to have a Material Adverse Effect. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of BorrowerHoldings, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISA, ERISA is not more than $150,000,000. Except as zero except when such liability could not reasonably be expected to have a Material Adverse Effect, Borrower. Holdings, each of its Subsidiaries and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in “material "default” " (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan, except for instances of default that could not reasonably be expected to have a Material Adverse Effect.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) The Borrower, each of its Subsidiaries and each of their respective ERISA Affiliates are in compliance in all material respects with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed in all material respects all their obligations under each Employee Benefit Plan, (b) each . Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received or requested a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, and nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status, (c) no . No material liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by the Borrower, any of its Subsidiaries or any of their ERISA Affiliates, (d) no . No ERISA Event has occurred or is reasonably expected to occur and (e) except occur. Except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of the Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by the Borrower, any of its Subsidiaries or any of their ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan), ) did not materially exceed the then-aggregate current aggregate value of the assets of such Pension Plan by more than $150,000,000Plan. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of the Borrower, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISA, ERISA is not materially more than $150,000,000zero. Except as could not reasonably be expected to have a Material Adverse Effect, The Borrower, each of its Subsidiaries and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan. Neither the Borrower nor any Subsidiary has received any notice or is otherwise aware that its Foreign Pension Plans are not in compliance with their terms or with the requirements of any applicable laws, statutes, rules, regulations and orders, and the aggregate unfunded liabilities with respect to such Foreign Pension Plans would not reasonably be expected to result in a Material Adverse Effect.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) BorrowerCompany, each of its Subsidiaries and each of their respective ERISA Affiliates are in compliance in all material respects with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, except for any such failure that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, and have performed all their obligations under each Employee Benefit Plan, (b) each . Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, and nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status, (c) no . No liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by BorrowerCompany, any of its Subsidiaries or any of their ERISA Affiliates, (d) no . No ERISA Event has occurred or is reasonably expected to occur and (e) except occur. Except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of BorrowerCompany, any of its Subsidiaries or any of their respective ERISA Affiliates. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by BorrowerCompany, any of its Subsidiaries or any of their ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan), did not exceed the then-aggregate current aggregate value of the assets of such Pension Plan by more than $150,000,000Plan. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of BorrowerCompany, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISA, ERISA is not more than $150,000,000zero. Except as could not reasonably be expected to have a Material Adverse Effect, BorrowerCompany, each of its Subsidiaries and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) Borrower, each of its Subsidiaries Each Group Member and each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, (b) each other than as would not reasonably be expected to have a Material Adverse Effect. Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, and nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status, (c) no in each case, other than as would not reasonably be expected to have a Material Adverse Effect. No material liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan (other than in the ordinary course) or any trust established under Title IV of ERISA has been or is expected to be incurred by Borrower, any of its Subsidiaries Group Member or any of their respective ERISA Affiliates, (d) no Affiliates with respect to any Employee Benefit Plan. No ERISA Event or Foreign Plan Event has occurred or is reasonably expected to occur and (e) except where such ERISA Event or Foreign Plan Event would reasonably be expected to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Borrower, any of its Subsidiaries or any of their respective ERISA Affiliateshave a Material Adverse Effect. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by Borrower, any of its Subsidiaries Group Member or any of their respective ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan), ) did not exceed the then-aggregate current aggregate fair market value of the assets of such Pension Plan by more than $150,000,000Plan, where such circumstance would reasonably be expected to have a Material Adverse Effect. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is availablePlan, the potential liability of Borrower, the Group and its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 or Section 4205 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISA, is does not more than exceed $150,000,00025,000,000. Except as could not reasonably be expected to have a Material Adverse Effect, Borrower, each of its Subsidiaries Each Group Member and each of their ERISA Affiliates have materially complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan. To the extent applicable, each Foreign Plan has been maintained in substantial compliance with its terms and with the requirements of any and all applicable all laws, rules, regulations and orders of any Governmental Authority and has been maintained, where required, in good standing with applicable regulatory authorities, other than as would reasonably be expected to have a Material Adverse Effect. Each Foreign Plan which is required under all applicable laws, rules, regulations and orders of any Governmental Authority to be funded satisfies in all material respects any applicable funding standard under all applicable laws, rules, regulations and orders of any Governmental Authority. For each Foreign Plan which is not funded or which is not required to be fully funded under all applicable laws, rules regulations and orders of any Governmental Authority, the unfunded obligations of such Foreign Plan are properly accrued in all material respects. Neither any Loan Party nor any of its Subsidiaries is or has at any time been the employer, or connected or associated with the employer (as those terms are used in the UK Pensions Act 2004) in relation to a UK defined benefit pension plan.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) BorrowerParent, each of its Subsidiaries and each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, (b) each . Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, and nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status, (c) no . No liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by BorrowerParent, any of its Subsidiaries or any of their ERISA Affiliates, (d) no . No ERISA Event has occurred or is reasonably expected to occur and (e) except occur. Except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of BorrowerParent, any of its Subsidiaries or any of their respective ERISA Affiliates. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by BorrowerParent, any of its Subsidiaries or any of their ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan), did not exceed the then-aggregate current aggregate value of the assets of such Pension Plan by more than $150,000,000Plan. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of BorrowerParent, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISA, ERISA is not more than $150,000,000zero. Except as could not reasonably be expected to have a Material Adverse Effect, BorrowerParent, each of its Subsidiaries and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) BorrowerThe Borrowers, each of its their Subsidiaries and each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, (b) each except where such non-compliance or non-performance would not reasonably be expected to result in a Material Adverse Effect. Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, and nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status, (c) no status that would reasonably be expected to result in a Material Adverse Effect. No liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by BorrowerBorrowers, any of its their Subsidiaries or any of their ERISA Affiliates, (d) no Affiliates except to the extent reflected on the consolidated financial statements of the Lead Borrower and its Subsidiaries and the notes thereto. No ERISA Event has occurred or is reasonably expected to occur and (e) except that would reasonably be expected to result in a Material Adverse Effect. Except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of BorrowerBorrowers, any of its their Subsidiaries or any of their respective ERISA Affiliates. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by Borrowerthe Borrowers, any of its their Subsidiaries or any of their ERISA Affiliates Affiliates, (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan), did not exceed the then-aggregate current aggregate value of the assets of such Pension Plan by more than $150,000,000Plan. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of Borrowerthe Borrowers, its their Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISAERISA is zero. The Borrowers, is not more than $150,000,000. Except as could not reasonably be expected to have a Material Adverse Effect, Borrower, each of its their Subsidiaries and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) Borrower, each A. Each of the Borrower and its Subsidiaries and each of their respective ERISA Affiliates are is in material compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, (b) each Plan in all material respects. Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that or has submitted or will submit a request for such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, nothing has occurred subsequent to the issuance of such a determination letter which would cause such Employee Benefit Plan to lose its qualified status, (c) no within the applicable remedial amendment period. B. No material liability to the PBGC (other than required premium payments), ) or the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA Service has been or is expected to be incurred by Borrower, the Borrower or any of its Subsidiaries or ERISA Affiliates with respect to any of their ERISA AffiliatesEmployee Benefit Plan, (d) and no ERISA Event has occurred or is reasonably expected to occur and (e) except to occur, the extent required under Section 4980B of the Internal Revenue Code liability for which has not been satisfied in full or similar state laws, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates. is immaterial in amount. C. The present value of the aggregate accrued benefit liabilities under each Pension Plan sponsored, maintained or contributed to by Borrower, the Borrower or any of its Subsidiaries or any of their ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan)) as shown in the most recent Schedule B, and taken in the aggregate, did not exceed the then-aggregate current aggregate value of the assets of such Pension Plan Plans by more than $150,000,000. 85,000,000. D. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of Borrower, the Borrower or any of its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISA, ERISA is not more than $150,000,000. Except as could not reasonably be expected to have a Material Adverse Effect, Borrower, be material. The Borrower and each of its Subsidiaries and each of their ERISA Affiliates have complied in all material respects with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) BorrowerParent, each of its Subsidiaries Subsidiaries, and each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, Plan and have performed all their obligations under each Employee Benefit PlanPlan except, (b) in each case, where failure to do so, individually or in the aggregate, could not be reasonably expected to have a Material Adverse Effect. Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified andqualified, to the knowledge of Borrower, and nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status, (c) no . No liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by BorrowerParent, any of its Subsidiaries Subsidiaries, or any of their ERISA Affiliates, (d) no except, in each case, for a liability or liabilities that could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect. No ERISA Event has occurred or is reasonably expected to occur and (e) except occur. Except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of BorrowerParent, any of its Subsidiaries Subsidiaries, or any of their respective ERISA Affiliates. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained maintained, or contributed to by BorrowerParent, any of its Subsidiaries Subsidiaries, or any of their ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan), did not exceed the then-aggregate current aggregate value of the assets of such Pension Plan by more than $150,000,000Plan. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of BorrowerParent, its Subsidiaries Subsidiaries, and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISA, ERISA is not more than $150,000,000zero. Except as could not reasonably be expected to have a Material Adverse Effect, BorrowerParent, each of its Subsidiaries Subsidiaries, and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (aA) Borrower, each of its Subsidiaries Each Loan Party and each of their respective ERISA Affiliates are in material compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, (b) each except where the failure to comply or perform could not reasonably be expected to result in a Material Adverse Effect. Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such IRS and nothing, to the best knowledge of the Loan Parties, has occurred with respect to the operation of an Employee Benefit Plan is so qualified and, to since the knowledge of Borrower, nothing has occurred subsequent to the issuance date of such determination letter which would cause such Employee Benefit Plan to lose its qualified status, (c) no liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is reasonably be expected to cause it to be incurred by Borrower, any of its Subsidiaries no longer valid or any of their ERISA Affiliates, effective. (dB) no No ERISA Event has occurred or is reasonably expected to occur and that could reasonably be expected to have a Material Adverse Effect. (eC) except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by Borrower, any of its Subsidiaries or any of their ERISA Affiliates (determined as of the end As of the most recent plan year on valuation date for any Pension Plan, the basis amount of the actuarial assumptions specified for funding purposes unfunded benefit liabilities (as defined in Section 4001(a)(18) of ERISA), individually or in the most recent actuarial valuation aggregate for all Pension Plans (excluding for purposes of such computation any Pension PlanPlans with respect to which assets exceed benefit liabilities), did does not exceed the then-current aggregate value of the assets of such Pension Plan by more than $150,000,000. an amount, which if immediately due and payable, could reasonably be expected to have a Material Adverse Effect. (D) As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is availablehas been provided to Borrowers, the potential liability of Borrower, its Subsidiaries Loan Parties and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISA, is not more than $150,000,000. Except as could not reasonably be expected to have a Material Adverse Effect, Borrower, each of its Subsidiaries and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) Borrower, each of its Subsidiaries and each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, (b) each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status, (c) no liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by Borrower, any of its Subsidiaries or any of their ERISA Affiliates, (d) no No ERISA Event has occurred or is reasonably expected to occur and (e) except that, when taken together with all other such ERISA Events, could reasonably be expected to the extent required under Section 4980B result in liability of the Internal Revenue Code any Company or similar state laws, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Borrower, any of its Subsidiaries ERISA Affiliates or the imposition of a Lien on any of their respective the property of any Company, which liability or Lien could in any event have a Material Adverse Effect. The present value of all accumulated benefit obligations of all underfunded Plans (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed by more than $250,000 the fair market value of the property of all such underfunded Plans. Using actuarial assumptions and computation methods consistent with subpart I of subtitle E of Title IV of ERISA, the aggregate liabilities of each Company or its ERISA AffiliatesAffiliates to 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, could not reasonably be expected to result in a Material Adverse Effect. To the extent applicable, each Foreign Plan has been maintained in substantial compliance with its terms and with the requirements of any and all applicable Requirements of Law and has been maintained, where required, in good standing with applicable regulatory authorities. No Company has incurred any material obligation in connection with the termination of or withdrawal from any Foreign Plan. The present value of the aggregate accrued benefit liabilities (whether or not vested) under each Pension Foreign Plan sponsoredwhich is funded, maintained or contributed to by Borrower, any of its Subsidiaries or any of their ERISA Affiliates (determined as of the end of the most recent plan recently ended fiscal year of the respective Company on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan)assumptions, each of which is reasonable, did not exceed the then-current aggregate value of the assets property of such Pension Plan by more than $150,000,000. As of the most recent valuation date Foreign Plan, and for each Multiemployer Foreign Plan for which the actuarial report is availablenot funded, the potential liability obligations of Borrower, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Foreign Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISA, is not more than $150,000,000. Except as could not reasonably be expected to have a Material Adverse Effect, Borrower, each of its Subsidiaries and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Planproperly accrued.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) BorrowerThe Company, each of its Subsidiaries and each of their respective ERISA Affiliates are in material compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, (b) each Employee Benefit . Each Pension Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Pension Plan is so qualified and, to the knowledge of Borrower, and nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Pension Plan to lose its qualified status, (c) no . No material liability to the PBGC (other than required premium payments), ) or the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA Service has been or is expected to be incurred by Borrowerthe Company, any of its Subsidiaries or any of their ERISA Affiliates, (d) no . No ERISA Event has occurred or is reasonably expected to occur and (e) except occur. Except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Borrowerthe Company, any of its Subsidiaries or any of their respective ERISA Affiliates. The present value No Pension Plan has become subject to the funding based benefit restrictions under Section 436 of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by Borrower, any of its Subsidiaries or any of their ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan), did not exceed the then-current aggregate value of the assets of such Pension Plan by more than $150,000,000Code. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of BorrowerCompany, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISA, ERISA is not more greater than $150,000,00025,000. Except as could not reasonably be expected to have a Material Adverse Effect, BorrowerThe Company, each of its Subsidiaries and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in “material "default” " (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) BorrowerHoldings, each of its Subsidiaries and each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, (b) each Plan except as is not reasonably likely to have a Material Adverse Effect. Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, and to the knowledge of Borrower, Holdings nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status, (c) no . No liability to the PBGC (other than required premium payments), ) or the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by BorrowerHoldings, any of its Subsidiaries or any of their ERISA Affiliates, (d) no Affiliates except as is not reasonably likely to have a Material Adverse Effect. No ERISA Event that is reasonably likely to give rise to a Material Adverse Effect has occurred or is reasonably expected to occur and (eoccur. Except with respect to the Employee Benefit Plans set forth on Schedule 4.19(a) or except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Borrower, Holdings or any of its Subsidiaries or any of their respective ERISA Affiliatesexcept as is not reasonably likely to have a Material Adverse Effect. The Except with respect to the Pension Plans set forth on Schedule 4.19(b), the present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by BorrowerHoldings, any of its Subsidiaries or any of their ERISA Affiliates Affiliates, (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan), did not exceed the then-aggregate current aggregate value of the assets of such Pension Plan by more than $150,000,000an amount that is likely to give rise to a Material Adverse Effect. As To the knowledge of the most recent valuation date for each Multiemployer Plan for which the actuarial report is availableHoldings, the potential liability of BorrowerHoldings, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such all Multiemployer Plan Plans (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant ) would not be an amount that would give rise to Section 4221(e) of ERISA, is not more than $150,000,000. Except as could not reasonably be expected to have a Material Adverse Effect, Borrower. Holdings, each of its Subsidiaries and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer PlanPlan except as is not reasonably likely to have a Material Adverse Effect.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) Borrower, each of its Subsidiaries the Guarantors and each of their respective ERISA Affiliates are in material compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their material obligations under each Employee Benefit Plan, (b) each . Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and, to or is comprised of a master or prototype plan that has received a favorable opinion letter from the knowledge of Borrower, Internal Revenue Service and nothing has occurred subsequent to the issuance of such determination letter or opinion letter which would cause such Employee Benefit Plan to lose its qualified status, (c) no . No material liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by Borrower, any of its Subsidiaries the Guarantors or any of their ERISA Affiliates, (d) no . No ERISA Event has occurred or is reasonably expected to occur and (e) except occur. Except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Borrower, any of its Subsidiaries Borrower or any of their respective ERISA Affiliatesthe Guarantors. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by Borrower, any of its Subsidiaries the Guarantors or any of their ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan), did not exceed the then-aggregate current aggregate value of the assets of such Pension Plan by more than $150,000,000Plan. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of Borrower, its Subsidiaries the Guarantors and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISA, is not more than $150,000,000. Except as could not reasonably be expected to have a Material Adverse Effect, Borrower, each of its Subsidiaries and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan.to

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) BorrowerA. Company, each of its Subsidiaries and each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan that is not a Multiemployer Plan, and have performed all their obligations under each Employee Benefit Plan, (b) each . Each Employee Benefit Plan which that is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from been determined by the Internal Revenue Service indicating that to be so qualified in form, as evidenced by a current determination letter, and Company and each of its Subsidiaries and ERISA Affiliates are not aware of any facts pertaining to the operation of any such Employee Benefit Plan is so qualified and, to the knowledge of Borrower, nothing has occurred subsequent to the issuance of such determination letter which that would cause such Employee Benefit Plan to lose its qualified status, (c) no liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is be expected to be incurred by Borrower, result in disqualification of any of its Subsidiaries or any of their ERISA Affiliates, (d) no such plan. B. No ERISA Event has occurred or is reasonably expected to occur and except for such ERISA Events that (ei) except could not reasonably be expected to result in a Material Adverse Effect or (ii) constitute a Disclosed Matter. C. Except to the extent required under Section 4980B of the Internal Revenue Code or similar state lawsexcept as set forth in Schedule 5.11 annexed hereto, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Borrower, Company or any of its Subsidiaries or any of their respective ERISA Affiliates. The present value of Domestic Subsidiaries, other than Employee Benefit Plans that have been taken into account in developing the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed FAS 106 cost figure disclosed to by Borrower, any of its Subsidiaries or any of their ERISA Affiliates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan), did not exceed the then-current aggregate value of the assets of such Pension Plan by more than $150,000,000. Lenders. D. As of the most recent annual valuation date for any Pension Plan, the amount of unfunded benefit liabilities (as defined in Section 4001 (a)(1 8) of ERISA), individually or in the aggregate for all Pension Plans (excluding for purposes of such computation any Pension Plans with respect to which assets exceed benefit liabilities), would not, were Company to be required to immediately fund such unfunded benefit liabilities on a plan termination basis, have a Material Adverse Effect. E. As of the most recent annual valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of BorrowerCompany, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e422 1(e) of ERISA, is not more than $150,000,000. Except as could not reasonably would not, were Company to be expected required to immediately fund such liabilities, have a Material Adverse Effect, Borrower, each of its Subsidiaries and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan.

Employee Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, (a) A. Borrower, each of its Subsidiaries and each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, (b) each . Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified andqualified, except where the failure to the knowledge of Borrower, nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status, (c) no liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is so qualify could not reasonably be expected to be incurred by Borrower, any of its Subsidiaries or any of their ERISA Affiliates, (d) no have a Material Adverse Effect. B. No ERISA Event has occurred or is reasonably expected to occur and (e) except occur. C. Except to the extent required under Section 4980B of the Internal Revenue Code or similar state lawsCode, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained unless Borrower or contributed to by Borrower, any of its Subsidiaries or have expressly reserved the right to terminate such benefits at any of their ERISA Affiliates (determined as of the end time. D. As of the most recent plan year on valuation date for any Pension Plan, the basis amount of the actuarial assumptions specified for funding purposes unfunded benefit liabilities (as defined in Section 4001(a)(18) of ERISA), individually or in the most recent actuarial valuation aggregate for all Pension Plans (excluding for purposes of such computation any Pension PlanPlans with respect to which assets exceed benefit liabilities), did does not exceed the then-current aggregate value of the assets of such Pension Plan by more than $150,000,000. an amount which could not reasonably be expected to have a Material Adverse Effect. E. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of Borrower, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISA, is does not more than $150,000,000. Except as exceed an amount which could not reasonably be expected to have a Material Adverse Effect, Borrower, each of its Subsidiaries and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan.