Common use of Employee Benefits Plans Clause in Contracts

Employee Benefits Plans. Schedule 6.11 hereto identifies each ERISA Plan as of the Closing Date. No ERISA Event has occurred or is reasonably expected to occur with respect to an ERISA Plan. No Controlled Group member has failed to make a required material installment or other required material payment under Section 412(a) of the Code on or before the due date or within a reasonable time after such due date. No Controlled Group member has failed to make contributions to an ERISA Plan that is a Multiemployer Plan in accordance with the applicable governing documents which is reasonably likely to result in a material liability to the Controlled Group member. No Benefit Plan (other than a Multiemployer Plan) has any accumulated funding deficiency (as defined in Section 412(a) of the Code). None of the Companies have adopted or plans to adopt any amendments that could reasonably result in a material increase in the cost of providing benefits under the ERISA Plan. With respect to each ERISA Plan (other than a Multiemployer Plan) that is intended to be qualified under Code Section 401(a), (a) the ERISA Plan and any associated trust operationally comply (or as soon as reasonably practicable are corrected to comply) with the applicable requirements of Code Section 401(a); (b) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “remedial amendment period” available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); (c) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “remedial amendment period” has not yet expired; (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject to any retroactive amendment that may be made within the above-described “remedial amendment period”; and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972. With respect to any Pension Plan, the “accumulated benefit obligation” of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employees Accounting for Pensions”) does not exceed the fair market value of Pension Plan assets by an amount that would have a Material Adverse Effect. Each Foreign Employee Benefit Plan is in compliance in all material respects with all laws, regulations and rules applicable thereto and the respective requirements of the governing documents for Foreign Employee Benefit Plan. With respect to any Foreign Employee Benefit Plan, reasonable reserves have been established in accordance with local laws or prudent business practice or where required by ordinary accounting practices in the jurisdiction in which Foreign Employee Benefit Plan is maintained.

Employee Benefits Plans. Schedule 6.11 7.14 hereto identifies as of the date hereof each ERISA Plan sponsored or maintained by a Company or BRJ Seller. Except as of the Closing Date. No would not reasonably be expected to have a Material Adverse Effect: (a) no ERISA Event has occurred or is reasonably expected to occur with respect to an ERISA Plan. No ; (b) payment has been made of all amounts which a Controlled Group member has failed is required, under applicable law or under the governing documents, to make have been paid as a required material installment contribution to or other required material payment a benefit under Section 412(aeach ERISA Plan; (c) the liability of the Code on or before the due date or within a reasonable time after such due date. No each Controlled Group member has failed with respect to make contributions to an each ERISA Plan that is a Multiemployer Plan in accordance with the applicable governing documents which is reasonably likely to result in a material liability has been fully funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for on its financial statements to the Controlled Group member. No Benefit Plan extent required by GAAP; and (other than a Multiemployer Pland) has any accumulated funding deficiency (as defined in Section 412(a) of the Code). None of the Companies to our knowledge, no changes have adopted occurred or plans are expected to adopt any amendments occur that could reasonably result in a material would cause an increase in the cost of providing benefits under the any ERISA Plan. With Except as would not reasonably be expected to have a Material Adverse Effect, with respect to each ERISA Plan (other than a Multiemployer Plan) that is intended to be qualified under Code Section 401(a), ): (ai) there has been no non-compliance by the ERISA Plan and any associated trust operationally comply (or as soon as reasonably practicable are corrected to comply) with the applicable requirements of Code Section 401(a); , (bii) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “remedial amendment period” available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); , (ciii) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “remedial amendment period” has not yet expired; , (div) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject without regard to any retroactive amendment that may be made within the above-described “remedial amendment period”; , and (ev) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972. With Except as would not reasonably be expected to have a Material Adverse Effect, with respect to any Pension Plan, the “accumulated benefit obligation” of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employees Employers’ Accounting for Pensions”) does not exceed the fair market value of Pension Plan assets by an amount that assets. Except as would not reasonably be expected to have a Material Adverse Effect. Each Foreign Employee Benefit Plan is in compliance in all material respects with all laws, regulations and rules applicable thereto and the respective requirements of the governing documents for Foreign Employee Benefit Plan. With respect to any Foreign Employee Benefit Plan, reasonable reserves have been established in accordance with local laws no Controlled Group Member has or prudent business practice or where required by ordinary accounting practices has had in the jurisdiction in which Foreign Employee Benefit Plan is maintainedpast, an obligation to contribute to a Multiemployer Plan.

Employee Benefits Plans. Schedule 6.11 hereto identifies each ERISA Plan as of the Closing Date. No ERISA Event has occurred or is reasonably expected to occur with respect to an ERISA Plan. No Full payment has been made of all amounts that a Controlled Group member has failed is required, under applicable law or under the governing documents, to make have paid as a required material installment contribution to or other required material payment a benefit under Section 412(a) each ERISA Plan. The liability of the Code on or before the due date or within a reasonable time after such due date. No each Controlled Group member has failed with respect to make contributions to an each ERISA Plan that is a Multiemployer Plan in accordance with the applicable governing documents which is reasonably likely to result in a material liability to the Controlled Group memberhas been fully funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for on its financial statements. No Benefit Plan (other than a Multiemployer Plan) has any accumulated funding deficiency (as defined in Section 412(a) of the Code). None of the Companies changes have adopted occurred or plans are expected to adopt any amendments occur that could reasonably result in would cause a material increase in the cost of providing benefits under the ERISA Plan. With respect to each ERISA Plan (other than a Multiemployer Plan) that is intended to be qualified under Code Section 401(a), (a) the ERISA Plan and any associated trust operationally comply (or as soon as reasonably practicable are corrected to comply) with the applicable requirements of Code Section 401(a); (b) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “remedial amendment period” available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); (c) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “remedial amendment period” has not yet expired; (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject without regard to any retroactive amendment that may be made within the above-described “remedial amendment period”; and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972. With respect to any Pension Plan, the “accumulated benefit obligation” of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employees Employers’ Accounting for Pensions”) does not exceed the fair market value of Pension Plan assets by an amount that would have a Material Adverse Effect. Each Foreign Employee Benefit Plan is in compliance in all material respects with all laws, regulations and rules applicable thereto and the respective requirements of the governing documents for Foreign Employee Benefit Plan. With respect to any Foreign Employee Benefit Plan, reasonable reserves have been established in accordance with local laws or prudent business practice or where required by ordinary accounting practices in the jurisdiction in which Foreign Employee Benefit Plan is maintainedassets.

Employee Benefits Plans. Schedule 6.11 hereto identifies Full payment has been made of all amounts which a Controlled Group member is required, under applicable law or under the governing documents, to have been paid as a contribution to or a benefit under each ERISA Plan. The liability of each Controlled Group member with respect to each Plan as of the Closing Datehas been fully funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for on its financial statements. No ERISA Event has changes have occurred or is reasonably are expected to occur with respect to an ERISA Plan. No Controlled Group member has failed to make a required material installment or other required material payment under Section 412(a) of the Code on or before the due date or within a reasonable time after such due date. No Controlled Group member has failed to make contributions to an ERISA Plan that is a Multiemployer Plan in accordance with the applicable governing documents which is reasonably likely to result in a material liability to the Controlled Group member. No Benefit Plan (other than a Multiemployer Plan) has any accumulated funding deficiency (as defined in Section 412(a) of the Code). None of the Companies have adopted or plans to adopt any amendments that could reasonably result in would cause a material increase in the cost of providing benefits under the ERISA Plan. With respect to each ERISA Plan (other than a Multiemployer Plan) that is intended to be qualified under Code Section 401(a), ): (a) the ERISA Plan and any associated trust operationally comply (or as soon as reasonably practicable are corrected to comply) with the applicable requirements of Code Section 401(a); , (b) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “"remedial amendment period” " available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); , (c) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-above- described “"remedial amendment period” " has not yet expired; , (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject without regard to any retroactive amendment that may be made within the above-described “"remedial amendment period”; ", and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972. With respect to any Pension Plan, the “"accumulated benefit obligation” " of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employees "Employers' Accounting for Pensions”") does not exceed the fair market value of Pension Plan assets by an amount that would assets, or if it does, it does not have a Material Adverse Effectmaterial adverse effect on the Companies taken as whole. Each Foreign Employee Benefit Neither Borrower nor any Controlled Group member has had a complete or partial withdrawal from any Multiemployer Plan is which has resulted in compliance in all material respects with all lawsliability to Borrower which has not been satisfied, regulations and rules applicable thereto and the respective requirements of the governing documents for Foreign Employee Benefit Plan. With respect neither Borrower nor any Controlled Group member would become subject to any Foreign Employee Benefit Plan, reasonable reserves have been established in accordance with local laws material liability under ERISA if Borrower or prudent business practice such Controlled Group member were to withdraw completely from all such Multiemployer Plans to which Borrower or where required by ordinary accounting practices in the jurisdiction in which Foreign Employee Benefit Plan is maintainedany Controlled Member contributes or has an obligation to contribute.

Employee Benefits Plans. Schedule 6.11 hereto identifies each No ERISA Plan as Event has occurred prior to the Closing Date that is unresolved and that has not been waived pursuant to the provisions of the Closing DateOriginal Credit Agreement that individually or in the aggregate has or could reasonably be expected to have a Material Adverse Effect. No other ERISA Event has occurred or is reasonably expected to occur with respect to an ERISA PlanPlan that has not been waived pursuant to the provisions of the Original Credit Agreement that individually or in the aggregate has or could reasonably be expected to have a Material Adverse Effect. No All payments that a Controlled Group member has failed is required, under applicable law or under the governing documents, to make as a required material installment contribution to or other required material a benefit under each ERISA Plan have been made except for such payments the non-payment under Section 412(a) of which, individually or in the Code on aggregate, have not had or before the due date or within could not reasonably be expected to have a reasonable time after such due dateMaterial Adverse Effect. No All liabilities of each Controlled Group member has failed with respect to make contributions to an each ERISA Plan that is a Multiemployer Plan in accordance with the applicable governing documents which is reasonably likely to result in a material liability have been fully funded based upon reasonable and proper actuarial assumptions, have been fully insured, or have been fully reserved for on its financial statements, except to the Controlled Group memberextent to which any failure to so fund, insure or reserve has not or could not reasonably be expected to have a Material Adverse Effect. No Benefit Plan (other than a Multiemployer Plan) has any accumulated funding deficiency (as defined in Section 412(a) of the Code). None of the Companies changes have adopted occurred or plans are expected to adopt any amendments occur that could reasonably result in a material would cause an increase in the cost of providing benefits under the any ERISA Plan, except to the extent any such increases individually or in the aggregate do not have or could not reasonably be expected to have a Material Adverse Effect. With respect to each ERISA Plan (other than a Multiemployer Plan) that is intended to be qualified under Code Section 401(a), ): (a) the ERISA Plan and any associated trust operationally comply (or as soon as reasonably practicable are corrected to comply) with the applicable requirements of Code Section 401(a); , (b) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “remedial amendment period” available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); , (c) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “remedial amendment period” has not yet expired; , (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject without regard to any retroactive amendment that may be made within the above-described “remedial amendment amendment” period”; , and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972; provided, however, that an ERISA Plan and any associated trust shall not be treated as having failed to meet any of the requirements set forth in preceding items (a) through (e), if the failure is correctable under Part IV or V of Revenue Procedure 2006-27 or a subsequent Revenue Procedure or if the failure has not had or could not reasonably be expected to have a Material Adverse Effect. With respect to any Pension Plan, the “accumulated benefit obligation” of Controlled Group members with respect to the such Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employees Employers' Accounting for Pensions”) does not exceed the fair market value of Pension Plan assets by an amount that would individually or in the aggregate has or could reasonably be expected to have a Material Adverse Effect. Each Foreign Employee Benefit Plan is in compliance in all material respects with all laws, regulations and rules applicable thereto and the respective requirements of the governing documents for Foreign Employee Benefit Plan. With respect to any Foreign Employee Benefit Plan, reasonable reserves have been established in accordance with local laws or prudent business practice or where required by ordinary accounting practices in the jurisdiction in which Foreign Employee Benefit Plan is maintained.

Employee Benefits Plans. Schedule 6.11 hereto identifies each ERISA Plan as of the Closing Date. No ERISA Event has occurred or is reasonably expected to occur which would reasonably be expected to have a Material Adverse Effect. Full payment has been made of all amounts which a Controlled Group member is required, under applicable law or under the governing documents, to have been paid as a contribution to or a benefit under each ERISA Plan that presents a risk of the imposition of material liability on a Company or of the imposition of a Lien on the assets of a Company. The liability of each Controlled Group member with respect to an each such ERISA PlanPlan has been fully funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for on its financial statements. No Controlled Group member has failed changes have occurred or are expected to make a required material installment or other required material payment under Section 412(a) of the Code on or before the due date or within a reasonable time after such due date. No Controlled Group member has failed to make contributions to an ERISA Plan occur that is a Multiemployer Plan in accordance with the applicable governing documents which is reasonably likely to result in a material liability to the Controlled Group member. No Benefit Plan (other than a Multiemployer Plan) has any accumulated funding deficiency (as defined in Section 412(a) of the Code). None of the Companies have adopted or plans to adopt any amendments that could reasonably result in would cause a material increase in the cost of providing benefits under the any such ERISA Plan. With respect to each ERISA Plan (other than established or maintained by a Multiemployer Plan) Company that is intended to be qualified under Code Section 401(a), (a) the ERISA Plan and any associated trust operationally comply (or as soon as reasonably practicable are corrected to comply) with the applicable requirements of Code Section 401(a)) in all material respects; (b) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “remedial amendment period” available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); (c) the ERISA Plan and any associated trust have received a favorable determination or opinion letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) in all material respects and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “remedial amendment period” has not yet expired; (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject without regard to any retroactive amendment that may be made within the above-described “remedial amendment period”; and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972. With respect to any Pension Plan, the “accumulated benefit obligation” of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employees Employers’ Accounting for Pensions”) does not exceed the fair market value of Pension Plan assets by an amount that would have a Material Adverse Effectassets. Each Foreign Employee Benefit No ERISA Plan is in compliance in all material respects with all laws, regulations and rules applicable thereto and a Pension Plan that is subject to Title IV of ERISA or to the respective minimum funding requirements of the governing documents for Foreign Employee Benefit Plan. With respect to any Foreign Employee Benefit Plan, reasonable reserves have been established in accordance with local laws Code Section 412 or prudent business practice or where required by ordinary accounting practices in the jurisdiction in which Foreign Employee Benefit Plan is maintainedERISA Section 302.

Employee Benefits Plans. Schedule 6.11 hereto identifies each ERISA Plan as of the Closing Date. 4.8.1 No ERISA Event has occurred or is reasonably expected to occur with respect to an ERISA Plan. No Controlled Group member has failed to make a required material installment or other required material payment under Section 412(a) of the Code on or before the due date or within a reasonable time after such due date. No Controlled Group member has failed to make contributions to an ERISA Plan that is a Multiemployer Plan in accordance with the applicable governing documents which is reasonably likely to result in a material liability to the Controlled Group member. No Benefit Plan (other than a Multiemployer Plan) has any accumulated funding deficiency “reportable event” (as defined in Section 412(a4043(b) of ERISA) (whether or not waived) has occurred or is continuing with respect to any “employee pension benefit plan” (as defined in Section 3 of ERISA) maintained for employees of the CodeBorrower (a “Pension Benefit Plan”). 4.8.2 No prohibited transaction (within the meaning of Section 406 of ERISA) has occurred with respect to any Pension Benefit Plan or any other “employee benefit plan” (as defined in Section 3 of ERISA) (together with a Pension Benefit Plan, an “Employee Plan”) maintained for employees of the Borrower and covered by Part 4 of the Subtitle B of Title I of ERISA. 4.8.3 With respect to each Pension Benefit Plan, the amount for which the Borrower would be liable pursuant to the provisions of Sections 4062, 4063 or 4064 of ERISA would be zero if such plans terminated on the date of this Agreement. The accumulated benefit obligation under all defined benefit plans of the Borrower was less than the fair value of the assets of those plans. 4.8.4 The Borrower is not now, nor has been during the preceding five (5) years, a contributing employer to a “multiemployer plan” (as defined in Section 4001(a)(3) of ERISA) (a “Multiemployer Plan”). The Borrower has not (a) ceased operations at a facility so as to become subject to the provisions of Section 4062(f) of ERISA, (b) withdrawn as a substantial employer so as to become subject to the provisions of Section 4063 of ERISA, (c) ceased making contributions on or before the date hereof to any Pension Benefit Plan subject to the provisions of Section 4064(a) of ERISA to which the Borrower made contributions during any of the five (5) years prior to the date hereof, (d) incurred or caused to occur a “complete withdrawal” (within the meaning of Section 4203 of ERISA) or a “partial withdrawal” (within the meaning of Section 4205 of ERISA) from a Multiemployer Plan that is a Pension Benefit Plan so as to incur withdrawal liability under Section 4201 of ERISA (without regard to subsequent reduction or waiver of such liability under Sections 4207 or 4208 of ERISA), or (e) been a party to any transaction or agreement under which the provisions of Section 4204 of ERISA were applicable. 4.8.5 No notice of intent to terminate a Pension Benefit Plan has been filed, nor has any Plan been terminated, pursuant to the provisions of Section 4041(f) of ERISA. 4.8.6 The PBGC has not instituted proceedings to terminate (or appoint a trustee to administer) a Pension Benefit Plan and no event has occurred or condition exists which might constitute grounds under the provisions of Section 4042 of ERISA for the termination of (or the appointment of a trustee to administer) any such Plan. 4.8.7 The Borrower does not maintain and has never maintained any Pension Benefit Plan that is subject to the provisions of Title I, Subtitle B, Part 3 of ERISA. 4.8.8 There are no actions, suits or claims pending (other than routine claims for benefits) or, to the knowledge of the Borrower, which could reasonably be expected to be asserted, against any Employee Plan or the assets of any such plan. No civil or criminal action brought pursuant to the provisions of Title I, Subtitle B, Part 5 of ERISA is pending or, to the best knowledge of the Borrower, threatened against any fiduciary of any Employee Plan. None of the Companies Employee Plans or any fiduciary thereof has been the direct or indirect subject of an audit, investigation or examination by any governmental or quasi-governmental agency. 4.8.9 All of the Employee Plans comply currently, and have adopted or plans to adopt any amendments that could reasonably result in a material increase complied in the cost of providing benefits under the ERISA Plan. With respect past, in all material respects both as to each ERISA Plan (other than a Multiemployer Plan) that is intended to be qualified under Code Section 401(a)form and operation, (a) the ERISA Plan with their terms and any associated trust operationally comply (or as soon as reasonably practicable are corrected to comply) with the provisions of ERISA and the Internal Revenue Code of 1986, and all other applicable requirements laws, rules and regulations (including, but not limited to, the Tax Reform Act of Code Section 401(a1986 and all subsequent federal legislation affecting qualified plans generally); (b) all necessary governmental approvals for the ERISA Plan and any associated trust Employee Plans have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “remedial amendment period” available under Code Section 401(b) (as extended under Treasury Regulations obtained and other Treasury pronouncements upon which taxpayers may rely); (c) the ERISA Plan and any associated trust have received a favorable determination letter from as to the qualification under Section 401(a) of such Code of each of the Pension Benefit Plans and each amendment thereto has been made by the Internal Revenue Service stating that and a recognition of exemption from federal income taxation under Section 510(a) of the ERISA Plan qualifies under Code Section 401(a), that of each of the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “remedial amendment period” has not yet expired; (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject to any retroactive amendment that may be made funded welfare benefit plans within the above-described “remedial amendment period”; meaning of Section 3(1) of ERISA has been made by the Internal Revenue Service, and (e) no contribution made to nothing has occurred since the ERISA Plan is subject to an excise tax under Code Section 4972. With respect to any Pension Plan, the “accumulated benefit obligation” date of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employees Accounting for Pensions”) does not exceed the fair market value of Pension Plan assets by an amount each such determination or recognition letter that would have a Material Adverse Effect. Each Foreign Employee Benefit Plan is in compliance in all material respects with all laws, regulations and rules applicable thereto and the respective requirements of the governing documents for Foreign Employee Benefit Plan. With respect to any Foreign Employee Benefit Plan, reasonable reserves have been established in accordance with local laws or prudent business practice or where required by ordinary accounting practices in the jurisdiction in which Foreign Employee Benefit Plan is maintainedadversely affect such qualification.

Employee Benefits Plans. (a) Schedule 6.11 hereto identifies 4.13(a) lists each ERISA Plan as of the Closing Date. No ERISA Event has occurred or is reasonably expected to occur with respect to an ERISA Plan. No Controlled Group member has failed to make a required material installment or other required material payment under Section 412(a) of the Code on or before the due date or within a reasonable time after such due date. No Controlled Group member has failed to make contributions to an ERISA Plan that is a Multiemployer Plan in accordance with the applicable governing documents which is reasonably likely to result in a material liability to the Controlled Group member. No Benefit Plan (other than a Multiemployer Plan) has any accumulated funding deficiency “employee benefit plan” (as defined in Section 412(a3(3) of the CodeEmployee Retirement Income Security Act of 1974, as amended (“ERISA”)) and any other material employee benefit plan or agreement sponsored and maintained by any Latisys Company for the benefit of any Business Employee (including their eligible dependents and beneficiaries) (each, a “Company Benefit Plan”). None Each Latisys Company has made available to Purchaser correct and complete copies of the Companies have adopted or plans to adopt any amendments that could reasonably result in a material increase (i) each Company Benefit Plan (or, in the cost case of providing benefits under any such Company Benefit Plan that is unwritten, descriptions thereof), (ii) the ERISA Plan. With most recent annual reports on Form 5500 required to be filed with the IRS with respect to each ERISA Company Benefit Plan (if any such report was required), (iii) the most recent summary plan description for each Company Benefit Plan for which such summary plan description is required and (iv) each trust agreement and insurance or group annuity contract relating to any Company Benefit Plan. Each Company Benefit Plan has been administered in all respects in accordance with its terms and the applicable provisions of ERISA, the Code and all other than applicable Laws, except for any noncompliance that would not reasonably be expected to have a Multiemployer Material Adverse Effect, and the Latisys Companies have performed and complied in all material respects with all of their obligations under or with respect to each Company Benefit Plan. (b) (i) Each Company Benefit Plan that is intended to be qualified under Code Section 401(a), (a) of the ERISA Plan and any associated trust operationally comply (or as soon as reasonably practicable are corrected to comply) with the applicable requirements of Code Section 401(a); (b) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “remedial amendment period” available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); (c) the ERISA Plan and any associated trust have has received a favorable determination letter from the Internal Revenue Service stating or is comprised of a master or prototype plan that has received a favorable opinion letter from the IRS, and (ii) no event has occurred since the date of the most recent determination letter or application therefor relating to any such Company Benefit Plan that would reasonably be expected to adversely affect the qualified status of such Company Benefit Plan. (c) None of the Company Benefit Plans is subject to Title IV of ERISA Plan qualifies under or the minimum funding requirements of Section 412 of the Code or Section 401(a), that 302 of ERISA. None of the associated trust qualifies under Code Company Benefit Plans is a “multiemployer plan” within the meaning of Section 501(a3(37) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “remedial amendment period” has not yet expired; of ERISA. (d) The representations and warranties set forth in this Section 4.13 are the ERISA Plan currently satisfies the requirements of Code Section 410(b)sole and exclusive representations and warranties pertaining or relating to employee benefit matters, subject and no other representation or warranty set forth herein shall be read or construed as to any retroactive amendment that may be made within the above-described “remedial amendment period”; and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972. With respect to any Pension Plan, the “accumulated address employee benefit obligation” of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employees Accounting for Pensions”) does not exceed the fair market value of Pension Plan assets by an amount that would have a Material Adverse Effect. Each Foreign Employee Benefit Plan is in compliance in all material respects with all laws, regulations and rules applicable thereto and the respective requirements of the governing documents for Foreign Employee Benefit Plan. With respect to any Foreign Employee Benefit Plan, reasonable reserves have been established in accordance with local laws or prudent business practice or where required by ordinary accounting practices in the jurisdiction in which Foreign Employee Benefit Plan is maintainedmatters.

Employee Benefits Plans. Schedule 6.11 hereto identifies each ERISA Plan as of the Closing Date. No material ERISA Event has occurred or is reasonably expected to occur with respect to an ERISA Plan. No Full payment has been made of all amounts that a Controlled Group member has failed is required, under applicable Law or under the governing documents, to make have paid as a required material installment contribution to or other required material payment a benefit under Section 412(a) each ERISA Plan. The liability of the Code on or before the due date or within a reasonable time after such due date. No each Controlled Group member has failed with respect to make contributions to an each ERISA Plan that is a Multiemployer Plan in accordance with the applicable governing documents which is reasonably likely to result in a material liability to the Controlled Group memberhas been fully funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for on its financial statements. No Benefit Plan (other than a Multiemployer Plan) has any accumulated funding deficiency (as defined in Section 412(a) of the Code). None of the Companies changes have adopted occurred or plans are expected to adopt any amendments occur that could reasonably result in would cause a material increase in the cost of providing benefits under the ERISA Plan. With respect to each ERISA Plan (other than a Multiemployer Plan) that is intended to be qualified under Code Section 401(a), (ai) the ERISA Plan and any associated trust operationally comply (or as soon as reasonably practicable are corrected to comply) with the applicable requirements of Code Section 401(a); (bii) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “remedial amendment period” available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); (ciii) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service IRS stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “remedial amendment period” has not yet expired; (div) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject without regard to any retroactive amendment that may be made within the above-described “remedial amendment period”; and (ev) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972. With respect to any Pension Plan, the “accumulated benefit obligation” of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employees Employers’ Accounting for Pensions”) does not exceed the fair market value of Pension Plan assets by an amount that would have a Material Adverse Effect. Each Foreign Employee Benefit Plan is in compliance in all material respects with all laws, regulations and rules applicable thereto and the respective requirements of the governing documents for Foreign Employee Benefit Plan. With respect to any Foreign Employee Benefit Plan, reasonable reserves have been established in accordance with local laws or prudent business practice or where required by ordinary accounting practices in the jurisdiction in which Foreign Employee Benefit Plan is maintainedassets.

Employee Benefits Plans. Schedule 6.11 hereto identifies each ERISA Plan as of the Closing Date. No ERISA Event has occurred or is reasonably expected to occur with respect to an ERISA PlanPlan that could reasonably be expected to have a Material Adverse Effect. No Except as could not reasonably be expected to have a Material Adverse Effect, (a) full payment has been made of all amounts that each Controlled Group member has failed is required, under applicable law or under the governing documents, to make have paid as a required material installment contribution to or other required material payment a benefit under Section 412(aeach ERISA Plan; (b) the liability of the Code on or before the due date or within a reasonable time after such due date. No each Controlled Group member has failed with respect to make contributions to an each ERISA Plan has been fully funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for on its financial statements, and (c) no changes have occurred or are expected to occur that is a Multiemployer Plan in accordance with the applicable governing documents which is reasonably likely to result in a material liability to the Controlled Group member. No Benefit Plan (other than a Multiemployer Plan) has any accumulated funding deficiency (as defined in Section 412(a) of the Code). None of the Companies have adopted or plans to adopt any amendments that could reasonably result in would cause a material increase in the cost of providing benefits under the ERISA Plan. With respect to each ERISA Plan (other than a Multiemployer Plan) that is intended to be qualified under Code Section 401(a), except as could not reasonably be expected to have a Material Adverse Effect, (ai) the ERISA Plan and any associated trust operationally comply (or as soon as reasonably practicable are corrected to comply) with the applicable requirements of Code Section 401(a); (bii) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “remedial amendment period” available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); (ciii) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating or is in the form of a prototype or volume submitter plan that is the ERISA Plan qualifies under Code Section 401(a), that subject of a favorable opinion letter from the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k)Internal Revenue Service, unless the ERISA Plan was first adopted at a time for which the above-described above‑described “remedial amendment period” has not yet expiredexpired and subject to changes the Internal Revenue Service makes to the determination letter process; (div) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject to any retroactive amendment that may be made within the above-described “remedial amendment period”; and (ev) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972. With respect to any Pension Plan, the “accumulated benefit obligation” of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employees Employers’ Accounting for Pensions”, as amended) does not exceed the fair market value of Pension Plan assets by an amount that would reasonably be expected to have a Material Adverse Effect. Each Foreign Employee Benefit Plan is in compliance in all material respects with all lawsThe Borrower represents that, regulations and rules applicable thereto and the respective requirements as of the governing documents date hereof and throughout the term of this Agreement, no Credit Party is (1) an employee benefit plan subject to Title I of ERISA, (2) a plan or account subject to Section 4975 of the Code; (3) an entity deemed to hold “plan assets” of any such plans or accounts for Foreign Employee Benefit Plan. With respect to any Foreign Employee Benefit Plan, reasonable reserves have been established in accordance with local laws purposes of ERISA or prudent business practice the Code; or where required by ordinary accounting practices in (4) a “governmental plan” within the jurisdiction in which Foreign Employee Benefit Plan is maintainedmeaning of ERISA.

Employee Benefits Plans. Schedule 6.11 hereto identifies each ERISA Plan as of the Closing Date. No ERISA Event has occurred or is reasonably expected to occur with respect to an ERISA Plan. No Full payment has been made of all amounts that a Controlled Group member has failed is required, under applicable law or under the governing documents, to make have paid as a required material installment contribution to or other required material payment a benefit under Section 412(a) each ERISA Plan. The liability of the Code on or before the due date or within a reasonable time after such due date. No each Controlled Group member has failed with respect to make contributions to an each ERISA Plan that is a Multiemployer Plan in accordance with the applicable governing documents has been funded based upon reasonable and proper actuarial assumptions, has been insured, or has been fully reserved for on its financial statements other than any failure to fund or failure to insure or reserve which is reasonably likely to result in a material liability to the Controlled Group membernot material. No Benefit Plan (other than a Multiemployer Plan) has any accumulated funding deficiency (as defined in Section 412(a) of the Code). None of the Companies changes have adopted occurred or plans are expected to adopt any amendments occur that could reasonably result in would cause a material increase in the cost of providing benefits under the ERISA Plan. With respect to each ERISA Plan (other than a Multiemployer Plan) that is intended to be qualified under Code Section 401(a), (a) the ERISA Plan and any associated trust operationally comply (or as soon as reasonably practicable are corrected to comply) in all material respects with the applicable requirements of Code Section 401(a); (b) the ERISA Plan and any associated trust have been amended to comply in all material respects with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “remedial amendment period” available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); (c) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “remedial amendment period” has not yet expiredexpired or an application for a favorable determination is pending; (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject to any retroactive amendment that may be made within the above-described “remedial amendment period”; and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972. With respect to any Pension Plan, the “accumulated benefit obligation” of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employees Employers’ Accounting for Pensions”) does not exceed the fair market value of Pension Plan assets by an any amount that which would be material. As used in this Section 6.9 “material” shall have a Material Adverse Effect. Each Foreign Employee Benefit Plan is the meaning ascribed thereto in compliance in all material respects with all laws, regulations and rules applicable thereto and the respective requirements of the governing documents for Foreign Employee Benefit Plan. With respect to any Foreign Employee Benefit Plan, reasonable reserves have been established in accordance with local laws or prudent business practice or where required by ordinary accounting practices in the jurisdiction in which Foreign Employee Benefit Plan is maintainedSection 5.6 hereof.

Employee Benefits Plans. Schedule 6.11 hereto 4.10 identifies each ERISA Plan as of the Closing Date. No ERISA Event has occurred or is could reasonably be expected to occur with respect to an ERISA Plan. No Full payment has been made of all amounts that a Controlled Group member has failed is required, under Applicable Law or under the governing documents, to make have paid as a required material installment contribution to or other required material payment a benefit under Section 412(a) each ERISA Plan. As of the Code on or before most recent date of release of the due date or within a reasonable time after financial statements for each Controlled Group member, the liability of such due date. No Controlled Group member has failed with respect to make contributions to an each ERISA Plan that is a Multiemployer Plan in accordance with the applicable governing documents which is reasonably likely to result in a material liability to the Controlled Group memberhas been fully funded based upon reasonable and proper actuarial assumptions or has been fully insured. No Benefit Plan (other than a Multiemployer Plan) has any accumulated funding deficiency (as defined in Section 412(a) of the Code). None of the Companies changes have adopted or plans to adopt any amendments occurred that could reasonably result in would cause a material increase in the cost of providing benefits under the any ERISA Plan. With respect to each ERISA Plan (other than a Multiemployer Plan) that is intended to be qualified under Code Section 401(a), ) of the IR Code: (a) the such ERISA Plan and any associated trust operationally comply (or as soon as reasonably practicable are corrected to comply) in all respects with the applicable requirements of Code Section 401(a)) of the IR Code; (b) the such ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “remedial amendment period” available under Code Section 401(b) of the IR Code (as extended under Treasury Regulations regulations and other Treasury pronouncements upon which taxpayers may rely); (c) the such ERISA Plan and any associated trust have received a favorable determination or opinion letter from the Internal Revenue Service IRS stating that the such ERISA Plan qualifies under Code Section 401(a)) of the IR Code, that the associated trust qualifies under Code Section 501(a) of the IR Code and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k)) of the IR Code, unless the such ERISA Plan was first adopted at a time for which the above-described “remedial amendment period” has not yet expired; (d) the such ERISA Plan currently satisfies the requirements of Code Section 410(b)) of the IR Code, subject without regard to any retroactive amendment that may be made within the above-described “remedial amendment period”; and (e) no contribution made to the such ERISA Plan is subject to an excise tax under Code Section 49724972 of the IR Code. With respect to any Pension Plan, there are no unfunded benefit liabilities as defined in Section 4001(a)(18) of ERISA and the “accumulated benefit obligation” of Controlled Group members with respect to the such Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employees Employers’ Accounting for Pensions”) does not exceed the fair market value of Pension Plan assets by an amount that would have a Material Adverse Effect. Each Foreign Employee Benefit Plan is in compliance in all material respects with all laws, regulations and rules applicable thereto and the respective requirements of the governing documents for Foreign Employee Benefit Plan. With respect to any Foreign Employee Benefit Plan, reasonable reserves have been established in accordance with local laws or prudent business practice or where required by ordinary accounting practices in the jurisdiction in which Foreign Employee Benefit Plan is maintainedassets.

Employee Benefits Plans. Schedule 6.11 hereto identifies each ERISA Plan as of the Closing Date. No ERISA Event has occurred or is reasonably expected to occur with respect to an ERISA Plan. No Full payment has been made of all amounts that a Controlled Group member has failed is required, under applicable Law or under the governing documents, to make have paid as a required material installment contribution to or other required material payment a benefit under Section 412(a) each ERISA Plan. The liability of the Code on or before the due date or within a reasonable time after such due date. No each Controlled Group member has failed with respect to make contributions to an each ERISA Plan that is a Multiemployer Plan in accordance with the applicable governing documents which is reasonably likely to result in a material liability to the Controlled Group memberhas been fully funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for on its financial statements. No Benefit Plan (other than a Multiemployer Plan) has any accumulated funding deficiency (as defined in Section 412(a) of the Code). None of the Companies changes have adopted occurred or plans are expected to adopt any amendments occur that could reasonably result in would cause a material increase in the cost of providing benefits under the ERISA Plan. With respect to each ERISA Plan (other than a Multiemployer Plan) that is intended to be qualified under Code Section 401(a), (a) the ERISA Plan and any associated trust operationally comply (or as soon as reasonably practicable are corrected to comply) in all material respects with the applicable requirements of Code Section 401(a); (b) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “remedial amendment period” available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); (c) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “remedial amendment period” has not yet expired; (d) the ERISA Plan currently satisfies satisfies, in all material respects, the requirements of Code Section 410(b), subject without regard to any retroactive amendment that may be made within the above-described “remedial amendment period”; and (e) no contribution made to the ERISA Plan is subject to an a material excise tax under Code Section 4972. With respect to any Pension Plan, the “accumulated benefit obligation” of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employees Employers’ Accounting for Pensions”) does not exceed the fair market value of Pension Plan assets by an amount that would assets. Any reference to “material” in this Section 6.11 shall have a Material Adverse Effect. Each Foreign Employee Benefit Plan is in compliance in all the same meaning as material respects with all laws, regulations and rules applicable thereto and the respective requirements of the governing documents for Foreign Employee Benefit Plan. With respect to any Foreign Employee Benefit Plan, reasonable reserves have been established in accordance with local laws or prudent business practice or where required by ordinary accounting practices in the jurisdiction in which Foreign Employee Benefit Plan is maintainedunder Section 5.6 hereof.

Employee Benefits Plans. Schedule 6.11 6.10 hereto identifies each ERISA Plan as of the Closing DateDate covering employees of a Company. No ERISA Event has occurred or is reasonably expected to occur with respect to an ERISA Plan. No Full payment has been made of all amounts that a Controlled Group member has failed is required, under applicable law or under the governing documents, to make have paid as a required material installment contribution to or other required material payment a benefit under Section 412(a) each ERISA Plan. The liability of the Code on or before the due date or within a reasonable time after such due date. No each Controlled Group member has failed with respect to make contributions to an each ERISA Plan that is a Multiemployer Plan in accordance with the applicable governing documents which is reasonably likely to result in a material liability has been funded to the Controlled Group member. No Benefit Plan (other than a Multiemployer Plan) extent required by law, based upon reasonable and proper actuarial assumptions, has any accumulated funding deficiency (as defined in Section 412(a) of the Code). None of the Companies have adopted been fully insured, or plans to adopt any amendments that could reasonably result in a material increase in the cost of providing benefits under the ERISA Planhas been fully reserved for on its financial statements. With respect to each ERISA Plan (other than a Multiemployer Plan) that is intended to be qualified under Code Section 401(a), (a) the ERISA Plan and any associated trust operationally comply (or as soon as reasonably practicable are corrected to comply) in all material respects with the applicable requirements of Code Section 401(a); (b) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “remedial amendment period” available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); (c) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “remedial amendment period” has not yet expired; (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject to any retroactive amendment that may be made within the above-described “remedial amendment period”; and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972. With respect to any Pension Plan, the “accumulated benefit obligation” of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employees Employers’ Accounting for Pensions”) does not not, in any material way, exceed the fair market value of Pension Plan assets by an amount that would have a Material Adverse Effect. Each Foreign Employee Benefit Plan is in compliance in all material respects with all laws, regulations and rules applicable thereto and the respective requirements of the governing documents for Foreign Employee Benefit Plan. With respect to any Foreign Employee Benefit Plan, reasonable reserves have been established in accordance with local laws or prudent business practice or where required by ordinary accounting practices in the jurisdiction in which Foreign Employee Benefit Plan is maintainedassets.

Employee Benefits Plans. Schedule 6.11 7.14 hereto identifies as of the date hereof each ERISA Plan sponsored or maintained by a Company. Except as of the Closing Date. No would not reasonably be expected to have a Material Adverse Effect: (a) no ERISA Event has occurred or is reasonably expected to occur with respect to an ERISA Plan. No ; (b) payment has been made of all amounts which a Controlled Group member has failed is required, under applicable law or under the governing documents, to make have been paid as a required material installment contribution to or other required material payment a benefit under Section 412(aeach ERISA Plan; (c) the liability of the Code on or before the due date or within a reasonable time after such due date. No each Controlled Group member has failed with respect to make contributions to an each ERISA Plan that is a Multiemployer Plan in accordance with the applicable governing documents which is reasonably likely to result in a material liability has been fully funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for on its financial statements to the Controlled Group member. No Benefit Plan extent required by GAAP; and (other than a Multiemployer Pland) has any accumulated funding deficiency (as defined in Section 412(a) of the Code). None of the Companies to our knowledge, no changes have adopted occurred or plans are expected to adopt any amendments occur that could reasonably result in a material would cause an increase in the cost of providing benefits under the any ERISA Plan. With Except as would not reasonably be expected to have a Material Adverse Effect, with respect to each ERISA Plan (other than a Multiemployer Plan) that is intended to be qualified under Code Section 401(a), ): (ai) there has been no non-compliance by the ERISA Plan and any associated trust operationally comply (or as soon as reasonably practicable are corrected to comply) with the applicable requirements of Code Section 401(a); , (bii) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “remedial amendment period” available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); , (ciii) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “remedial amendment period” has not yet expired; , (div) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject without regard to any retroactive amendment that may be made within the above-described “remedial amendment period”; , and (ev) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972. With Except as would not reasonably be expected to have a Material Adverse Effect, with respect to any Pension Plan, the “accumulated benefit obligation” of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employees Employers’ Accounting for Pensions”) does not exceed the fair market value of Pension Plan assets by an amount that assets. Except as would not reasonably be expected to have a Material Adverse Effect. Each Foreign Employee Benefit Plan is in compliance in all material respects with all laws, regulations and rules applicable thereto and the respective requirements of the governing documents for Foreign Employee Benefit Plan. With respect to any Foreign Employee Benefit Plan, reasonable reserves have been established in accordance with local laws no Controlled Group Member has or prudent business practice or where required by ordinary accounting practices has had in the jurisdiction in which Foreign Employee Benefit Plan is maintainedpast, an obligation to contribute to a Multiemployer Plan.

Employee Benefits Plans. Schedule 6.11 hereto SCHEDULE 6.10 identifies each ERISA Plan as of the Closing DatePlan. No ERISA Event has occurred or is reasonably expected to occur with respect to an ERISA Plan. No Full payment has been made of all amounts which a Controlled Group member has failed is required, under applicable law or under the governing documents, to make have been paid as a required material installment contribution to or other required material payment a benefit under Section 412(a) each ERISA Plan. The liability of the Code on or before the due date or within a reasonable time after such due date. No each Controlled Group member has failed with respect to make contributions to an each ERISA Plan that is a Multiemployer Plan in accordance with the applicable governing documents which is reasonably likely to result in a material liability to the Controlled Group memberhas been fully funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for on its financial statements. No Benefit Plan (other than a Multiemployer Plan) has any accumulated funding deficiency (as defined in Section 412(a) of the Code). None of the Companies changes have adopted occurred or plans are expected to adopt any amendments occur that could reasonably result in would cause a material increase in the cost of providing benefits under the ERISA Plan. With respect to each ERISA Plan (other than a Multiemployer Plan) that is intended to be qualified under Code Section 401(a), ): (a) the ERISA Plan and any associated trust operationally comply (or as soon as reasonably practicable are corrected to comply) with the applicable requirements of Code Section 401(a); , (b) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “"remedial amendment period” " available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); , (c) the ERISA Plan and any associated trust have 39 received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “"remedial amendment period” " has not yet expired; , (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject without regard to any retroactive amendment that may be made within the above-described “"remedial amendment period”; ", and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972; and. With respect to any Pension Plan, the “"accumulated benefit obligation” " of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employees "Employers' Accounting for Pensions”") does not exceed the fair market value of Pension Plan assets by an amount that assets. In the event all Controlled Group members were to withdraw from all Multi-employer Plans in a "complete withdrawal" (within the meaning of ERISA Section 4203), the resultant liability, if any, would not have a Material Adverse Effect. Each Foreign Employee Benefit Plan is in compliance in all material respects with all laws, regulations and rules applicable thereto and adverse impact on the respective requirements of the governing documents for Foreign Employee Benefit Plan. With respect to any Foreign Employee Benefit Plan, reasonable reserves have been established in accordance with local laws or prudent business practice or where required by ordinary accounting practices in the jurisdiction in which Foreign Employee Benefit Plan is maintainedCompanies taken as a whole.

Employee Benefits Plans. Schedule 6.11 6.10 hereto identifies each ERISA Plan as of the Closing DatePlan. No ERISA Event has occurred or is reasonably expected to occur with respect to an ERISA Plan. No Full payment has been made of all amounts that a Controlled Group member has failed is required, under applicable law or under the governing documents, to make have paid as a required material installment contribution to or other required material payment a benefit under Section 412(a) each ERISA Plan. The liability of the Code on or before the due date or within a reasonable time after such due date. No each Controlled Group member has failed with respect to make contributions to an each ERISA Plan that is a Multiemployer Plan in accordance with the applicable governing documents which is reasonably likely to result in a material liability to the Controlled Group memberhas been fully funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for on its financial statements. No Benefit Plan (other than a Multiemployer Plan) has any accumulated funding deficiency (as defined in Section 412(a) of the Code). None of the Companies changes have adopted occurred or plans are expected to adopt any amendments occur that could reasonably result in would cause a material increase in the cost of providing benefits under the ERISA Plan. With respect to each ERISA Plan (other than a Multiemployer Plan) that is intended to be qualified under Code Section 401(a), (a) the ERISA Plan and any associated trust operationally comply (or as soon as reasonably practicable are corrected to comply) with the applicable requirements of Code Section 401(a); (b) the ERISA Plan and any associated trust have been amended to comply in all material respects with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “remedial amendment period” available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); (c) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “remedial amendment period” has not yet expired; (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject without regard to any retroactive amendment that may be made within the above-described “remedial amendment period”; and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972. With respect to any Pension Plan (other than with respect to the Detroit Ball Bearing Company Union Employees’ Retirement Plan), the “accumulated benefit obligation” of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employees Employers’ Accounting for Pensions”) does not exceed the fair market value of Pension Plan assets by an amount that would have a Material Adverse Effect. Each Foreign Employee Benefit Plan is in compliance in all material respects with all laws, regulations and rules applicable thereto and the respective requirements of the governing documents for Foreign Employee Benefit Plan. With respect to any Foreign Employee Benefit Plan, reasonable reserves have been established in accordance with local laws or prudent business practice or where required by ordinary accounting practices in the jurisdiction in which Foreign Employee Benefit Plan is maintainedassets.

Employee Benefits Plans. Schedule 6.11 hereto (a) As to U.S. Borrower, the Disclosure Statement identifies each ERISA Plan as of the Closing DatePlan. No ERISA Event has occurred or is reasonably expected to occur with respect to an ERISA a U.S. Plan. No Full payment has been made of all amounts which a Controlled Group member has failed is required, under applicable law or under the governing documents, to make have been paid as a required material installment contribution to or other required material payment a benefit under Section 412(a) each Plan. The liability of the Code on or before the due date or within a reasonable time after such due date. No each Controlled Group member with respect to each Plan has failed to make contributions to an ERISA Plan that is a Multiemployer Plan in accordance with the applicable governing documents which is reasonably likely to result in a material liability to the Controlled Group memberbeen fully funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for on its financial statements. No Benefit Plan (other than a Multiemployer Plan) has any accumulated funding deficiency (as defined in Section 412(a) of the Code). None of the Companies changes have adopted occurred or plans are expected to adopt any amendments occur that could reasonably result in would cause a material increase in the cost of providing benefits under the ERISA Plan. With respect to each ERISA Plan (other than a Multiemployer Plan) that is intended to be qualified under Code Section 401(a), ): (a) the ERISA Plan and any associated trust operationally comply (or as soon as reasonably practicable are corrected to comply) in all material respects with the applicable requirements of Code Section 401(a); , (b) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “"remedial amendment period” " available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); , (c) the ERISA Plan and any associated trust have received a favorable determination letter or will file for and subsequently receive a favorable determination letter, from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “"remedial amendment period” " has not yet expired; , (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject without regard to any retroactive amendment that may be made within the above-described “"remedial amendment period”; ", and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972. With respect to any Pension Plan, the “"accumulated benefit obligation” " of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employees "Employers' Accounting for Pensions”") does not exceed the fair market value of Pension Plan assets by an assets. The aggregate potential amount of liability that would have result if all Controlled Group members withdrew from all Multiemployer Plans in a Material Adverse Effect. Each Foreign Employee Benefit Plan is in compliance in all material respects with all laws, regulations and rules applicable thereto and the respective requirements of the governing documents for Foreign Employee Benefit Plan. With respect to any Foreign Employee Benefit Plan, reasonable reserves have been established in accordance with local laws or prudent business practice or where required by ordinary accounting practices "complete withdrawal" (within in the jurisdiction in which Foreign Employee Benefit Plan is maintainedmeaning of ERISA Section 4203) would not exceed Two Hundred Fifty Thousand Dollars ($250,000).

Employee Benefits Plans. Schedule 6.11 6.10 hereto identifies each ERISA Plan as of the Closing DatePlan. No ERISA Event has occurred or is reasonably expected to occur with respect to an ERISA Plan. No Full payment has been made of all amounts that a Controlled Group member has failed is required, under applicable law or under the governing documents, to make have paid as a required material installment contribution to or other required material payment a benefit under Section 412(a) each ERISA Plan. The liability of the Code on or before the due date or within a reasonable time after such due date. No each Controlled Group member has failed with respect to make contributions to an each ERISA Plan that is a Multiemployer Plan in accordance with the applicable governing documents which is reasonably likely to result in a material liability to the Controlled Group memberhas been fully funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for on its financial statements. No Benefit Plan (other than a Multiemployer Plan) has any accumulated funding deficiency (as defined in Section 412(a) of the Code). None of the Companies changes have adopted occurred or plans are expected to adopt any amendments occur that could reasonably result in would cause a material increase in the cost of providing benefits under the ERISA Plan. With respect to each ERISA Plan (other than a Multiemployer Plan) that is intended to be qualified under Code Section 401(a), (a) the ERISA Plan and any associated trust operationally comply (or as soon as reasonably practicable are corrected to comply) with the applicable requirements of Code Section 401(a); (b) the ERISA Plan and any associated trust have been amended to comply in all material respects with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “"remedial amendment period” " available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); (c) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “"remedial amendment period” " has not yet expired; (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject without regard to any retroactive amendment that may be made within the above-described “"remedial amendment period”"; and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972. With respect to any Pension Plan (other than with respect to the Detroit Ball Bearing Company Union Employees' Retirement Plan), the “"accumulated benefit obligation” " of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employees "Employers' Accounting for Pensions”") does not exceed the fair market value of Pension Plan assets by an amount that would have a Material Adverse Effect. Each Foreign Employee Benefit Plan is in compliance in all material respects with all laws, regulations and rules applicable thereto and the respective requirements of the governing documents for Foreign Employee Benefit Plan. With respect to any Foreign Employee Benefit Plan, reasonable reserves have been established in accordance with local laws or prudent business practice or where required by ordinary accounting practices in the jurisdiction in which Foreign Employee Benefit Plan is maintainedassets.

Employee Benefits Plans. Schedule 6.11 hereto identifies each ERISA Plan of each Company as of the Closing Date. No ERISA Event has occurred or is reasonably expected to occur with respect to an ERISA Plan. No Full payment has been made of all amounts that a Controlled Group member has failed is required, under applicable Law or under the governing documents, to make have paid as a required material installment contribution to or other required material payment a benefit under Section 412(a) each ERISA Plan. The liability of the Code on or before the due date or within a reasonable time after such due date. No each Controlled Group member has failed with respect to make contributions to an each ERISA Plan that is a Multiemployer Plan in accordance with the applicable governing documents which is reasonably likely to result in a material liability to the Controlled Group memberhas been fully funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for on its financial statements. No Benefit Plan (other than a Multiemployer Plan) has any accumulated funding deficiency (as defined in Section 412(a) of the Code). None of the Companies changes have adopted occurred or plans are expected to adopt any amendments occur that could reasonably result in would cause a material increase in the cost of providing benefits under the ERISA Plan. With respect to each ERISA Plan (other than a Multiemployer Plan) that is intended to be qualified under Code Section 401(a), (ai) the ERISA Plan and any associated trust operationally comply (or as soon as reasonably practicable are corrected to comply) with the applicable requirements of Code Section 401(a); (bii) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “remedial amendment period” available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); (ciii) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service IRS stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “remedial amendment period” has not yet expired; (div) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject without regard to any retroactive amendment that may be made within the above-described “remedial amendment period”; and (ev) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972. With respect to any Pension Plan, the “accumulated benefit obligation” of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employees Employers’ Accounting for Pensions”) does not exceed the fair market value of Pension Plan assets by an amount that would have a Material Adverse Effect. Each Foreign Employee Benefit Plan is in compliance in all material respects with all laws, regulations and rules applicable thereto and the respective requirements of the governing documents for Foreign Employee Benefit Plan. With respect to any Foreign Employee Benefit Plan, reasonable reserves have been established in accordance with local laws or prudent business practice or where required by ordinary accounting practices in the jurisdiction in which Foreign Employee Benefit Plan is maintainedassets.

Employee Benefits Plans. Schedule 6.11 hereto identifies each ERISA Plan as of the Closing Date. No ERISA Event has occurred or ----------------------- is reasonably expected to occur with respect to an ERISA Plan. No Full payment has been made of all amounts which a Controlled Group member has failed is required, under applicable law or under the governing documents, to make have been paid as a required material installment contribution to or other required material payment a benefit under Section 412(a) each ERISA Plan. The liability of the Code on or before the due date or within a reasonable time after such due date. No each Controlled Group member has failed with respect to make contributions to an each ERISA Plan that is a Multiemployer Plan in accordance with the applicable governing documents which is reasonably likely to result in a material liability to the Controlled Group memberhas been fully funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for on its financial statements. No Benefit Plan (other than a Multiemployer Plan) has any accumulated funding deficiency (as defined in Section 412(a) of the Code). None of the Companies changes have adopted occurred or plans are expected to adopt any amendments occur that could reasonably result in would cause a material increase in the cost of providing benefits under the ERISA Plan. With respect to each ERISA Plan (other than a Multiemployer Plan) that is intended to be qualified under Code Section 401(a), (a) the ERISA Plan and any associated trust operationally comply (or as soon as reasonably practicable are corrected to comply) with the applicable requirements of Code Section 401(a); (b) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “"remedial amendment period” " available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); (c) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “"remedial amendment period” " has not yet expired; (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject without regard to any retroactive amendment that may be made within the above-described “"remedial amendment period”"; and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972. With respect to any Pension Plan, the “"accumulated benefit obligation” " of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employees "Employers' Accounting for Pensions”") does not exceed the fair market value of Pension Plan assets by an amount that would have a pension plan assets. A Material Adverse Effect. Each Foreign Employee Benefit Plan is Effect would not occur if all Controlled Group members withdrew from all Multiemployer Plans in compliance in all material respects with all laws, regulations and rules applicable thereto and a "complete withdrawal" (within the respective requirements meaning of the governing documents for Foreign Employee Benefit Plan. With respect to any Foreign Employee Benefit Plan, reasonable reserves have been established in accordance with local laws or prudent business practice or where required by ordinary accounting practices in the jurisdiction in which Foreign Employee Benefit Plan is maintainedERISA Section 4203).

Employee Benefits Plans. Schedule 6.11 hereto identifies Full payment has been made of all amounts which a Controlled Group member is required, under applicable law or under the governing documents, to have been paid as a contribution to or a benefit under each ERISA Plan. The liability of each Controlled Group member with respect to each Plan as of the Closing Datehas been fully funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for on its financial statements. No ERISA Event has changes have occurred or is reasonably are expected to occur with respect to an ERISA Plan. No Controlled Group member has failed to make a required material installment or other required material payment under Section 412(a) of the Code on or before the due date or within a reasonable time after such due date. No Controlled Group member has failed to make contributions to an ERISA Plan that is a Multiemployer Plan in accordance with the applicable governing documents which is reasonably likely to result in a material liability to the Controlled Group member. No Benefit Plan (other than a Multiemployer Plan) has any accumulated funding deficiency (as defined in Section 412(a) of the Code). None of the Companies have adopted or plans to adopt any amendments that could reasonably result in would cause a material increase in the cost of providing benefits under the ERISA Plan. With respect to each ERISA Plan (other than a Multiemployer Plan) that is intended to be qualified under Code Section 401(a), ): (a) the ERISA Plan and any associated trust operationally comply (or as soon as reasonably practicable are corrected to comply) with the applicable requirements of Code Section 401(a); , (b) the ERISA Plan and any 58 associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “"remedial amendment period” " available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); , (c) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “"remedial amendment period” " has not yet expired; , (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject without regard to any retroactive amendment that may be made within the above-described “"remedial amendment period”; ", and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972. With respect to any Pension Plan, the “"accumulated benefit obligation” " of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employees "Employers' Accounting for Pensions”") does not exceed the fair market value of Pension Plan assets by an amount that would assets, or if it does, it does not have a Material Adverse Effectmaterial adverse effect on the Companies taken as whole. Each Foreign Employee Benefit Neither Borrower nor any Controlled Group member has had a complete or partial withdrawal from any Multiemployer Plan is which has resulted in compliance in all material respects with all lawsliability to Borrower which has not been satisfied, regulations and rules applicable thereto and the respective requirements of the governing documents for Foreign Employee Benefit Plan. With respect neither Borrower nor any Controlled Group member would become subject to any Foreign Employee Benefit Plan, reasonable reserves have been established in accordance with local laws material liability under ERISA if Borrower or prudent business practice such Controlled Group member were to withdraw completely from all such Multiemployer Plans to which Borrower or where required by ordinary accounting practices in the jurisdiction in which Foreign Employee Benefit Plan is maintainedany Controlled Member contributes or has an obligation to contribute.

Employee Benefits Plans. Schedule 6.11 6.10 hereto identifies each ERISA Plan as of the Closing Date. No ERISA Event has occurred or is reasonably expected to occur with respect to an ERISA Plan. No Full payment has been made of all amounts that a Controlled Group member has failed is required, under applicable law or under the governing documents, to make have paid as a required material installment contribution to or other required material payment a benefit under Section 412(a) each ERISA Plan. The liability of the Code on or before the due date or within a reasonable time after such due date. No each Controlled Group member has failed with respect to make contributions to an each ERISA Plan that is a Multiemployer Plan in accordance with the applicable governing documents which is reasonably likely to result in a material liability to the Controlled Group memberhas been fully funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for on its financial statements. No Benefit Plan (other than a Multiemployer Plan) has any accumulated funding deficiency (as defined in Section 412(a) of the Code). None of the Companies changes have adopted occurred or plans are expected to adopt any amendments occur that could reasonably result in would cause a material increase in the cost of providing benefits under the ERISA Plan. With respect to each ERISA Plan (other than a Multiemployer Plan) that is intended to be qualified under Code Section 401(a), (a) the ERISA Plan and any associated trust operationally comply (or as soon as reasonably practicable are corrected to comply) with the applicable requirements of Code Section 401(a); (b) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “remedial amendment period” available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); (c) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “remedial amendment period” has not yet expired; (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject without regard to any retroactive amendment that may be made within the above-described “remedial amendment period”; and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972. With respect to any Pension Plan, the “accumulated benefit obligation” of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employees Employers’ Accounting for Pensions”) does not exceed the fair market value of Pension Plan assets by an amount that would have a Material Adverse Effect. Each Foreign Employee Benefit Plan is in compliance in all material respects with all laws, regulations and rules applicable thereto and the respective requirements of the governing documents for Foreign Employee Benefit Plan. With respect to any Foreign Employee Benefit Plan, reasonable reserves have been established in accordance with local laws or prudent business practice or where required by ordinary accounting practices in the jurisdiction in which Foreign Employee Benefit Plan is maintainedassets.

Employee Benefits Plans. (a) Schedule 6.11 6.10 hereto identifies each ERISA Plan and each Multiemployer Plan as of the Closing Date. No Except as set forth on Schedule 6.10 hereto, no ERISA Event has occurred or is reasonably expected to occur with respect to an ERISA PlanPlan that would have a Material Adverse Effect. No Except as would not result in a Material Adverse Effect, full payment has been made of all amounts that a Controlled Group member has failed is required, under applicable law or under the governing documents, to make have paid as a required material installment contribution to or other required material payment a benefit under Section 412(a) each ERISA Plan. The liability of the Code on or before the due date or within a reasonable time after such due date. No each Controlled Group member has failed with respect to make contributions to an each ERISA Plan has been fully funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for on its financial statements except for such failure that is a Multiemployer Plan in accordance with the applicable governing documents which is reasonably likely to would not result in a material liability to the Controlled Group memberMaterial Adverse Effect. No Benefit Plan (other than a Multiemployer Plan) has any accumulated funding deficiency (as defined in Section 412(a) of the Code). None of the Companies changes have adopted occurred or plans are expected to adopt any amendments occur that could reasonably result in would cause a material increase in the cost of providing benefits under the ERISA Plan. With respect to each ERISA Plan (other than a Multiemployer Plan) that is intended to be qualified under Code Section 401(a), (ai) the ERISA Plan and any associated trust operationally comply (or as soon as reasonably practicable are corrected to comply) in all material respects with the applicable requirements of Code Section 401(a)) except for such failure that would not result in a Material Adverse Effect; (bii) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “"remedial amendment period” " available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely)) except for such failure that would not result in a Material Adverse Effect; (ciii) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “"remedial amendment period” " has not yet expired; (div) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject to any retroactive amendment that may be made within the above-described “"remedial amendment period”" except for such failure that would not result in a Material Adverse Effect; and (ev) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 49724972 that would have a Material Adverse Effect. With Except as would not result in a Material Adverse Effect, with respect to any Pension Plan, the “"accumulated benefit obligation” " of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employees "Employers' Accounting for Pensions”") does not exceed the fair market value of Pension Plan assets by an amount that would have a Material Adverse Effect. Each Foreign Employee Benefit Plan is in compliance in all material respects with all laws, regulations and rules applicable thereto and the respective requirements of the governing documents for Foreign Employee Benefit Plan. With respect to any Foreign Employee Benefit Plan, reasonable reserves have been established in accordance with local laws or prudent business practice or where required by ordinary accounting practices in the jurisdiction in which Foreign Employee Benefit Plan is maintainedassets.

Employee Benefits Plans. Schedule 6.11 6.10 hereto identifies each ERISA Plan Plan. Except as of the Closing Date. No set forth on Schedule 6.10 hereto, no ERISA Event has occurred or is reasonably expected to occur with respect to an ERISA Plan. No Full payment has been made of all amounts that a Controlled Group member has failed is required, under applicable law or under the governing documents, to make have paid as a required material installment contribution to or other required material payment a benefit under Section 412(a) each ERISA Plan. The liability of the Code on or before the due date or within a reasonable time after such due date. No each Controlled Group member has failed with respect to make contributions to an each ERISA Plan that is a Multiemployer Plan in accordance with the applicable governing documents which is reasonably likely to result in a material liability to the Controlled Group memberhas been fully funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for on its financial statements. No Benefit Plan (other than a Multiemployer Plan) has any accumulated funding deficiency (as defined in Section 412(a) of the Code). None of the Companies changes have adopted occurred or plans are expected to adopt any amendments occur that could reasonably result in would cause a material increase in the cost of providing benefits under the ERISA Plan. With respect to each ERISA Plan (other than a Multiemployer Plan) that is intended to be qualified under Code Section 401(a), (a) the ERISA Plan and any associated trust operationally comply (or as soon as reasonably practicable are corrected to comply) with the applicable requirements of Code Section 401(a); (b) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “"remedial amendment period” " available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); (c) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “"remedial amendment period” " has not yet expired; (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject without regard to any retroactive amendment that may be made within the above-described “"remedial amendment period”"; and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972. With Except as set forth on Schedule 6.10 hereto, with respect to any Pension Plan, the “"accumulated benefit obligation” " of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employees "Employers' Accounting for Pensions”") does not exceed the fair market value of Pension Plan assets by an amount that would have a Material Adverse Effect. Each Foreign Employee Benefit Plan is in compliance in all material respects with all laws, regulations and rules applicable thereto and the respective requirements of the governing documents for Foreign Employee Benefit Plan. With respect to any Foreign Employee Benefit Plan, reasonable reserves have been established in accordance with local laws or prudent business practice or where required by ordinary accounting practices in the jurisdiction in which Foreign Employee Benefit Plan is maintainedassets.

Employee Benefits Plans. Schedule 6.11 hereto identifies each ERISA Plan as of the Closing Date. No ERISA Event has occurred or is reasonably expected to occur with respect to an ERISA Plan. No Full payment has been made of all amounts which a Controlled Group member has failed is required, under applicable law or under the governing documents, to make have been paid as a required material installment contribution to or other required material payment a benefit under Section 412(a) each ERISA Plan. The liability of the Code on or before the due date or within a reasonable time after such due date. No each Controlled Group member has failed with respect to make contributions to an each ERISA Plan that is a Multiemployer Plan in accordance with the applicable governing documents which is reasonably likely to result in a material liability to the Controlled Group memberhas been fully funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for on its financial statements. No Benefit Plan (other than a Multiemployer Plan) has any accumulated funding deficiency (as defined in Section 412(a) of the Code). None of the Companies changes have adopted occurred or plans are expected to adopt any amendments occur that could reasonably result in would cause a material increase in the cost of providing benefits under the ERISA Plan. With respect to each ERISA Plan (other than a Multiemployer Plan) that is intended to be qualified under Code Section 401(a), ): (a) the ERISA Plan and any associated trust operationally comply (or as soon as reasonably practicable are corrected to comply) with the applicable requirements of Code Section 401(a); , (b) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “"remedial amendment period” " available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); , (c) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “"remedial amendment period” " has not yet expired; , (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject without regard to any retroactive amendment that may be made within the above-described “"remedial amendment period”; ", and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972. With respect to any Pension Plan, the “"accumulated benefit obligation” " of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employees "Employers' Accounting for Pensions”") does not exceed the fair market value of Pension Plan assets by an amount that would have a Material Adverse Effect. Each Foreign Employee Benefit Plan is in compliance in all material respects with all laws, regulations and rules applicable thereto and the respective requirements of the governing documents for Foreign Employee Benefit Plan. With respect to any Foreign Employee Benefit Plan, reasonable reserves have been established in accordance with local laws or prudent business practice or where required by ordinary accounting practices in the jurisdiction in which Foreign Employee Benefit Plan is maintainedassets.

Employee Benefits Plans. Schedule 6.11 6.10 hereto identifies each ERISA Plan as of the Closing DateDate covering employees of a Company. No ERISA Event has occurred or is reasonably expected to occur with respect to an ERISA Plan. No Full payment has been made of all amounts that a Controlled Group member has failed is required, under applicable law or under t he governing documents, to make have paid as a required material installment contribution to or other required material payment a benefit under Section 412(a) each ERISA Plan. The liability of the Code on or before the due date or within a reasonable time after such due date. No each Controlled Group member has failed with respect to make contributions to an each ERISA Plan that is a Multiemployer Plan in accordance with the applicable governing documents which is reasonably likely to result in a material liability has been fully funded to the Controlled Group member. No Benefit Plan (other than a Multiemployer Plan) extent required by law, based upon reasonable and proper actuarial assumptions, has any accumulated funding deficiency (as defined in Section 412(a) of the Code). None of the Companies have adopted been fully insured, or plans to adopt any amendments that could reasonably result in a material increase in the cost of providing benefits under the ERISA Planhas been fully reserved for on its financial statements. With respect to each ERISA Plan (other than a Multiemployer Plan) that is intended to be qualified under Code Section 401(a), (a) the ERISA Plan and any associated trust operationally comply (or as soon as reasonably practicable are corrected to comply) in all material respects with the applicable requirements of Code Section 401(a); (b) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “remedial amendment period” available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); (c) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “remedial amendment period” has not yet expired; (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject to any retroactive amendment that may be made within the above-described “remedial amendment period”; and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972. With respect to any Pension Plan, the “accumulated benefit obligation” of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employees Employers’ Accounting for Pensions”) does not not, in any material way, exceed the fair market value of Pension Plan assets by an amount that would have a Material Adverse Effect. Each Foreign Employee Benefit Plan is in compliance in all material respects with all laws, regulations and rules applicable thereto and the respective requirements of the governing documents for Foreign Employee Benefit Plan. With respect to any Foreign Employee Benefit Plan, reasonable reserves have been established in accordance with local laws or prudent business practice or where required by ordinary accounting practices in the jurisdiction in which Foreign Employee Benefit Plan is maintainedassets.

Employee Benefits Plans. Schedule 6.11 hereto identifies each ERISA Plan as of the Closing Date. No ERISA Event has occurred or is reasonably expected to occur with respect to an ERISA Plan. No Full payment has been made of all amounts that a Controlled Group member has failed is required, under applicable law or under the governing documents, to make have paid as a required material installment contribution to or other required material payment a benefit under Section 412(a) each ERISA Plan. The liability of the Code on or before the due date or within a reasonable time after such due date. No each Controlled Group member has failed with respect to make contributions to an each ERISA Plan that is a Multiemployer Plan in accordance with the applicable governing documents which is reasonably likely to result in a material liability to the Controlled Group memberhas been fully funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for on its financial statements. No Benefit Plan (other than a Multiemployer Plan) has any accumulated funding deficiency (as defined in Section 412(a) of the Code). None of the Companies changes have adopted occurred or plans are expected to adopt any amendments occur that could reasonably result in would cause a material increase in the cost of providing benefits under the ERISA Plan. With respect to each ERISA Plan (other than a Multiemployer Plan) that is intended to be qualified under Code Section 401(a), (a) the ERISA Plan and any associated trust operationally comply (or as soon as reasonably practicable are corrected to comply) with the applicable requirements of Code Section 401(a); (b) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “remedial amendment period” available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); (c) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “remedial amendment period” has not yet expired; (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject without regard to any retroactive amendment that may be made within the above-described “remedial amendment period”; and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972. With respect to any Pension Plan, the “accumulated benefit obligation” of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employees Employers’ Accounting for Pensions”) does not exceed the fair market value of Pension Plan assets by an amount that would have a Material Adverse Effect. Each Foreign Employee Benefit Plan is in compliance in all material respects with all laws, regulations and rules applicable thereto and the respective requirements of the governing documents for Foreign Employee Benefit Plan. With respect to any Foreign Employee Benefit Plan, reasonable reserves have been established in accordance with local laws or prudent business practice or where required by ordinary accounting practices in the jurisdiction in which Foreign Employee Benefit Plan is maintainedassets.

Employee Benefits Plans. Schedule 6.11 6.10 hereto identifies each ERISA Plan as of the Closing Date. No ERISA Event has occurred or is reasonably expected to occur with respect to an ERISA Plan. No Full payment has been made of all amounts that a Controlled Group member has failed is required, under applicable law or under the governing documents, to make have paid as a required material installment contribution to or other required material payment a benefit under Section 412(a) each ERISA Plan. The liability of the Code on or before the due date or within a reasonable time after such due date. No each Controlled Group member has failed with respect to make contributions to an each ERISA Plan that is a Multiemployer Plan in accordance with the applicable governing documents which is reasonably likely to result in a material liability to the Controlled Group memberqualified under Code Section 401(a) has been fully funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for on its financial statements. No Benefit Plan (other than a Multiemployer Plan) has any accumulated funding deficiency (as defined in Section 412(a) of the Code). None of the Companies changes have adopted occurred or plans are expected to adopt any amendments occur that could reasonably result in would cause a material increase in the cost of providing benefits under the ERISA Plan. With respect to each ERISA Plan (other than a Multiemployer Plan) that is intended to be qualified under Code Section 401(a), (a) the ERISA Plan and any associated trust operationally comply (or as soon as reasonably practicable are corrected to comply) with the applicable requirements of Code Section 401(a)) in all material respects or are subject to cure under a correction program approved by a Governmental Authority; (b) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “"remedial amendment period” " available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); (c) to the extent applicable, the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “"remedial amendment period” " has not yet expired; (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject to any retroactive amendment that may be made within the above-described “"remedial amendment period”"; and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972. With respect to any Pension PlanPlan qualified under Code Section 401(a), the “"accumulated benefit obligation” " of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employees "Employers' Accounting for Pensions”") does not exceed the fair market value of Pension Plan assets by an amount that would have a Material Adverse Effect. Each Foreign Employee Benefit Plan is in compliance in all material respects with all laws, regulations and rules applicable thereto and the respective requirements of the governing documents for Foreign Employee Benefit Plan. With respect to any Foreign Employee Benefit Plan, reasonable reserves have been established in accordance with local laws or prudent business practice or where required by ordinary accounting practices in the jurisdiction in which Foreign Employee Benefit Plan is maintainedassets.

Employee Benefits Plans. Schedule 6.11 6.10 hereto identifies ------------- each ERISA Plan as of the Closing DatePlan. No ERISA Event has occurred or is reasonably expected to occur with respect to an ERISA Plan. No Full payment has been made of all amounts which a Controlled Group member has failed is required, under applicable law or under the governing documents, to make have been paid as a required material installment contribution to or other required material payment a benefit under Section 412(a) each ERISA Plan. The liability of the Code on or before the due date or within a reasonable time after such due date. No each Controlled Group member has failed with respect to make contributions to an each ERISA Plan that is a Multiemployer Plan in accordance with the applicable governing documents which is reasonably likely to result in a material liability to the Controlled Group memberhas been fully funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for on its financial statements. No Benefit Plan (other than a Multiemployer Plan) has any accumulated funding deficiency (as defined in Section 412(a) of the Code). None of the Companies changes have adopted occurred or plans are expected to adopt any amendments occur that could reasonably result in would cause a material increase in the cost of providing benefits under the ERISA Plan. With respect to each ERISA Plan (other than a Multiemployer Plan) that is intended to be qualified under Code Section 401(a), ): (a) the ERISA Plan and any associated trust operationally comply (or as soon as reasonably practicable are corrected to comply) with the applicable requirements of Code Section 401(a); (b) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “"remedial amendment period” " available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); (c) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “"remedial amendment period” " has not yet expired; (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject without regard to any retroactive amendment that may be made within the above-described “"remedial amendment period”"; and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972. With respect to any Pension Plan, the “"accumulated benefit obligation” " of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employees "Employers' Accounting for Pensions”") does not exceed the fair market value of Pension Plan assets by an assets. The aggregate potential amount of liability that would have result if all Controlled Group members withdrew from all Multiemployer Plans in a Material Adverse Effect. Each Foreign Employee Benefit Plan is in compliance in all material respects with all laws, regulations and rules applicable thereto and "complete withdrawal" (within the respective requirements meaning of the governing documents for Foreign Employee Benefit Plan. With respect to any Foreign Employee Benefit Plan, reasonable reserves have been established in accordance with local laws or prudent business practice or where required by ordinary accounting practices in the jurisdiction in which Foreign Employee Benefit Plan is maintainedERISA Section 4203) would not exceed One Million Dollars ($1,000,000).

Employee Benefits Plans. Schedule (a) As to U.S. Borrower and U.S. Guarantors, SCHEDULE 6.11 hereto of the Disclosure Statement identifies each ERISA Plan as of the Closing DatePlan. No ERISA Event has occurred or is reasonably expected to occur with respect to an ERISA a U.S. Plan. No Full payment has been made of all amounts which a Controlled Group member has failed is required, under applicable law or under the governing documents, to make have been paid as a required material installment contribution to or other required material payment a benefit under Section 412(a) each Plan. The liability of the Code on or before the due date or within a reasonable time after such due date. No each Controlled Group member with respect to each Plan has failed to make contributions to an ERISA Plan that is a Multiemployer Plan in accordance with the applicable governing documents which is reasonably likely to result in a material liability to the Controlled Group memberbeen fully funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for on its financial statements. No Benefit Plan (other than a Multiemployer Plan) has any accumulated funding deficiency (as defined in Section 412(a) of the Code). None of the Companies changes have adopted occurred or plans are expected to adopt any amendments occur that could reasonably result in would cause a material increase in the cost of providing benefits under the ERISA Plan. With respect to each ERISA Plan (other than a Multiemployer Plan) that is intended to be qualified under Code Section 401(a), ): (a) the ERISA Plan and any associated trust operationally comply (or as soon as reasonably practicable are corrected to comply) in all material respects with the applicable requirements of Code Section 401(a); , (b) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “"remedial amendment period” " available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); , (c) the ERISA Plan and any associated trust have received a favorable determination letter or will file for and subsequently receive a favorable determination letter, from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “"remedial amendment period” " has not yet expired; , (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject without regard to any retroactive amendment that may be made within the above-described “"remedial amendment period”; ", and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972. With respect to any Pension Plan, the “"accumulated benefit obligation” " of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employees "Employers' Accounting for Pensions”") does not exceed the fair market value of Pension Plan assets by an assets. The aggregate potential amount of liability that would have result if all Controlled Group members withdrew from all Multiemployer Plans in a Material Adverse Effect"complete withdrawal" (within in the meaning of ERISA Section 4203) would not exceed Two Hundred Fifty Thousand Dollars ($250,000). (b) As to Canadian Borrowers and UK Borrowers, all Plans are identified on SCHEDULE 6.11 of the Disclosure Statement. Each Foreign Employee Benefit Plan is in compliance in all material respects with all lawsAll obligations of Canadian Borrowers and UK Borrowers under their respective Plans, regulations and rules applicable thereto and pursuant to the respective requirements of the Pension Benefits Act (Nova Scotia) (as to the Canadian Borrowers) and all other statutes, laws and regulations applicable to or governing documents for Foreign Employee Benefit Plan. With respect to any Foreign Employee Benefit Plansuch Plans, reasonable reserves have been established in accordance with local laws fully funded and paid to date. Canadian Borrowers and UK Borrowers, as the case may be, are not aware of, and have received no notices of, any violation of any statute, law or prudent business practice or where required by ordinary accounting practices in the jurisdiction in which Foreign Employee Benefit Plan is maintainedregulation applicable to their Plans, respectively.

Employee Benefits Plans. Schedule 6.11 hereto identifies each ERISA Plan Except as otherwise provided in SECTION 4.14 of the Closing DateDisclosure Schedule: (a) Seller has made available to Purchaser copies of all Employee Benefit Plans currently covering employees or directors of the Company or pursuant to which former employees or directors of the Company are entitled to current or future benefits as a result of their employment or by performance of services for the Company. No ERISA Event Seller has occurred or is reasonably expected also made available to occur Purchaser true, complete and correct copies of (i) the two most recent annual reports on the Form 5500 with respect to an ERISA Plan. No Controlled Group member has failed to make a required material installment or other required material payment under Section 412(a) of the Code on or before the due date or within a reasonable time after each such due date. No Controlled Group member has failed to make contributions to an ERISA Plan that is a Multiemployer Plan in accordance with the applicable governing documents which is reasonably likely to result in a material liability to the Controlled Group member. No Employee Benefit Plan (if any such report was required), (ii) the most recent summary plan description for each such Employee Benefit Plan for which such summary plan description is required and (iii) each trust agreement and group annuity contract related to any such Employee Benefit Plan; (b) The Company and each ERISA Affiliate has performed its obligations in all material respects under each Employee Benefit Plan; each Employee Benefit Plan and each trust or other than a Multiemployer Plan) funding medium, if any, established in connection therewith has any accumulated funding deficiency (as defined at all times been established, maintained and operated in Section 412(a) of all material respects in compliance with its terms and the requirements prescribed by applicable law, including ERISA and the Code). None of the Companies have adopted or plans to adopt any amendments that could reasonably result in a material increase in the cost of providing benefits under the ERISA Plan. ; (c) With respect to each ERISA Plan (other than a Multiemployer Plan) those Pension Plans that is are intended to be qualified under Code Section 401(a) of the Code, either (i) such Pension Plans have been the subject of determination letters from the IRS to the effect that such Pension Plans are qualified and exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code, and no such determination letter has been revoked nor to the Knowledge of the Company or any ERISA Affiliate, has any event occurred since the date of its most recent determination letter or application therefor that would adversely affect its qualification, (aii) timely applications for such determination letters are now pending and the Company and each ERISA Affiliate is not aware of any reason why such Pension Plan is not so qualified, or (iii) the ERISA Plan and any associated trust operationally comply (or as soon as reasonably practicable are corrected to comply) with the applicable requirements of Code Section 401(a); (b) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “remedial amendment period” available time provided under Code Section 401(b) of the Code and regulations or IRS pronouncements thereunder for making retroactive amendments relating back to the effective dates of such Pension Plans will not expire before the date that is ninety (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); (c90) days after the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “remedial amendment period” has not yet expired; Closing Date; (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject to any retroactive amendment that may be made within the above-described “remedial amendment period”; and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972. With respect to each Pension Plan, the Company (i) has not incurred, nor does it or the Seller reasonably expect the Company to incur, any liability to the Pension Plan with respect to Section 412 of the Code or to the Pension Benefit Guaranty Corporation ("PBGC") in connection with any Pension Plan, including, without limitation, any liability under Section 4069 of ERISA or any penalty imposed under Section 4071 of ERISA, or (ii) has not ceased operations at any facility or withdrawn from any Pension Plan in a manner which could subject it to liability under Section 4062, 4063 or 4064 of ERISA, or (iii) does not (along with the “accumulated benefit obligation” Seller) know of Controlled Group members with respect any facts or circumstances that might give rise to any liability of the Company to the Pension Plan or to the PBGC under Title IV of ERISA that could reasonably be anticipated to result in any claims being made against the Company by the PBGC subsequent to the Closing Date, which, in the case of (as determined in accordance with Statement of Accounting Standards No. 87i), “Employees Accounting for Pensions”(ii) does not exceed the fair market value of Pension Plan assets by an amount that or (iii) would have a Material Adverse EffectEffect on the Company; (e) The Company has not incurred nor does it or the Seller reasonably expect the Company to incur any liability arising from or with respect to any Multiemployer Plan or any defined benefit plan as defined in section 3(35) of ERISA. Each Foreign No Employee Benefit Plan (assuming 24 such term is modified solely for this section to cover programs not currently in compliance in all material respects with all lawsexistence) has been terminated and has caused any liability to the Company; (f) There are no suits, regulations and rules applicable thereto and actions, disputes, claims (other than routine claims for benefits), arbitrations, administrative or other proceedings pending or, to the respective requirements Knowledge of Seller or the Knowledge of the governing documents for Foreign Employee Benefit Plan. With Company, threatened, anticipated or expected to be asserted with respect to any Foreign Employee Benefit Plan, reasonable reserves have been established in accordance with local laws or prudent business practice or where required by ordinary accounting practices in the jurisdiction in which Foreign Employee Benefit Plan maintained, contributed to or legally obligated to be contributed to by the Company or any related trust or other funding medium thereunder or with respect to the Company, as the sponsor or fiduciary thereof or with respect to any other fiduciary thereof, that could result in any liability to the Company; (g) No Employee Benefit Plan maintained, contributed to or legally obligated to be contributed to by the Company or any related trust or other funding medium thereunder or any fiduciary thereof is, to the Knowledge of Seller or the Knowledge of the Company, the subject of an audit, investigation or examination by any governmental or quasi-governmental agency, that could result in any liability to the Company; (h) (i) No "reportable event" (as such term is maintained.used in Section 4043 of ERISA), "accumulated funding deficiency" (as such terms is used in Section 412 or 4971 of the Code or Section 302 of ERISA), application for or receipt of a waiver from the IRS of any minimum funding requirement under Section 412 of the Code or "prohibited transaction" (as such term is used in Section 4975 of the Code and/or Section 406 of ERISA and other than a transaction that is exempt under a statutory or administrative exemption), has occurred with respect to any Employee Benefit Plan that could result in any liability to the Company; and

Employee Benefits Plans. Schedule 6.11 hereto identifies each ERISA Plan as of the Closing Date. No ERISA Event has occurred or is reasonably expected to occur with respect to an ERISA Plan. No Full payment has been made of all material amounts which a Controlled Group member has failed is required, under applicable law or under the governing documents, to make have been paid as a required material installment contribution to or other required material payment a benefit under Section 412(a) each ERISA Plan. The liability of the Code on or before the due date or within a reasonable time after such due date. No each Controlled Group member with respect to each ERISA Plan, other than any Pension Plan, has failed to make contributions to an ERISA Plan that is a Multiemployer Plan been, in accordance with the applicable governing documents which is reasonably likely to result in a all material liability respects, fully funded based upon reasonable and proper actuarial assumptions, fully insured or reserved for on its financial statements to the Controlled Group memberextent required by GAAP. No Benefit Plan (other than a Multiemployer Plan) has any accumulated funding deficiency (as defined in Section 412(a) of the Code). None of the Companies changes have adopted occurred or plans are expected to adopt any amendments occur that could reasonably result in a material would cause an increase in the cost of providing benefits under the ERISA PlanPlan by an aggregate amount that is material. With respect to each ERISA Pension Plan (other than a Multiemployer Plan) that is intended to be qualified under Code Section 401(a), ): (a) the ERISA Pension Plan and any associated trust operationally comply (or as soon as reasonably practicable are corrected to comply) with the applicable requirements of Code Section 401(a); (b) the ERISA Pension Plan and any associated trust have has been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “"remedial amendment period” " available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); (c) the ERISA Pension Plan and any associated trust have has received a favorable determination letter from the Internal Revenue Service stating that the ERISA Pension Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Pension Plan qualifies under Code Section 401(k), unless the ERISA Pension Plan was first adopted at a time for which the above-described “"remedial amendment period” " has not yet expired; (d) the ERISA Pension Plan currently satisfies the requirements of Code Section 410(b), subject without regard to any retroactive amendment that may be made within the above-described “"remedial amendment period”"; and (e) no contribution made to the ERISA Pension Plan is subject to an excise tax under Code Section 4972. With respect to any Pension PlanAs used in this Section, "material" means the “accumulated benefit obligation” measure of Controlled Group members with respect to the Pension Plan (a matter of significance which shall be determined as determined in accordance with Statement of Accounting Standards No. 87, “Employees Accounting for Pensions”) does not exceed the fair market value of Pension Plan assets by being an amount that would have a Material Adverse Effect. Each Foreign Employee Benefit Plan is in compliance in all material respects with all laws, regulations and rules applicable thereto and the respective requirements of the governing documents for Foreign Employee Benefit Plan. With respect to any Foreign Employee Benefit Plan, reasonable reserves have been established in accordance with local laws or prudent business practice or where required by ordinary accounting practices in the jurisdiction in which Foreign Employee Benefit Plan is maintainedexceeding Ten Million Dollars ($10,000,000).

Employee Benefits Plans. Schedule 6.11 hereto identifies each ERISA Plan as of the Closing Date. No material ERISA Event has occurred or is reasonably expected to occur with respect to an ERISA Plan. No Full payment has been made of all material amounts that a Controlled Group member has failed is required, under applicable law or under the governing documents, to make have paid as a required contribution to or a benefit under each ERISA Plan. The material installment or other required material payment under Section 412(a) liability of the Code on or before the due date or within a reasonable time after such due date. No each Controlled Group member has failed with respect to make contributions to an each ERISA Plan that is a Multiemployer Plan in accordance with the applicable governing documents which is reasonably likely to result in a material liability to the Controlled Group memberhas been fully funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for on its financial statements. No Benefit Plan (other than a Multiemployer Plan) has any accumulated funding deficiency (as defined in Section 412(a) of the Code). None of the Companies material changes have adopted occurred or plans are expected to adopt any amendments occur that could reasonably result in would cause a material increase in the cost of providing benefits under the ERISA Plan. With respect to each ERISA Plan (other than a Multiemployer Plan) that is intended to be qualified under Code Section 401(a), (a) the ERISA Plan and any associated trust operationally materially comply (or as soon as reasonably practicable are corrected to comply) with the applicable requirements of Code Section 401(a); (b) the ERISA Plan and any associated trust have been amended to materially comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “remedial amendment period” available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); (c) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan materially qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan materially qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “remedial amendment period” has not yet expired; (d) the ERISA Plan currently satisfies the material requirements of Code Section 410(b), subject without regard to any retroactive amendment that may be made within the above-described “remedial amendment period”; and (e) no contribution made to the ERISA Plan is subject to an a material excise tax under Code Section 4972. With respect to any Pension Plan, the “accumulated benefit obligation” of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employees Employers’ Accounting for Pensions”) does not materially exceed the fair market value of Pension Plan assets by an amount that would have a Material Adverse Effect. Each Foreign Employee Benefit Plan is in compliance in all material respects with all laws, regulations and rules applicable thereto and the respective requirements of the governing documents for Foreign Employee Benefit Plan. With respect to any Foreign Employee Benefit Plan, reasonable reserves have been established in accordance with local laws or prudent business practice or where required by ordinary accounting practices in the jurisdiction in which Foreign Employee Benefit Plan is maintainedassets.

Employee Benefits Plans. Schedule 6.11 hereto identifies each ERISA Plan as of the Closing Date. No ERISA Event has occurred or is reasonably expected to occur with respect to an ERISA Plan. No Full payment has been made of all amounts which a Controlled Group member has failed is required, under applicable law or under the governing documents, to make have been paid as a required material installment contribution to or other required material payment a benefit under Section 412(a) each ERISA Plan. The liability of the Code on or before the due date or within a reasonable time after such due date. No each Controlled Group member has failed with respect to make contributions to an each ERISA Plan that is a Multiemployer Plan in accordance with the applicable governing documents which is reasonably likely to result in a material liability to the Controlled Group memberhas been fully funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for on its financial statements. No Benefit Plan (other than a Multiemployer Plan) has any accumulated funding deficiency (as defined in Section 412(a) of the Code). None of the Companies changes have adopted occurred or plans are expected to adopt any amendments occur that could reasonably result in would cause a material increase in the cost of providing benefits under the ERISA Plan. With respect to each ERISA Plan (other than a Multiemployer Plan) that is intended to be qualified under Code Section 401(a), ): (a) the ERISA Plan and any associated trust operationally comply (or as soon as reasonably practicable are corrected to comply) with the applicable requirements of Code Section 401(a); , (b) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “"remedial amendment period” " available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); , (c) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “"remedial amendment period” " has not yet expired; , (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject without regard to any retroactive amendment that may be made within the above-described “"remedial amendment period”; ," and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972. With respect to any Pension Plan, the “"accumulated benefit obligation” " of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employees "Employers' Accounting for Pensions”") does not exceed the fair market value of Pension Plan assets by an amount more than Two Hundred Fifty Thousand Dollars ($250,000). The aggregate potential amount of liability that would have result if all Controlled Group members withdrew from all Multiemployer Plans in a "complete withdrawal" (within the meaning of ERISA Section 4203) would not be reasonably likely to cause or result in a Material Adverse Effect. Each Foreign Employee Benefit Plan is in compliance in all material respects with all laws, regulations and rules applicable thereto and the respective requirements of the governing documents for Foreign Employee Benefit Plan. With respect to any Foreign Employee Benefit Plan, reasonable reserves have been established in accordance with local laws or prudent business practice or where required by ordinary accounting practices in the jurisdiction in which Foreign Employee Benefit Plan is maintained.

Employee Benefits Plans. (a) US Employee Benefit Plans. Schedule 6.11 hereto (as such schedule may be amended or supplemented from time to time) identifies each ERISA Plan as of the Closing DatePlan. No ERISA Event has occurred or is reasonably expected to occur with respect to an ERISA Plan. No Full payment has been made of all amounts that a Controlled Group member has failed is required, under applicable law or under the governing documents, to make have paid as a required material installment contribution to or other required material payment a benefit under Section 412(a) each ERISA Plan. The liability of the Code on or before the due date or within a reasonable time after such due date. No each Controlled Group member has failed with respect to make contributions to an each ERISA Plan that is a Multiemployer Plan in accordance with the applicable governing documents which is reasonably likely to result in a material liability to the Controlled Group memberhas been fully funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for on its financial statements. No Benefit Plan (other than a Multiemployer Plan) has any accumulated funding deficiency (as defined in Section 412(a) of the Code). None of the Companies changes have adopted occurred or plans are expected to adopt any amendments occur that could reasonably result in would cause a material increase in the cost of providing benefits under the ERISA Plan. With respect to each ERISA Plan (other than a Multiemployer Plan) that is intended to be qualified under Code Section 401(a), (a) the ERISA Plan and any associated trust operationally comply (or as soon as reasonably practicable are corrected to comply) with the applicable requirements of Code Section 401(a); (b) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “remedial amendment period” available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); (c) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “remedial amendment period” has not yet expired; (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject without regard to any retroactive amendment that may be made within the above-described “remedial amendment period”; and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972. With respect to any Pension Plan, the “accumulated benefit obligation” of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employees Employers’ Accounting for Pensions”) does not exceed the fair market value of Pension Plan assets assets. (b) Foreign Pension Plan and Benefit Plans. Schedule 6.11 hereto (as such schedule may be amended or supplemented from time to time) lists all Foreign Benefit Plans and Foreign Pension Plans currently maintained or contributed to by an amount that the Borrower and any appropriate Foreign Subsidiaries. The Foreign Pension Plans are duly registered under all applicable laws which require registration. The Borrower and any appropriate Foreign Subsidiaries have complied with and performed all of its obligations under and in respect of the Foreign Pension Plans and Foreign Benefit Plans under the terms thereof, any funding agreements and all applicable laws (including any fiduciary, funding, investment and administration obligations) except to the extent as would not reasonably be expected to have a Material Adverse Effect. Each All employer and employee payments, contributions or premiums to be remitted, paid to or in respect of each Foreign Employee Pension Plan or Foreign Benefit Plan is in compliance in all material respects with all laws, regulations and rules applicable thereto and the respective requirements of the governing documents for Foreign Employee Benefit Plan. With respect to any Foreign Employee Benefit Plan, reasonable reserves have been established paid in a timely fashion in accordance with local the terms thereof, any funding agreement and all applicable laws except to the extent the failure to do so would not reasonably be expected to have a Material Adverse Effect. There are no outstanding actions or prudent business practice suits concerning the assets of the Foreign Pension Plans or where the Foreign Benefit Plans. Each of the Foreign Pension Plans is fully funded on an ongoing basis as required by ordinary accounting practices in all laws applicable to such Foreign Pension Plans (using actuarial methods and assumptions as of the jurisdiction in which Foreign Employee Benefit Plan is maintaineddate of the valuations last filed with the applicable Governmental Authorities and that are consistent with generally accepted actuarial principles).

Employee Benefits Plans. Schedule 6.11 6.10 hereto identifies each ERISA Plan as of the Closing DatePlan. No ERISA Event has occurred or is reasonably expected to occur with respect to an ERISA Plan. No Full payment has been made of all amounts which a Controlled Group member has failed is required, under applicable law or under the governing documents, to make have been paid as a required material installment contribution to or other required material payment a benefit under Section 412(a) each ERISA Plan. The liability of the Code on or before the due date or within a reasonable time after such due date. No each Controlled Group member has failed with respect to make contributions to an each ERISA Plan that is a Multiemployer Plan in accordance with the applicable governing documents which is reasonably likely to result in a material liability to the Controlled Group memberqualified under Code Section 401(a) has been fully funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for on its financial statements. No Benefit Plan (other than a Multiemployer Plan) has any accumulated funding deficiency (as defined in Section 412(a) of the Code). None of the Companies changes have adopted occurred or plans are expected to adopt any amendments occur that could reasonably result in would cause a material increase in the cost of providing benefits under the ERISA Plan. With respect to each ERISA Plan (other than a Multiemployer Plan) that is intended to be qualified under Code Section 401(a), (a) the ERISA Plan and any associated trust operationally comply (or as soon as reasonably practicable are corrected to comply) with the applicable requirements of Code Section 401(a)) in all material respects or are subject to cure under a correction program approved by a Governmental Authority; (b) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “"remedial amendment period” " available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); (c) to the extent applicable, the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “"remedial amendment period” " has not yet expired; (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject to any retroactive amendment that may be made within the above-described “"remedial amendment period”"; and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972. With respect to any Pension PlanPlan qualified under Code Section 401(a), the “"accumulated benefit obligation” " of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employees "Employers' Accounting for Pensions”") does not exceed the fair market value of Pension Plan assets by an amount that would have a Material Adverse Effect. Each Foreign Employee Benefit Plan is in compliance in all material respects with all laws, regulations and rules applicable thereto and the respective requirements of the governing documents for Foreign Employee Benefit Plan. With respect to any Foreign Employee Benefit Plan, reasonable reserves have been established in accordance with local laws or prudent business practice or where required by ordinary accounting practices in the jurisdiction in which Foreign Employee Benefit Plan is maintainedassets.

Employee Benefits Plans. Schedule 6.11 hereto identifies each ERISA Plan as of the Closing Date. No ERISA Event has occurred or is reasonably expected to occur with respect to an ERISA Plan. No Full payment has been made of all amounts that a Controlled Group member has failed is required, under applicable law or under the governing documents, to make have paid as a required material installment contribution to or other required material payment a benefit under Section 412(a) each ERISA Plan. The liability of the Code on or before the due date or within a reasonable time after such due date. No each Controlled Group member has failed with respect to make contributions to an each ERISA Plan that is a Multiemployer Plan in accordance with the applicable governing documents which is reasonably likely to result in a material liability to the Controlled Group memberhas been fully funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for on its financial statements. No Benefit Plan (other than a Multiemployer Plan) has any accumulated funding deficiency (as defined in Section 412(a) of the Code). None of the Companies changes have adopted occurred or plans are expected to adopt any amendments occur that could reasonably result in would cause a material increase in the cost of providing benefits under the ERISA Plan. With respect to each ERISA Plan (other than a Multiemployer Plan) that is intended to be qualified under Code Section 401(a), (a) the ERISA Plan and any associated trust operationally comply (or as soon as reasonably practicable are corrected to comply) with the applicable requirements of Code Section 401(a); (b) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “remedial amendment period” available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); (c) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “remedial amendment period” has not yet expired; (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject without regard to any retroactive amendment that may be made within the above-described “remedial amendment period”; and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972. With respect to any Pension Plan, the “accumulated benefit obligation” of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employees Employers’ Accounting for Pensions”) does not exceed the fair market value of Pension Plan assets by an amount that would have a Material Adverse Effectassets. Each Foreign Employee Benefit Plan is in compliance in all material respects Any failure with all laws, regulations and rules applicable thereto and the respective requirements of the governing documents for Foreign Employee Benefit Plan. With respect to any Foreign Employee Benefit Plan, reasonable reserves have been established this Section 6.11 shall not be deemed to be a violation of this provision unless such failure has had or could reasonably be expected to result in accordance with local laws liabilities or prudent business practice claims against one or where required by ordinary accounting practices more Borrowers or Controlled Group members in the jurisdiction in which Foreign Employee Benefit Plan is maintainedan aggregate amount of Five Hundred Thousand Dollars ($500,000) or more.

Employee Benefits Plans. Schedule SCHEDULE 6.11 hereto identifies each ERISA Plan as of the Closing DatePlan. No ERISA Event has occurred or is reasonably expected to occur with respect to an ERISA Plan. No Full payment has been made of all amounts which a Controlled Group member has failed is required, under applicable law or under the governing documents, to make have been paid as a required material installment contribution to or other required material payment a benefit under Section 412(a) each ERISA Plan. The liability of the Code on or before the due date or within a reasonable time after such due date. No each Controlled Group member has failed with respect to make contributions to an each ERISA Plan that is a Multiemployer Plan in accordance with the applicable governing documents which is reasonably likely to result in a material liability to the Controlled Group memberhas been fully funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for on its financial statements. No Benefit Plan (other than a Multiemployer Plan) has any accumulated funding deficiency (as defined in Section 412(a) of the Code). None of the Companies changes have adopted occurred or plans are expected to adopt any amendments occur that could reasonably result in would cause a material increase in the cost of providing benefits under the ERISA Plan. With respect to each ERISA Plan (other than a Multiemployer Plan) that is intended to be qualified under Code Section 401(a), ): (a) the ERISA Plan and any associated trust operationally comply (or as soon as reasonably practicable are corrected to comply) with the applicable requirements of Code Section 401(a401 (a); , (b) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “"remedial amendment period” " available under Code Section 401(b401 (b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); , (c) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a501 (a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-above- described “"remedial amendment period” " has not yet expired; , (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject without regard to any retroactive amendment that may be made within the above-described “"remedial amendment period”; ", and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972. With respect to any Pension Plan, the “"accumulated benefit obligation” " of Controlled Group members with respect to the Pension Plan (as has determined in accordance with Statement of Accounting Standards No. 87, “Employees "Employers' Accounting for Pensions”") does not exceed the fair market value of Pension Plan assets by an assets. The aggregate potential amount of liability that would have result if all Controlled Group members withdrew from all Multiemployer Plans in a Material Adverse Effect. Each Foreign Employee Benefit Plan is in compliance in all material respects with all laws, regulations and rules applicable thereto and "complete withdrawal" (within the respective requirements meaning of the governing documents for Foreign Employee Benefit Plan. With respect to any Foreign Employee Benefit Plan, reasonable reserves have been established in accordance with local laws or prudent business practice or where required by ordinary accounting practices in the jurisdiction in which Foreign Employee Benefit Plan is maintainedERISA Section 4203) would not exceed Twenty-Five Thousand Dollars ($25,000).

Employee Benefits Plans. Schedule 6.11 6.10 hereto identifies each ERISA Plan as of Plan. Since the Closing Effective Date. No , no ERISA Event has occurred or is reasonably expected to occur with respect to an ERISA PlanPlan that could reasonably be expected to have a Material Adverse Effect. No Full payment has been made of all amounts which a Controlled Group member has failed is required, under applicable law or under the governing documents, to make have been paid as a required material installment contribution to or other required material payment a benefit under Section 412(a) each ERISA Plan. The liability of the Code on or before the due date or within a reasonable time after such due date. No each Controlled Group member has failed with respect to make contributions to an each ERISA Plan that is a Multiemployer Plan has been funded based upon reasonable and proper actuarial assumptions and in accordance with the applicable governing documents which is reasonably likely to result in a material liability to the Controlled Group memberlaw, has been fully insured, or has been fully reserved for on its financial statements. No Benefit Plan (other than a Multiemployer Plan) has any accumulated funding deficiency (as defined in Section 412(a) of the Code). None of the Companies changes have adopted occurred or plans are expected to adopt any amendments occur that could reasonably result in would cause a material increase in the cost of providing benefits under the ERISA PlanPlan that could reasonably be expected to have a Material Adverse Effect. With respect to each ERISA Plan (other than a Multiemployer Plan) that is intended to be qualified under Code Section 401(a), ): (a) the ERISA Plan and any associated trust operationally comply (or as soon as reasonably practicable are corrected to comply) with the applicable requirements of Code Section 401(a); , (b) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “remedial amendment period” available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); , (c) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement employee stock ownership plan under the ERISA Plan qualifies under Code Section 401(k4975(e)(7), unless the ERISA Plan was first adopted at a time for which the above-described “remedial amendment period” has not yet expired; , (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject without regard to any retroactive amendment that may be made within the above-described “remedial amendment period”; , and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972. With respect to any all Pension PlanPlans, the aggregate “accumulated benefit obligation” of Controlled Group members with respect to the such Pension Plan Plans (as determined in accordance with Statement of Accounting Standards No. 87, “Employees Employers’ Accounting for Pensions”) does not exceed the aggregate fair market value of all Pension Plan assets by an amount that more than 15% of Consolidated Net Worth. If all Controlled Group members withdrew from all Multiemployer Plans in a “complete withdrawal” (within the meaning of ERISA Section 4203) such withdrawal would have not reasonably be expected to result in a Material Adverse Effect. Each Foreign Employee Benefit Plan is in compliance in all material respects with all laws, regulations and rules applicable thereto and the respective requirements of the governing documents for Foreign Employee Benefit Plan. With respect to any Foreign Employee Benefit Plan, reasonable reserves have been established in accordance with local laws or prudent business practice or where required by ordinary accounting practices in the jurisdiction in which Foreign Employee Benefit Plan is maintained.

Employee Benefits Plans. Schedule 6.11 hereto identifies each ERISA Plan as of the Closing Date. No ERISA Event has occurred or is reasonably expected to occur with respect to an ERISA Plan. No Full payment has been made of all amounts which a Controlled Group member has failed is required, under applicable law or under the governing documents, to make have been paid as a required material installment contribution to or other required material payment a benefit under Section 412(a) each ERISA Plan. The liability of the Code on or before the due date or within a reasonable time after such due date. No each Controlled Group member has failed with respect to make contributions to an each ERISA Plan that is a Multiemployer Plan in accordance with the applicable governing documents which is reasonably likely to result in a material liability to the Controlled Group memberhas been fully funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for on its financial statements. No Benefit Plan (other than a Multiemployer Plan) has any accumulated funding deficiency (as defined in Section 412(a) of the Code). None of the Companies changes have adopted occurred or plans are expected to adopt any amendments occur that could reasonably result in would cause a material increase in the cost of providing benefits under the ERISA Plan. With respect to each ERISA Plan (other than a Multiemployer Plan) that is intended to be qualified under Code Section 401(a), (a) the ERISA Plan and any associated trust operationally comply (or as soon as reasonably practicable are corrected to comply) with the applicable requirements of Code Section 401(a); (b) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “"remedial amendment period” " available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); (c) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “"remedial amendment period” " has not yet expired; (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject without regard to any retroactive amendment that may be made within the above-described “"remedial amendment period”"; and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972. With respect to any Pension Plan, the “"accumulated benefit obligation” " of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employees "Employers' Accounting for Pensions”") does not exceed the fair market value of Pension Plan assets by an amount that would have a Material Adverse Effect. Each Foreign Employee Benefit Plan is in compliance in all material respects with all laws, regulations and rules applicable thereto and the respective requirements of the governing documents for Foreign Employee Benefit Plan. With respect to any Foreign Employee Benefit Plan, reasonable reserves have been established in accordance with local laws or prudent business practice or where required by ordinary accounting practices in the jurisdiction in which Foreign Employee Benefit Plan is maintainedassets.

Employee Benefits Plans. Schedule 6.11 6.10 hereto identifies each ERISA Plan as of Plan. Since the Closing Effective Date. No , no ERISA Event has occurred or is reasonably expected to occur with respect to an ERISA PlanPlan that could reasonably be expected to have a Material Adverse Effect. No Full payment has been made of all amounts which a Controlled Group member has failed is required, under applicable law or under the governing documents, to make have been paid as a required material installment contribution to or other required material payment a benefit under Section 412(a) each ERISA Plan. The liability of the Code on or before the due date or within a reasonable time after such due date. No each Controlled Group member has failed with respect to make contributions to an each ERISA Plan that is a Multiemployer Plan has been funded based upon reasonable and proper actuarial assumptions and in accordance with the applicable governing documents which is reasonably likely to result in a material liability to the Controlled Group memberlaw, has been fully insured, or has been fully reserved for on its financial statements. No Benefit Plan (other than a Multiemployer Plan) has any accumulated funding deficiency (as defined in Section 412(a) of the Code). None of the Companies changes have adopted occurred or plans are expected to adopt any amendments occur that could reasonably result in would cause a material increase in the cost of providing benefits under the ERISA PlanPlan that could reasonably be expected to have a Material Adverse Effect. With respect to each ERISA Plan (other than a Multiemployer Plan) that is intended to be qualified under Code Section 401(a), ): (a) the ERISA Plan and any associated trust operationally comply (or as soon as reasonably practicable are corrected to comply) with the applicable requirements of Code Section 401(a); , (b) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “remedial amendment period” available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); , (c) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement employee stock ownership plan under the ERISA Plan qualifies under Code Section 401(k4975(e)(7), unless the ERISA Plan was first adopted at a time for which the above-described “remedial amendment period” has not yet expired; , (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject without regard to any retroactive amendment that may be made within the above-described “remedial amendment period”; , and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972. With respect to any all Pension PlanPlans, the aggregate “accumulated benefit obligation” of Controlled Group members with respect to the such Pension Plan Plans (as determined in accordance with Statement of Accounting Standards No. 87, “Employees Employers’ Accounting for Pensions”) does not exceed the aggregate fair market value of all Pension Plan assets by an amount that more than 15% of Consolidated Net Worth. If all Controlled Group members withdrew from all NAI-1519170929v11 Multiemployer Plans in a “complete withdrawal” (within the meaning of ERISA Section 4203) such withdrawal would have not reasonably be expected to result in a Material Adverse Effect. Each Foreign Employee Benefit Plan is in compliance in all material respects with all laws, regulations and rules applicable thereto and the respective requirements of the governing documents for Foreign Employee Benefit Plan. With respect to any Foreign Employee Benefit Plan, reasonable reserves have been established in accordance with local laws or prudent business practice or where required by ordinary accounting practices in the jurisdiction in which Foreign Employee Benefit Plan is maintained.

Employee Benefits Plans. Schedule 6.11 SCHEDULE 7.11 hereto identifies each ERISA Plan as of the Closing DatePlan. No ERISA Event has occurred or is reasonably expected to occur with respect to an ERISA Plan. No Full payment has been made of all material amounts which a Controlled Group member has failed is required, under applicable law or under the governing documents, to make have been paid as a required material installment contribution to or other required material payment a benefit under Section 412(a) each ERISA Plan. The liability of the Code on or before the due date or within a reasonable time after such due date. No each Controlled Group member has failed with respect to make contributions to an each ERISA Plan that is a Multiemployer Plan in accordance with the applicable governing documents which is reasonably likely to result in a material liability has been fully funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for on its financial statements to the Controlled Group memberextent required by GAAP. No Benefit Plan (other than a Multiemployer Plan) has any accumulated funding deficiency (as defined in Section 412(a) of the Code). None of the Companies changes have adopted occurred or plans are expected to adopt any amendments occur that could reasonably result in would cause a material increase in the cost of providing benefits under the any ERISA Plan. With respect to each ERISA Plan (other than a Multiemployer Plan) that is intended to be qualified under Code Section 401(a), ): (a) the ERISA Plan and any associated trust operationally comply (or as soon as reasonably practicable are corrected to comply) with the applicable requirements of Code Section 401(a); , (b) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “"remedial amendment period” " available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); , (c) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “"remedial amendment period” " has not yet expired; , (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject without regard to any retroactive amendment that may be made within the above-described “"remedial amendment period”; ", and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972. With respect to any Pension Plan, the “"accumulated benefit obligation” " of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employees "Employers' Accounting for Pensions”") does not exceed the fair market value of Pension Plan assets by an amount that would have a Material Adverse Effectassets. Each Foreign Employee Benefit Plan is in compliance in all material respects with all laws, regulations and rules applicable thereto and the respective requirements of the governing documents for Foreign Employee Benefit Plan. With respect to any Foreign Employee Benefit Plan, reasonable reserves have been established in accordance with local laws No Controlled Group Member has or prudent business practice or where required by ordinary accounting practices has had in the jurisdiction in which Foreign Employee Benefit Plan is maintainedpast, an obligation to contribute to a Multiemployer Plan.

Employee Benefits Plans. Schedule 6.11 hereto identifies each Each ERISA Plan as of the Closing Dateis identified on Schedule 4.09 hereto. No ERISA Event has occurred prior to the Closing Date that is unresolved and no other ERISA Event has occurred or is reasonably expected to occur with respect to an ERISA Plan. No Full payment has been made of all amounts which a Controlled Group member has failed is required, under applicable law or under the governing documents, to make have been paid as a required material installment contribution to or other required material payment a benefit under Section 412(a) each ERISA Plan. The liability of the Code on or before the due date or within a reasonable time after such due date. No each Controlled Group member has failed with respect to make contributions to an each ERISA Plan that is a Multiemployer Plan in accordance with the applicable governing documents which is reasonably likely to result in a material liability to the Controlled Group memberhas been fully funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for on its financial statements. No Benefit Plan (other than a Multiemployer Plan) has any accumulated funding deficiency (as defined in Section 412(a) of the Code). None of the Companies changes have adopted occurred or plans are expected to adopt any amendments occur that could reasonably result in would cause a material increase in the cost of providing benefits under the ERISA Plan. With respect to each ERISA Plan (other than a Multiemployer Plan) that is intended to be qualified under Code Section 401(a), ): (a) the ERISA Plan and any associated trust operationally comply (or as soon as reasonably practicable are corrected to comply) with the applicable requirements of Code Section 401(a); , (b) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “remedial amendment period” available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); , (c) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “remedial amendment period” has not yet expired; , (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject without regard to any retroactive amendment that may be made within the above-described “remedial amendment period”; , and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972. With respect to any Pension Plan, except as set forth on Schedule 4.09 hereto, the “accumulated benefit obligation” of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employees Employers’ Accounting for Pensions”) does not exceed the fair market value of Pension Plan assets by an amount that would have a Material Adverse Effect. Each Foreign Employee Benefit Plan is in compliance in all material respects with all laws, regulations and rules applicable thereto and the respective requirements of the governing documents for Foreign Employee Benefit Plan. With respect to any Foreign Employee Benefit Plan, reasonable reserves have been established in accordance with local laws or prudent business practice or where required by ordinary accounting practices in the jurisdiction in which Foreign Employee Benefit Plan is maintainedassets.

Employee Benefits Plans. Schedule 6.11 hereto identifies each ERISA Plan as of the Closing Date. No ERISA Event has occurred or is reasonably expected to occur with respect to an ERISA Plan. No Full payment has been made of all amounts that a Controlled Group member has failed is required, under applicable law or under the governing documents, to make have paid as a required material installment contribution to or other required material payment a benefit under Section 412(a) each ERISA Plan. The liability of the Code on or before the due date or within a reasonable time after such due date. No each Controlled Group member has failed with respect to make contributions to an each ERISA Plan that is a Multiemployer Plan in accordance with the applicable governing documents which is reasonably likely to result in a material liability to the Controlled Group memberhas been fully funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for on its financial statements. No Benefit Plan (other than a Multiemployer Plan) has any accumulated funding deficiency (as defined in Section 412(a) of the Code). None of the Companies changes have adopted occurred or plans are expected to adopt any amendments occur that could reasonably result in would cause a material increase in the cost of providing benefits under the ERISA PlanPlan (other than increases in the number of Company employees, revision of the scope of health care plans, and deductibles, franchises, and co-pay clauses thereunder, or increases in costs imposed by plan providers or administrators). With respect to each ERISA Plan (other than a Multiemployer Plan) that is intended to be qualified under Code Section 401(a), (a) the ERISA Plan and any associated trust operationally comply (or as soon as reasonably practicable are corrected to comply) with the material applicable requirements of Code Section 401(a); (b) the ERISA Plan and any associated trust have been amended to comply with all such material requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “remedial amendment period” available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); (c) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “remedial amendment period” has not yet expired; (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject to any retroactive amendment that may be made within the above-described “remedial amendment period”; and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972. With respect to any Pension Plan, the “accumulated benefit obligation” of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employees Employers’ Accounting for Pensions”) does not exceed the fair market value of Pension Plan assets by assets. As used in this Section 6.11, “material” means the measure of a matter of significance that shall be determined as being an amount that would have a Material Adverse Effect. Each Foreign Employee Benefit Plan is in compliance in all material respects with all laws, regulations and rules applicable thereto and the respective requirements equal to five percent (5%) of the governing documents for Foreign Employee Benefit Plan. With respect to any Foreign Employee Benefit Plan, reasonable reserves have been established in accordance with local laws or prudent business practice or where required by ordinary accounting practices in the jurisdiction in which Foreign Employee Benefit Plan is maintainedConsolidated Net Worth.

Employee Benefits Plans. Schedule 6.11 hereto identifies each ERISA Plan as of the Closing Date. No ERISA Event has occurred or is reasonably expected to occur with respect to an ERISA PlanPlan that could reasonably be expected to have a Material Adverse Effect. No Except as could not reasonably be expected to have a Material Adverse Effect, (a) full payment has been made of all amounts that each Controlled Group member has failed is required, under applicable law or under the governing documents, to make have paid as a required material installment contribution to or other required material payment a benefit under Section 412(aeach ERISA Plan; (b) the liability of the Code on or before the due date or within a reasonable time after such due date. No each Controlled Group member has failed with respect to make contributions to an each ERISA Plan has been fully funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for on its financial statements, and (c) no changes have occurred or are expected to occur that is a Multiemployer Plan in accordance with the applicable governing documents which is reasonably likely to result in a material liability to the Controlled Group member. No Benefit Plan (other than a Multiemployer Plan) has any accumulated funding deficiency (as defined in Section 412(a) of the Code). None of the Companies have adopted or plans to adopt any amendments that could reasonably result in would cause a material increase in the cost of providing benefits under the ERISA Plan. With respect to each ERISA Plan (other than a Multiemployer Plan) that is intended to be qualified under Code Section 401(a), except as could not reasonably be expected to have a Material Adverse Effect, (ai) the ERISA Plan and any associated trust operationally comply (or as soon as reasonably practicable are corrected to comply) with the applicable requirements of Code Section 401(a); (bii) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “remedial amendment period” available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); (ciii) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating or is in the form of a prototype or volume submitter plan that is the ERISA Plan qualifies under Code Section 401(a), that subject of a favorable opinion letter from the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k)Internal Revenue Service, unless the ERISA Plan was first adopted at a time for which the above-above described “remedial amendment period” has not yet expiredexpired and subject to changes the Internal Revenue Service makes to the determination letter process; (div) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject to any retroactive amendment that may be made within the above-described “remedial amendment period”; and (ev) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972. With respect to any Pension Plan, the “accumulated benefit obligation” of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employees Employers’ Accounting for Pensions”, as amended) does not exceed the fair market value of Pension Plan assets by an amount that would reasonably be expected to have a Material Adverse Effect. Each Foreign Employee Benefit Plan is in compliance in all material respects with all lawsThe Borrower represents that, regulations and rules applicable thereto and the respective requirements as of the governing documents date hereof and throughout the term of this Agreement, no Credit Party is (1) an employee benefit plan subject to Title I of ERISA, (2) a plan or account subject to Section 4975 of the Code; (3) an entity deemed to hold “plan assets” of any such plans or accounts for Foreign Employee Benefit Plan. With respect to any Foreign Employee Benefit Plan, reasonable reserves have been established in accordance with local laws purposes of ERISA or prudent business practice the Code; or where required by ordinary accounting practices in (4) a “governmental plan” within the jurisdiction in which Foreign Employee Benefit Plan is maintainedmeaning of ERISA.

Employee Benefits Plans. Schedule 6.11 6.10 hereto identifies each ERISA Plan as of the Closing Date. No ERISA Event has occurred or is reasonably expected to occur with respect to an ERISA Plan. No Controlled Group member has failed With respect to make a required material installment or other required material payment under Section 412(a) of the Code on or before the due date or within a reasonable time after such due date. No Controlled Group member has failed to make contributions to an ERISA Plan that is a Multiemployer Plan in accordance with the applicable governing documents which is reasonably likely to result in a material liability to the Controlled Group member. No Benefit Plan (other than a Multiemployer any Pension Plan) has any , no accumulated funding deficiency (as defined in exists for which there would be an excise tax under Code Section 412(a) of the Code)4971. None of the Companies No changes have adopted occurred or plans are expected to adopt any amendments occur that could reasonably result in would cause a material increase in the cost of providing benefits under the ERISA Plan. With respect to each ERISA Plan (other than a Multiemployer Plan) that is intended to be qualified under Code Section 401(a), (a) the ERISA Plan and any associated trust operationally comply (or as soon as reasonably practicable are corrected to comply) with the applicable requirements of Code Section 401(a); (b) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “remedial amendment period” available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); (c) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “remedial amendment period” has not yet expired; (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject to any retroactive amendment that may be made within the above-described “remedial amendment period”; and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972. With respect to any Pension Plan, the “accumulated benefit obligation” of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employees Employers’ Accounting for Pensions”) does not exceed the fair market value of Pension Plan assets by an amount that would have a Material Adverse Effect. Each Foreign Employee Benefit Plan is in compliance in all material respects with all laws, regulations and rules applicable thereto and the respective requirements of the governing documents for Foreign Employee Benefit Plan. With respect to any Foreign Employee Benefit Plan, reasonable reserves have been established in accordance with local laws or prudent business practice or where required by ordinary accounting practices in the jurisdiction in which Foreign Employee Benefit Plan is maintainedassets.

Employee Benefits Plans. Schedule 6.11 6.10 hereto identifies each ERISA Plan Plan. Except as of the Closing Date. No set forth on Schedule 6.10 hereto, no ERISA Event has occurred or is reasonably expected to occur with respect to an ERISA Plan. No Full payment has been made of all amounts that a Controlled Group member has failed is required, under applicable law or under the governing documents, to make have been paid as a required material installment contribution to or other required material payment a benefit under Section 412(a) each ERISA Plan. The liability of the Code on or before the due date or within a reasonable time after such due date. No each Controlled Group member has failed with respect to make contributions to an each ERISA Plan that is a Multiemployer Plan in accordance with the applicable governing documents which is reasonably likely to result in a material liability to the Controlled Group memberhas been fully funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for on its financial statements. No Benefit Plan (other than a Multiemployer Plan) has any accumulated funding deficiency (as defined in Section 412(a) of the Code). None of the Companies changes have adopted occurred or plans are expected to adopt any amendments occur that could reasonably result in would cause a material increase in the cost of providing benefits under the ERISA Plan. With respect to each ERISA Plan (other than a Multiemployer Plan) that is intended to be qualified under Code Section 401(a), ): (a) the ERISA Plan and any associated trust operationally comply (or as soon as reasonably practicable are corrected to comply) with the applicable requirements of Code Section 401(a); , (b) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “"remedial amendment period” " available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); , (c) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “"remedial amendment period” " has not yet expired; , (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject without regard to any retroactive amendment that may be made within the above-described “"remedial amendment period”; ", and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972. With Except as set forth on Schedule 6.10 hereto, with respect to any Pension Plan, the “"accumulated benefit obligation” " of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employees "Employers' Accounting for Pensions”") does not exceed the fair market value of Pension Plan assets by an amount that would have a Material Adverse Effect. Each Foreign Employee Benefit Plan is in compliance in all material respects with all laws, regulations and rules applicable thereto and the respective requirements of the governing documents for Foreign Employee Benefit Plan. With respect to any Foreign Employee Benefit Plan, reasonable reserves have been established in accordance with local laws or prudent business practice or where required by ordinary accounting practices in the jurisdiction in which Foreign Employee Benefit Plan is maintainedassets.

Employee Benefits Plans. Schedule 6.11 hereto identifies each ERISA Plan as of the Closing Date. No ERISA Event has occurred or is reasonably expected to occur with respect to an ERISA Plan. No Controlled Group member has failed to make a required material installment or other required material payment under Section 412(a(a) of the Code on or before the due date or within a reasonable time after such due date. No Controlled Group member has failed to make contributions to an ERISA Plan that is a Multiemployer Plan in accordance with the applicable governing documents which is reasonably likely to result in a material liability to the Controlled Group member. No Benefit Plan (other than a Multiemployer Plan) has any accumulated funding deficiency Each employee pension benefit plan (as defined in Section 412(a3(2) of the Code). None Title I of the Companies Employee Retirement Income Security Act of 1974, as amended ("ERISA")) of Seller under which any benefits have adopted or plans been provided to adopt any amendments that could reasonably result in a material increase in the cost of providing benefits under the ERISA Plan. With respect to each ERISA Plan (other than a Multiemployer Plan) Business Employee and that is intended to be a tax qualified plan under Code Section 401(a), ) of the Code (athe "Plan") the ERISA Plan has been and any associated trust operationally comply (or as soon as reasonably practicable are corrected to comply) is being operated in accordance with the applicable requirements documents and instruments governing such Plan, and such documents and instruments are consistent with those provisions of Code Section 401(a); (b) ERISA and the ERISA Plan regulations adopted pursuant thereto which are effective and any associated trust operative as of the date of this Agreement, except to the extent that such documents and instruments have not yet been amended to comply with all such requirements as currently for certain changes in effectlaws and regulations. To the best of Seller's knowledge, other than those requirements for which a retroactive amendment can be made no Plan has incurred any material accumulated funding deficiency within the “remedial amendment period” available under Code meaning of Section 401(b) (as extended under Treasury Regulations 302 of ERISA, whether or not waived, and other Treasury pronouncements upon which taxpayers may rely); (c) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “remedial amendment period” Seller has not yet expired; (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject to incurred any retroactive amendment that may be made within the above-described “remedial amendment period”; and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972. With respect to any Pension Plan, the “accumulated benefit obligation” of Controlled Group members material liability with respect to the Pension Plan (as determined that is not reflected in the Financial Information in accordance with Statement generally accepted accounting principles. To the best of Accounting Standards NoSeller's knowledge, no Plan nor any trust created thereunder nor any trustee or administrator thereof has engaged in a prohibited transaction within the meaning of Section 406 of ERISA or Section 4975 of the Code for which an exception is not available. 87Seller shall make all required Contributions to each Plan within the period required by ERISA and the Code. (b) Section 5.19(b) of the Disclosure Schedule contains a list of each Plan, “"employee welfare benefit plan" (as defined in Section 3(1)of ERISA), pension plan, stock option, stock purchase, deferred compensation plan or arrangement, and other employee fringe benefit plan or arrangement currently maintained, contributed to or required to be maintained or contributed to by Seller for the benefit of any present Business Employees Accounting for Pensions”and their dependents (all the foregoing being herein called "Benefit Plans"). Seller has delivered or made available to Buyer true, complete and correct copies of (1) does not exceed the fair market value of Pension Plan assets by an amount that would have a Material Adverse Effect. Each Foreign Employee each Benefit Plan (or, in the case of any unwritten Benefit Plans, descriptions thereof) and (2) the most recent summary plan description for each Benefit Plan (if any such description was required). (c) Each Benefit Plan has been operated and is being operated in material compliance in all material respects with all laws, regulations and rules applicable thereto and the respective requirements of the Code and ERISA, and in accordance with the documents and instruments governing documents for Foreign Employee Benefit Plan. With respect to any Foreign Employee such Benefit Plan, reasonable reserves except to the extent that such documents and instruments have not yet been established amended for certain changes in accordance with local laws and regulations, which amendments are not yet legally required. (d) Buyer will not at any time, by reason of transactions contemplated by this Agreement, incur and liability pursuant to Title IV of ERISA or prudent business practice or where required by ordinary accounting practices in the jurisdiction in which Foreign Employee any liability under any Benefit Plan is maintainedmaintained by Seller for Business Employees.

Employee Benefits Plans. Schedule 6.11 hereto identifies each ERISA Plan as of the Closing Date. No ERISA Event has occurred or is reasonably expected to occur with respect to an ERISA Plan. No Full payment has been made of all amounts which a Controlled Group member has failed is required, under applicable law or under the governing documents, to make have been paid as a required material installment contribution to or other required material payment a benefit under Section 412(a) each ERISA Plan. The liability of the Code on or before the due date or within a reasonable time after such due date. No each Controlled Group member has failed with respect to make contributions to an each ERISA Plan that is a Multiemployer Plan in accordance with the applicable governing documents which is reasonably likely to result in a material liability to the Controlled Group memberhas been fully funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for on its financial statements. No Benefit Plan (other than a Multiemployer Plan) has any accumulated funding deficiency (as defined in Section 412(a) of the Code). None of the Companies changes have adopted occurred or plans are expected to adopt any amendments occur that could reasonably result in would cause a material increase in the cost of providing benefits under the ERISA Plan. With respect to each ERISA Plan (other than a Multiemployer Plan) that is intended to be qualified under Code Section 401(a), ): (a) the ERISA Plan and any associated trust operationally comply (or as soon as reasonably practicable are corrected to comply) with the applicable requirements of Code Section 401(a); , (b) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “"remedial amendment period” " available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); , (c) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “"remedial amendment period” " has not yet expired; , (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject without regard to any retroactive amendment that may be made within the above-described “"remedial amendment period”; ", and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972. With respect to any Pension Plan, the “"accumulated benefit obligation” " of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employees "Employers' Accounting for Pensions”") does not exceed the fair market value of Pension Plan assets by an assets. The aggregate potential amount of liability that would have result if all Controlled Group members withdrew from all Multiemployer Plans in a Material Adverse Effect. Each Foreign Employee Benefit Plan is in compliance in all material respects with all laws, regulations and rules applicable thereto and "complete withdrawal" (within the respective requirements meaning of the governing documents for Foreign Employee Benefit Plan. With respect to any Foreign Employee Benefit Plan, reasonable reserves have been established in accordance with local laws or prudent business practice or where required by ordinary accounting practices in the jurisdiction in which Foreign Employee Benefit Plan is maintainedERISA Section 4203) would not exceed Five Million Dollars ($5,000,000).

Employee Benefits Plans. Schedule 6.11 hereto 6.10 identifies each ERISA Plan as of the Closing DatePlan. No ERISA Event has occurred or is reasonably expected to occur with respect to an ERISA Plan. No Full payment has been made of all amounts which a Controlled Group member has failed is required, under applicable law or under the governing documents, to make have been paid as a required material installment contribution to or other required material payment a benefit under Section 412(a) each ERISA Plan. The liability of the Code on or before the due date or within a reasonable time after such due date. No each Controlled Group member has failed with respect to make contributions to an each ERISA Plan that is a Multiemployer Plan in accordance with the applicable governing documents which is reasonably likely to result in a material liability to the Controlled Group memberhas been fully funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for on its financial statements. No Benefit Plan (other than a Multiemployer Plan) has any accumulated funding deficiency (as defined in Section 412(a) of the Code). None of the Companies changes have adopted occurred or plans are expected to adopt any amendments occur that could reasonably result in would cause a material increase in the cost of providing benefits under the ERISA Plan. With respect to each ERISA Plan (other than a Multiemployer Plan) that is intended to be qualified under Code Section 401(a), ): (a) the ERISA Plan and any associated trust operationally comply (or as soon as reasonably practicable are corrected to comply) with the applicable requirements of Code Section 401(a); , (b) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “"remedial amendment period” " available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); , (c) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “"remedial amendment period” " has not yet expired; , (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject without regard to any retroactive amendment that may be made within the above-described “"remedial amendment period”; ", and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972; and. With respect to any Pension Plan, the “"accumulated benefit obligation” " of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employees "Employers' Accounting for Pensions”") does not exceed the fair market value of Pension Plan assets by an amount that assets. In the event all Controlled Group members were to withdraw from all Multi-employer Plans in a "complete withdrawal" (within the meaning of ERISA Section 4203), the resultant liability, if any, would not have a Material Adverse Effect. Each Foreign Employee Benefit Plan is in compliance in all material respects with all laws, regulations and rules applicable thereto and adverse impact on the respective requirements of the governing documents for Foreign Employee Benefit Plan. With respect to any Foreign Employee Benefit Plan, reasonable reserves have been established in accordance with local laws or prudent business practice or where required by ordinary accounting practices in the jurisdiction in which Foreign Employee Benefit Plan is maintainedCompanies taken as a whole.

Employee Benefits Plans. (1) Section 6.1(8)(1) of the Elan Disclosure Schedule 6.11 hereto identifies sets forth a true and complete list of the Elan Benefit Plans, separately identifying each Elan Benefit Plan that is maintained primarily for the benefit of Elan Employees outside of the United States (each an International Elan Benefit Plan”). True and complete copies of all Elan Benefit Plans listed in Section 6.1(8)(1) of the Elan Disclosure Schedule, and all material related documents, have been provided to the Bidder prior to the date of the Agreement. (2) Except as would not, individually or in the aggregate, reasonably be expected to have an Elan Material Adverse Effect: (A) no Elan Benefit Plan provides benefits, including death or medical benefits (whether or not insured), with respect to current or former Elan Employees or Elan Directors beyond their retirement or other termination of service, other than as pursuant COBRA or comparable applicable Law; (B) no liability under Title IV of ERISA has been incurred by Elan, its Subsidiaries or any of their respective ERISA Affiliates that has not been satisfied in full, and no condition exists that is likely to cause Elan, its Subsidiaries or any of their ERISA Affiliates to incur a liability thereunder; (C) no Elan Benefit Plan is a “multiemployer pension plan” (as such term is defined in Section 3(37) of ERISA) or a plan that has two or more contributing sponsors at least two of whom are not under common control, within the meaning of Section 4063 of ERISA; (D) all contributions or other amounts payable by Elan or its Subsidiaries as of the Closing Date. No ERISA Event Effective Time pursuant to each Elan Benefit Plan in respect of current or prior plan years have been timely paid or accrued as a liability on the most recent financial statements contained in the Elan SEC Documents; (E) neither Elan nor any of its Subsidiaries has occurred engaged in a transaction in connection with which Elan or is reasonably expected its Subsidiaries could be subject to occur with respect either a civil penalty assessed pursuant to an ERISA Plan. No Controlled Group member has failed to make a required material installment Section 409 or other required material payment under Section 412(a502(i) of ERISA or a tax imposed pursuant to Section 4975 or 4976 of the Code Code; (F) there are no pending, or to the knowledge of Elan, threatened or anticipated claims, actions, investigations or audits (other than routine claims for benefits) by, on behalf of or before against any of the due date Elan Benefit Plans or within any trusts related thereto that would result in a reasonable time after such due date. No Controlled Group member has failed to make contributions to an ERISA material liability; (G) no International Elan Benefit Plan that which is a Multiemployer Plan defined benefit occupational pension scheme within the meaning of the Pensions Act is underfunded and the operation thereof by the trustees thereof prior to the date of this Agreement would not, to the knowledge of Elan, give rise to a material liability for Elan; (H) the terms by which any participating employer has, at any time, adhered to any International Elan Benefit Scheme which is a defined benefit or defined contribution pension scheme would not to the knowledge of Elan, give rise to a material liability for Elan otherwise than in accordance with the applicable standard terms of such International Elan Benefit Plan as provided for in the governing documents documentation of such International Elan Benefit Plan which are set out in the Elan Disclosure Schedule and (I) no participating employer has, at any time, entered into any deed of cessation or analogous document in respect of any International Elan Benefit Plan, which is reasonably likely a defined benefit or defined contribution pension scheme would to result in the knowledge of Elan, give rise to a material liability to the Controlled Group member. No for Elan. (3) Each Elan Benefit Plan (other than a Multiemployer Plan) has any accumulated funding deficiency (as defined in Section 412(a) of the Code). None of the Companies have adopted or plans to adopt any amendments that could reasonably result in a material increase in the cost of providing benefits under the ERISA Plan. With respect to each ERISA Plan (other than a Multiemployer Plan) that is intended to be qualified under Code Section 401(a), (a) the ERISA Plan and any associated trust operationally comply (or as soon as reasonably practicable are corrected to comply) with the applicable requirements of Code Section 401(a); (b) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “remedial amendment period” available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); (c) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “remedial amendment period” has not yet expired; (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject to any retroactive amendment that may be made within the above-described “remedial amendment period”; and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972. With respect to any Pension Plan, the “accumulated benefit obligation” of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employees Accounting for Pensions”) does not exceed the fair market value of Pension Plan assets by an amount that would have a Material Adverse Effect. Each Foreign Employee Benefit Plan is administered in compliance in all material respects with its terms and operated in compliance in all lawsmaterial respects with applicable Laws. (4) In the six (6) years prior to the date of this Agreement, regulations Elan and rules applicable thereto and the respective requirements its ERISA Affiliates have not nor have been obligated to sponsor, maintain or contribute to any benefit plan that is subject to Title IV of ERISA or Section 412 of the governing documents for Foreign Employee Code. (5) Except as would not, individually or in the aggregate, reasonably be expected to have an Elan Material Adverse Effect, each of the Elan Benefit PlanPlans intended to be “qualified” within the meaning of Section 401(a) of the Code, (A) is so qualified, and there are no existing circumstances or any events that have occurred that would reasonably be expected to adversely affect the qualified status of any such plan, and (B) has received a favourable determination letter or opinion letter as to its qualification. With respect A copy of each such favourable determination letter has been provided to the Bidder prior to the date of the Agreement. (6) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby alone will (A) result in any payment (including severance, unemployment compensation, “excess parachute payment” (within the meaning of Section 280G of the Code), forgiveness of indebtedness or otherwise) becoming due to any Foreign Employee Benefit Plan, reasonable reserves have been established in accordance with local laws current or prudent business practice former director or where required by ordinary accounting practices in any employee of the jurisdiction in which Foreign Employee Elan Group under any Elan Benefit Plan is maintainedor otherwise, (B) increase any benefits otherwise payable under any Elan Benefit Plan or (C) result in any acceleration of the time of payment, funding or vesting of any such benefits. (7) Since December 31, 2012, no Elan Benefit Plan has been materially amended or otherwise materially modified to increase benefits (or the levels thereof) or which might otherwise be reasonably expected to expose Elan to a liability risk in a manner that would be material to Elan.

Employee Benefits Plans. Schedule 6.11 hereto identifies each ERISA Pension Plan of each Company as of the Closing Date. No ERISA Event has occurred or is reasonably expected to occur with respect to an ERISA Plan. No Full payment has been made of all amounts that a Controlled Group member has failed is required, under applicable Law or under the governing documents, to make have paid as a required material installment contribution to or other required material payment a benefit under Section 412(a) each ERISA Plan. The liability of the Code on or before the due date or within a reasonable time after such due date. No each Controlled Group member has failed with respect to make contributions to an each ERISA Plan that is a Multiemployer Plan in accordance with the applicable governing documents which is reasonably likely to result in a material liability to the Controlled Group memberhas been fully funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for on its financial statements. No Benefit Plan (other than a Multiemployer Plan) has any accumulated funding deficiency (as defined in Section 412(a) of the Code). None of the Companies changes have adopted occurred or plans are expected to adopt any amendments occur that could reasonably result in would cause a material increase in the cost of providing benefits under the ERISA Plan. With respect to each ERISA Plan (other than a Multiemployer Plan) that is intended to be qualified under Code Section 401(a), (ai) the ERISA Plan and any associated trust operationally comply (or as soon as reasonably practicable are corrected to comply) with the applicable requirements of Code Section 401(a); (bii) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “remedial amendment period” available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); (ciii) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service IRS stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “remedial amendment period” has not yet expired; (div) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject without regard to any retroactive amendment that may be made within the above-described “remedial amendment period”; and (ev) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972. With respect to any Pension Plan, the “accumulated benefit obligation” of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employees Employers’ Accounting for Pensions”) does not exceed the fair market value of Pension Plan assets by an amount that would have a Material Adverse Effect. Each Foreign Employee Benefit Plan is in compliance in all material respects with all laws, regulations and rules applicable thereto and the respective requirements of the governing documents for Foreign Employee Benefit Plan. With respect to any Foreign Employee Benefit Plan, reasonable reserves have been established in accordance with local laws or prudent business practice or where required by ordinary accounting practices in the jurisdiction in which Foreign Employee Benefit Plan is maintainedassets.

Employee Benefits Plans. Schedule 6.11 6.10 hereto identifies each ERISA Plan as of the Closing DatePlan. No ERISA Event has occurred or is reasonably expected to occur with respect to an ERISA Plan. No Full payment has been made of all amounts which a Controlled Group member has failed is required, under applicable law or under the governing documents, to make have been paid as a required material installment contribution to or other required material payment a benefit under Section 412(a) each ERISA Plan. The liability of the Code on or before the due date or within a reasonable time after such due date. No each Controlled Group member has failed with respect to make contributions to an each ERISA Plan has been fully funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for on its financial statements. Except for the changes resulting from the Sonoco Acquisition, no changes have occurred or are expected to occur that is a Multiemployer Plan in accordance with the applicable governing documents which is reasonably likely to result in a material liability to the Controlled Group member. No Benefit Plan (other than a Multiemployer Plan) has any accumulated funding deficiency (as defined in Section 412(a) of the Code). None of the Companies have adopted or plans to adopt any amendments that could reasonably result in would cause a material increase in the cost of providing benefits under the ERISA Plan. With respect to each ERISA Plan (other than a Multiemployer Plan) that is intended to be qualified under Code Section 401(a), ): (a) the ERISA Plan and any associated trust operationally comply (or as soon as reasonably practicable are corrected to comply) with the applicable requirements of Code Section 401(a); , (b) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “"remedial amendment period” " available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); , (c) the ERISA Plan and any associated trust have received a favorable determination letter letter, or is in the process of getting such a letter, from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “"remedial amendment period” " has not yet expired; , (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject without regard to any retroactive amendment that may be made within the above-described “"remedial amendment period”; ", and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972. With respect to any Pension Plan, the “"accumulated benefit obligation” " of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employees "Employers' Accounting for Pensions”") does not exceed the fair market value of Pension Plan assets by an assets. The aggregate potential amount of liability that would have result if all Controlled Group members withdrew from all Multiemployer Plans in a Material Adverse Effect. Each Foreign Employee Benefit Plan is in compliance in all material respects with all laws, regulations and rules applicable thereto and "complete withdrawal" (within the respective requirements meaning of the governing documents for Foreign Employee Benefit Plan. With respect to any Foreign Employee Benefit Plan, reasonable reserves have been established in accordance with local laws or prudent business practice or where required by ordinary accounting practices in the jurisdiction in which Foreign Employee Benefit Plan is maintainedERISA Section 4203) would not exceed Five Million Dollars ($5,000,0000).

Employee Benefits Plans. Schedule 6.11 6.10 hereto identifies each ERISA Plan as of Plan. Since the Closing Restatement Date. No , no ERISA Event has occurred or is reasonably expected to occur with respect to an ERISA PlanPlan that could reasonably be expected to have a Material Adverse Effect. No Full payment has been made of all amounts which a Controlled Group member has failed is required, under applicable law or under the governing documents, to make have been paid as a required material installment contribution to or other required material payment a benefit under Section 412(a) each ERISA Plan. The liability of the Code on or before the due date or within a reasonable time after such due date. No each Controlled Group member has failed with respect to make contributions to an each ERISA Plan that is a Multiemployer Plan in accordance with the applicable governing documents which is reasonably likely to result in a material liability to the Controlled Group memberhas been fully funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for on its financial statements. No Benefit Plan (other than a Multiemployer Plan) has any accumulated funding deficiency (as defined in Section 412(a) of the Code). None of the Companies changes have adopted occurred or plans are expected to adopt any amendments occur that could reasonably result in would cause a material increase in the cost of providing benefits under the ERISA PlanPlan that could reasonably be expected to have a Material Adverse Effect. With respect to each ERISA Plan (other than a Multiemployer Plan) that is intended to be qualified under Code Section 401(a), ): (a) the ERISA Plan and any associated trust operationally comply (or as soon as reasonably practicable are corrected to comply) with the applicable requirements of Code Section 401(a); , (b) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “"remedial amendment period” " available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); , (c) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “"remedial amendment period” " has not yet expired; , (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject without regard to any retroactive amendment that may be made within the above-described “"remedial amendment period”; ", and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972. With respect to any Pension Plan, the “"accumulated benefit obligation” " of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employees "Employers' Accounting for Pensions”") does not exceed the fair market value of Pension Plan assets by an amount that assets. If all Controlled Group members withdrew from all Multiemployer Plans in a "complete withdrawal" (within the meaning of ERISA Section 4203) such withdrawal would have not reasonably be expected to result in a Material Adverse Effect. Each Foreign Employee Benefit Plan is in compliance in all material respects with all laws, regulations and rules applicable thereto and the respective requirements of the governing documents for Foreign Employee Benefit Plan. With respect to any Foreign Employee Benefit Plan, reasonable reserves have been established in accordance with local laws or prudent business practice or where required by ordinary accounting practices in the jurisdiction in which Foreign Employee Benefit Plan is maintained.

Employee Benefits Plans. Schedule 6.11 hereto identifies each ERISA Plan as of the Closing Date. No ERISA Event has occurred or is reasonably expected to occur with respect to an ERISA Plan. No Full payment has been made of all amounts that a Controlled Group member has failed is required, under applicable law or under the governing documents, to make have been paid as a required material installment contribution to or other required material payment a benefit under Section 412(a) each ERISA Plan. The liability of the Code on or before the due date or within a reasonable time after such due date. No each Controlled Group member has failed with respect to make contributions to an each ERISA Plan has been adequately funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for on its financial statements. With respect to each ERISA Plan, no changes have occurred or are expected to occur that is a Multiemployer Plan in accordance with the applicable governing documents which is reasonably likely to result in would cause a material liability to the Controlled Group member. No Benefit Plan (other than a Multiemployer Plan) has adverse effect on TCC or any accumulated funding deficiency (as defined in Section 412(a) Domestic Guarantor of the Code). None of the Companies have adopted or plans to adopt any amendments that could reasonably result in a material increase in the cost of providing benefits under the ERISA PlanPayment. With respect to each ERISA Plan (other than a Multiemployer Plan) that is intended to be qualified under Code Section 401(a), ): (a) the ERISA Plan and any associated trust operationally comply (or as soon as reasonably practicable are corrected to comply) with the applicable requirements of Code Section 401(a); , (b) the ERISA Plan and any associated trust have been amended to comply with in all material respects all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “"remedial amendment period” " available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); , (c) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “remedial amendment period” has not yet expired; (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject to any retroactive amendment that may be made within the above-described “remedial amendment period”; and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972. With respect to any Pension Plan, the “accumulated benefit obligation” of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employees Accounting for Pensions”) does not exceed the fair market value of Pension Plan assets by an amount that would have a Material Adverse Effect. Each Foreign Employee Benefit Plan is in compliance in all material respects with all laws, regulations and rules applicable thereto and the respective requirements of the governing documents for Foreign Employee Benefit Plan. With respect to any Foreign Employee Benefit Plan, reasonable reserves have been established in accordance with local laws or prudent business practice or where required by ordinary accounting practices in the jurisdiction in which Foreign Employee Benefit Plan is maintained.described

Employee Benefits Plans. Schedule 6.11 SCHEDULE 6.10 hereto identifies each ERISA Plan as of the Closing DatePension Plan. No ERISA Event has occurred or is reasonably expected to occur with respect to an ERISA Pension Plan. No Full payment has been made of all amounts which a Controlled Group member has failed is required, under applicable law or under the governing documents, to make have been paid as a required material installment contribution to or other required material payment a benefit under Section 412(a) each Pension Plan. The liability of the Code on or before the due date or within a reasonable time after such due date. No each Controlled Group member with respect to each Pension Plan has failed to make contributions to an ERISA Plan that is a Multiemployer Plan in accordance with the applicable governing documents which is reasonably likely to result in a material liability to the Controlled Group memberbeen fully funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for on its financial statements. No Benefit Plan (other than a Multiemployer Plan) has any accumulated funding deficiency (as defined in Section 412(a) of the Code). None of the Companies changes have adopted occurred or plans are expected to adopt any amendments occur that could reasonably result in would cause a material increase in the cost of providing benefits under the ERISA Pension Plan. With respect to each ERISA Pension Plan (other than a Multiemployer Plan) that is intended to be qualified under Code Section 401(a), ): (a) the ERISA Pension Plan and any associated trust operationally comply (or as soon as reasonably practicable are corrected to comply) with the applicable requirements of Code Section 401(a); , (b) the ERISA Pension Plan and any associated trust have been amended to comply comply, in all material respects, with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “"remedial amendment period” " available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); , (c) the ERISA Pension Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Pension Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Pension Plan qualifies under Code Section 401(k), unless the ERISA Pension Plan was first adopted at a time for which the above-described “"remedial amendment period” " has not yet expired; , (d) the ERISA Pension Plan currently satisfies the requirements of Code Section 410(b), subject without regard to any retroactive amendment that may be made within the above-described “"remedial amendment period”; ", and (e) no contribution made to the ERISA Pension Plan is subject to an excise tax under Code Section 4972. With respect to any Pension Plan, the “"accumulated benefit obligation” " of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employees "Employers' Accounting for Pensions”") does not exceed the fair market value of Pension Plan assets by an assets. The aggregate potential amount of liability that would have result if all Controlled Group members withdrew from all Multiemployer Plans in a Material Adverse Effect. Each Foreign Employee Benefit Plan is in compliance in all material respects with all laws, regulations and rules applicable thereto and "complete withdrawal" (within the respective requirements meaning of the governing documents for Foreign Employee Benefit Plan. With respect to any Foreign Employee Benefit Plan, reasonable reserves have been established in accordance with local laws or prudent business practice or where required by ordinary accounting practices in the jurisdiction in which Foreign Employee Benefit Plan is maintainedERISA Section 4203) would be Zero Dollars ($0.00).

Employee Benefits Plans. Schedule 6.11 6.10 hereto identifies each ERISA Plan as of Plan. Since the Closing Effective Date. No , no ERISA Event has occurred or is reasonably expected to occur with respect to an ERISA PlanPlan that could reasonably be expected to have a Material Adverse Effect. No Full payment has been made of all amounts which a Controlled Group member has failed is required, under applicable law or under the governing documents, to make have been paid as a required material installment contribution to or other required material payment a benefit under Section 412(a) each ERISA Plan. The liability of the Code on or before the due date or within a reasonable time after such due date. No each Controlled Group member has failed with respect to make contributions to an each ERISA Plan that is a Multiemployer Plan has been funded based upon reasonable and proper actuarial assumptions and in accordance with the applicable governing documents which is reasonably likely to result in a material liability to the Controlled Group memberlaw, has been fully insured, or has been fully reserved for on its financial statements. No Benefit Plan (other than a Multiemployer Plan) has any accumulated funding deficiency (as defined in Section 412(a) of the Code). None of the Companies changes have adopted occurred or plans are expected to adopt any amendments occur that could reasonably result in would cause a material increase in the cost of providing benefits under the ERISA PlanPlan that could reasonably be expected to have a Material Adverse Effect. With respect to each ERISA Plan (other than a Multiemployer Plan) that is intended to be qualified under Code Section 401(a), ): (a) the ERISA Plan and any associated trust operationally comply (or as soon as reasonably practicable are corrected to comply) with the applicable requirements of Code Section 401(a); , (b) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “remedial amendment period” available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); , (c) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement employee stock ownership plan under the ERISA Plan qualifies under Code Section 401(k4975(e)(7), unless the ERISA Plan was first adopted at a time for which the above-described “remedial amendment period” has not yet expired; , (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject without regard to any retroactive amendment that may be made within the above-described “remedial amendment period”; , and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972. With respect to any all Pension PlanPlans, the aggregate “accumulated benefit obligation” of Controlled Group members with respect to the such Pension Plan Plans (as determined in accordance with Statement of Accounting Standards No. 87, “Employees Employers’ Accounting for Pensions”) does not exceed the fair market value of Pension Plan assets by an amount that would have a Material Adverse Effect. Each Foreign Employee Benefit Plan is in compliance in all material respects with all laws, regulations and rules applicable thereto and the respective requirements of the governing documents for Foreign Employee Benefit Plan. With respect to any Foreign Employee Benefit Plan, reasonable reserves have been established in accordance with local laws or prudent business practice or where required by ordinary accounting practices in the jurisdiction in which Foreign Employee Benefit Plan is maintained.for

Employee Benefits Plans. Schedule 6.11 7.11 hereto identifies each ERISA Plan as of the Closing Date. No ERISA Event has occurred or is reasonably expected to occur with respect to an ERISA Plan. No Full payment has been made of all amounts that a Controlled Group member has failed is required, under applicable law or under the governing documents, to make have paid as a required material installment contribution to or other required material payment a benefit under Section 412(a) each ERISA Plan. The liability of the Code on or before the due date or within a reasonable time after such due date. No each Controlled Group member has failed with respect to make contributions to an each ERISA Plan that is a Multiemployer Plan in accordance with the applicable governing documents which is reasonably likely to result in a material liability to the Controlled Group memberhas been adequately funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for on its financial statements. No Benefit Plan (other than changes have occurred or are expected to occur that would cause a Multiemployer Plan) has any accumulated funding deficiency (as defined in Section 412(a) of the Code). None of the Companies have adopted or plans to adopt any amendments that could reasonably result in a 68 material increase in the cost of providing benefits under the ERISA Plan. With respect to each ERISA Plan (other than a Multiemployer Plan) that is intended to be qualified under Code Section 401(a), (a) the ERISA Plan and any associated trust operationally comply (or as soon as reasonably practicable are corrected to comply) with the applicable requirements of Code Section 401(a); (b) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “"remedial amendment period” " available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); (c) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “"remedial amendment period” " has not yet expired; (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject without regard to any retroactive amendment that may be made within the above-described “"remedial amendment period”"; and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972. With respect to any Pension Plan, the “"accumulated benefit obligation” " of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employees "Employers' Accounting for Pensions”") does not exceed the fair market value of Pension Plan assets by an amount that would have a Material Adverse Effect. Each Foreign Employee Benefit Plan is in compliance in all material respects with all laws, regulations and rules applicable thereto and the respective requirements of the governing documents for Foreign Employee Benefit Plan. With respect to any Foreign Employee Benefit Plan, reasonable reserves have been established in accordance with local laws or prudent business practice or where required by ordinary accounting practices in the jurisdiction in which Foreign Employee Benefit Plan is maintainedassets.

Employee Benefits Plans. Schedule 6.11 7.14 hereto identifies each ERISA Plan as of the Closing DatePlan. No ERISA Event has occurred or is reasonably expected to occur with respect to an ERISA Plan. No Full payment has been made of all amounts which a Controlled Group member has failed is required, under applicable law or under the governing documents, to make have been paid as a required material installment contribution to or other required material payment a benefit under Section 412(a) each ERISA Plan. The liability of the Code on or before the due date or within a reasonable time after such due date. No each Controlled Group member has failed with respect to make contributions to an each ERISA Plan that is a Multiemployer Plan in accordance with the applicable governing documents which is reasonably likely to result in a material liability has been fully funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for on its financial statements to the Controlled Group memberextent required by GAAP. No Benefit Plan (other than a Multiemployer Plan) has any accumulated funding deficiency (as defined in Section 412(a) of the Code). None of the Companies changes have adopted occurred or plans are expected to adopt any amendments occur that could reasonably result in would cause a material increase in the cost of providing benefits under the any ERISA Plan. With respect to each ERISA Plan (other than a Multiemployer Plan) that is intended to be qualified under Code Section 401(a), ): (a) the any ERISA Plan and any associated trust operationally comply (or as soon as reasonably practicable are corrected to comply) with the applicable requirements of Code Section 401(a); , (b) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “remedial amendment period” available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); , (c) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “remedial amendment period” has not yet expired; , (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject without regard to any retroactive amendment that may be made within the above-described “remedial amendment period”; , and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972. With respect to any Pension Plan, the “accumulated benefit obligation” of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employees Employers’ Accounting for Pensions”) does not exceed the fair market value of Pension Plan assets by an amount that would have a Material Adverse Effectassets. Each Foreign Employee Benefit Plan is in compliance in all material respects with all laws, regulations and rules applicable thereto and the respective requirements of the governing documents for Foreign Employee Benefit Plan. With respect to any Foreign Employee Benefit Plan, reasonable reserves have been established in accordance with local laws No Controlled Group Member has or prudent business practice or where required by ordinary accounting practices has had in the jurisdiction in which Foreign Employee Benefit Plan is maintainedpast, an obligation to contribute to a Multiemployer Plan.

Employee Benefits Plans. Schedule 6.11 7.14 hereto identifies each ERISA Plan as of the Closing DateDate each ERISA Plan and Canadian Pension Plan sponsored or maintained by a Company. No Except as would not reasonably be expected to have a Material Adverse Effect: (a) no ERISA Event has occurred or is reasonably expected to occur with respect to an ERISA Plan. No ; (b) payment has been made of all amounts which a Controlled Group member has failed is required, under applicable law or under the governing documents, to make have been paid as a required material installment contribution to or other required material payment a benefit under Section 412(aeach ERISA Plan; (c) the liability of the Code on or before the due date or within a reasonable time after such due date. No each Controlled Group member has failed with respect to make contributions to an each ERISA Plan that is a Multiemployer Plan in accordance with the applicable governing documents which is reasonably likely to result in a material liability has been fully funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for on its financial statements to the Controlled Group member. No Benefit Plan extent required by GAAP; and (other than a Multiemployer Pland) has any accumulated funding deficiency (as defined in Section 412(a) of the Code). None of the Companies to our knowledge, no changes have adopted occurred or plans are expected to adopt any amendments occur that could reasonably result in a material would cause an increase in the cost of providing benefits under the any ERISA Plan. With Except as would not reasonably be expected to have a Material Adverse Effect, with respect to each ERISA Plan (other than a Multiemployer Plan) that is intended to be qualified under Code Section 401(a), ): (ai) there has been no non-compliance by the ERISA Plan and any associated trust operationally comply (or as soon as reasonably practicable are corrected to comply) with the applicable requirements of Code Section 401(a); , (bii) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “remedial amendment period” available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); , (ciii) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “remedial amendment period” has not yet expired; , (div) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject without regard to any retroactive amendment that may be made within the above-described “remedial amendment period”; , and (ev) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972. With Except as would not reasonably be expected to have a Material Adverse Effect, with respect to any Pension Plan, the “accumulated benefit obligation” of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employees Employers’ Accounting for Pensions”) does not exceed the fair market value of Pension Plan assets by an amount that assets. Except as would not reasonably be expected to have a Material Adverse Effect, no Controlled Group Member has or has had in the past, an obligation to contribute to a Multiemployer Plan. Each Foreign Employee Benefit Plan is To the extent applicable, Excell Canada and the other Credit Parties are in compliance in all material respects with all laws, regulations and rules applicable thereto and the respective requirements of the governing documents for Foreign Employee Pension Benefits Act (Ontario) and other federal or provincial laws with respect to each (i) Canadian Pension Plan, except where the failure to comply would not reasonably be expected to have a Material Adverse Effect, and (ii) Canadian Defined Benefit Plan. With respect No fact or situation that may reasonably be expected to result in a Material Adverse Effect exists in connection with any Foreign Employee Canadian Pension Plan or Canadian Defined Benefit Plan. No Canadian Pension Event has occurred. No Canadian Guarantor nor any other Credit Party has a Canadian Defined Benefit Plan. The Financial Services Regulatory Authority of Ontario has not issued any default or other breach notices in respect of any Canadian Defined Benefit Plan. No lien has arisen, reasonable reserves have been established xxxxxx or inchoate, in accordance respect of any Canadian Guarantor or their Subsidiaries or their property in connection with local laws or prudent business practice or where required by ordinary accounting practices in the jurisdiction in which Foreign Employee Benefit any Canadian Pension Plan is maintained(save for contribution amounts not yet due).

Employee Benefits Plans. Schedule 6.11 hereto identifies each ERISA Plan as of the Closing Date. No ERISA Event has occurred or is reasonably expected to occur with respect to an ERISA Plan. No Full payment has been made of all amounts which a Controlled Group member has failed is required, under applicable law or under the governing documents, to make have been paid as a required material installment contribution to or other required material payment a benefit under Section 412(a) each ERISA Plan. The liability of the Code on or before the due date or within a reasonable time after such due date. No each Controlled Group member has failed with respect to make contributions to an each ERISA Plan that is a Multiemployer Plan in accordance with the applicable governing documents which is reasonably likely to result in a material liability to the Controlled Group memberhas been fully funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for on its financial statements. No Benefit Plan (other than a Multiemployer Plan) has any accumulated funding deficiency (as defined in Section 412(a) of the Code). None of the Companies changes have adopted occurred or plans are expected to adopt any amendments occur that could reasonably result in would cause a material increase in the cost of providing benefits under the ERISA Plan. With respect to each ERISA Plan (other than a Multiemployer Plan) that is intended to be qualified under Code Section 401(a), ): (a) the ERISA Plan and any associated trust operationally comply (or as soon as reasonably practicable are corrected to comply) with the applicable requirements of Code Section 401(a); , (b) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “"remedial amendment period” " available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); , (c) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “"remedial amendment period” " has not yet expired; , (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject without regard to any retroactive amendment that may be made within the above-described “"remedial amendment period”; ", and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972. With respect to any Pension Plan, the “"accumulated benefit obligation” " of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employees "Employers' Accounting for Pensions”") does not exceed the fair market value of Pension Plan assets by an assets. The aggregate potential amount of liability that would have result if all Controlled Group members withdrew from all Multiemployer Plans in a Material Adverse Effect. Each Foreign Employee Benefit Plan "complete withdrawal" (within the meaning of ERISA Section 4203) is in compliance in all material respects with all laws, regulations and rules applicable thereto and the respective requirements of the governing documents for Foreign Employee Benefit Plan. With respect to any Foreign Employee Benefit Plan, reasonable reserves have been established in accordance with local laws or prudent business practice or where required by ordinary accounting practices in the jurisdiction in which Foreign Employee Benefit Plan is maintainednot material.

Employee Benefits Plans. Schedule 6.11 hereto identifies each ERISA Plan as of the Closing Date. No ERISA Event has occurred or is reasonably expected to occur with respect to an ERISA PlanPlan that could reasonably be expected to have a Material Adverse Effect. No Except as could not reasonably be expected to have a Material Adverse Effect, (a) full payment has been made of all amounts that each Controlled Group member has failed is required, under applicable law or under the governing documents, to make have paid as a required material installment contribution to or other required material payment a benefit under Section 412(aeach ERISA Plan; (b) the liability of the Code on or before the due date or within a reasonable time after such due date. No each Controlled Group member has failed with respect to make contributions to an each ERISA Plan has been fully funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for on its financial statements, and (c) no changes have occurred or are expected to occur that is a Multiemployer Plan in accordance with the applicable governing documents which is reasonably likely to result in a material liability to the Controlled Group member. No Benefit Plan (other than a Multiemployer Plan) has any accumulated funding deficiency (as defined in Section 412(a) of the Code). None of the Companies have adopted or plans to adopt any amendments that could reasonably result in would cause a material increase in the cost of providing benefits under the ERISA Plan. With respect to each ERISA Plan (other than a Multiemployer Plan) that is intended to be qualified under Code Section 401(a), except as could not reasonably be expected to have a Material Adverse Effect, (ai) the ERISA Plan and any associated trust operationally comply (or as soon as reasonably practicable are corrected to comply) with the applicable requirements of Code Section 401(a); (bii) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “remedial amendment period” available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); (ciii) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating or is in the form of a prototype or volume submitter plan that is the ERISA Plan qualifies under Code Section 401(a), that subject of a favorable opinion letter from the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k)Internal Revenue Service, unless the ERISA Plan was first adopted at a time for which the above-described “remedial amendment period” has not yet expiredexpired and subject to changes the Internal Revenue Service makes to the determination letter process; (div) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject to any retroactive amendment that may be made within the above-described “remedial amendment period”; and (ev) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972. With respect to any Pension Plan, the “accumulated benefit obligation” of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employees Employers’ Accounting for Pensions”, as amended) does not exceed the fair market value of Pension Plan assets by an amount that would reasonably be expected to have a Material Adverse Effect. Each Foreign Employee Benefit Plan is in compliance in all material respects with all lawsThe Borrower represents that, regulations and rules applicable thereto and the respective requirements as of the governing documents date hereof and throughout the term of this Agreement, no Credit Party is (1) an employee benefit plan subject to Title I of ERISA, (2) a plan or account subject to Section 4975 of the Code; (3) an entity deemed to hold “plan assets” of any such plans or accounts for Foreign Employee Benefit Plan. With respect to any Foreign Employee Benefit Plan, reasonable reserves have been established in accordance with local laws purposes of ERISA or prudent business practice the Code; or where required by ordinary accounting practices in (4) a “governmental plan” within the jurisdiction in which Foreign Employee Benefit Plan is maintainedmeaning of ERISA.

Employee Benefits Plans. Schedule 6.11 SCHEDULE 6.10 hereto identifies each ERISA Plan as of the Closing DatePlan. No ERISA Event has occurred or is reasonably expected to occur with respect to an ERISA Plan. No Full payment has been made of all amounts which a Controlled Group member has failed is required, under applicable law or under the governing documents, to make have been paid as a required material installment contribution to or other required material payment a benefit under Section 412(a) each ERISA Plan. The liability of the Code on or before the due date or within a reasonable time after such due date. No each Controlled Group member has failed with respect to make contributions to an each ERISA Plan that is a Multiemployer Plan in accordance with the applicable governing documents which is reasonably likely to result in a material liability to the Controlled Group memberhas been fully funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for on its financial statements. No Benefit Plan (other than a Multiemployer Plan) has any accumulated funding deficiency (as defined in Section 412(a) of the Code). None of the Companies changes have adopted occurred or plans are expected to adopt any amendments occur that could reasonably result in would cause a material increase in the cost of providing benefits under the ERISA Plan. With respect to each ERISA Plan (other than a Multiemployer Plan) that is intended to be qualified under Code Section 401(a), ): (a) the ERISA Plan and any associated trust operationally comply (or as soon as reasonably practicable are corrected to comply) with the applicable requirements of Code Section 401(a); (b) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “"remedial amendment period” " available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); (c) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “"remedial amendment period” " has not yet expired; (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject without regard to any retroactive amendment that may be made within the above-described “"remedial amendment period”"; and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972. With respect to any Pension Plan, the “"accumulated benefit obligation” " of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employees "Employers' Accounting for Pensions”") does not exceed the fair market value of Pension Plan assets by an assets. The aggregate potential amount of liability that would have result if all Controlled Group members withdrew from all Multiemployer Plans in a Material Adverse Effect. Each Foreign Employee Benefit Plan is in compliance in all material respects with all laws, regulations and rules applicable thereto and "complete withdrawal" (within the respective requirements meaning of the governing documents for Foreign Employee Benefit Plan. With respect to any Foreign Employee Benefit Plan, reasonable reserves have been established in accordance with local laws or prudent business practice or where required by ordinary accounting practices in the jurisdiction in which Foreign Employee Benefit Plan is maintainedERISA Section 4203) would not exceed One Million Dollars ($1,000,000).

Employee Benefits Plans. Schedule 6.11 hereto identifies each ERISA Plan as of the Closing Date. No ERISA Event has occurred or is reasonably expected to occur with respect to an ERISA Plan. No Except as set forth on Schedule 6.11 hereto, full payment has been made of all amounts that a Controlled Group member has failed is required, under applicable Law or under the governing documents, to make have paid as a required material installment contribution to or other required material payment a benefit under Section 412(a) each ERISA Plan. The liability of the Code on or before the due date or within a reasonable time after such due date. No each Controlled Group member has failed with respect to make contributions to an each ERISA Plan that is a Multiemployer Plan in accordance with the applicable governing documents which is reasonably likely to result in a material liability to the Controlled Group memberhas been fully funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for on its financial statements. No Benefit Plan (other than a Multiemployer Plan) has any accumulated funding deficiency (as defined in Section 412(a) of the Code). None of the Companies changes have adopted occurred or plans are expected to adopt any amendments occur that could reasonably result in would cause a material increase in the cost of providing benefits under the ERISA Plan. With To the knowledge of the Borrowers, with respect to each ERISA Plan (other than a Multiemployer Plan) that is intended to be qualified under Code Section 401(a), (a) the ERISA Plan and any associated trust operationally comply (or as soon as reasonably practicable are corrected to comply) with the applicable requirements of Code Section 401(a); (b) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “remedial amendment period” available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); (c) the ERISA Plan and any associated trust have received received, or an application is pending for, a favorable determination letter from the Internal Revenue Service IRS stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “remedial amendment period” has not yet expired; (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject without regard to any retroactive amendment that may be made within the above-described “remedial amendment period”; and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972. With respect to any Pension Plan, the “accumulated benefit obligation” of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employees Employers’ Accounting for Pensions”) does not exceed the fair market value of Pension Plan assets by an amount that would have a Material Adverse Effect. Each Foreign Employee Benefit Plan is in compliance in all material respects with all laws, regulations and rules applicable thereto and the respective requirements of the governing documents for Foreign Employee Benefit Plan. With respect to any Foreign Employee Benefit Plan, reasonable reserves have been established in accordance with local laws or prudent business practice or where required by ordinary accounting practices in the jurisdiction in which Foreign Employee Benefit Plan is maintainedassets.

Employee Benefits Plans. Schedule 6.11 hereto identifies each ERISA Plan as of the Closing Date. No material ERISA Event has occurred or is reasonably expected to occur with respect to an ERISA Plan. No Full payment has been made of all material amounts that a Controlled Group member has failed is required, under applicable law or under the governing documents, to make have paid as a required contribution to or a benefit under each ERISA Plan. Each material installment or other required material payment under Section 412(a) liability of the Code on or before the due date or within a reasonable time after such due date. No each Controlled Group member has failed with respect to make contributions to an each ERISA Plan that is a Multiemployer Plan in accordance with the applicable governing documents which is reasonably likely to result in a material liability to the Controlled Group memberhas been fully funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for on its financial statements. No Benefit Plan (other than a Multiemployer Plan) has any accumulated funding deficiency (as defined in Section 412(a) of the Code). None of the Companies changes have adopted occurred or plans are expected to adopt any amendments occur that could reasonably result in would cause a material increase in the cost of providing benefits under the ERISA Plan. With respect to each ERISA Plan (other than a Multiemployer Plan) that is intended to be qualified under Code Section 401(a), (a) the ERISA Plan and any associated trust operationally comply (or as soon as reasonably practicable are corrected to comply) in all material respects with the applicable requirements of Code Section 401(a); (b) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “remedial amendment period” available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); (c) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “remedial amendment period” has not yet expired; (d) the ERISA Plan currently satisfies satisfies, in all material respects, the requirements of Code Section 410(b), subject without regard to any retroactive amendment that may be made within the above-described “remedial amendment period”; and (e) no contribution made to the ERISA Plan is subject to an a material excise tax under Code Section 4972. With respect to any Pension Plan, the “accumulated benefit obligation” of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employees Employers’ Accounting for Pensions”) does not exceed the fair market value of Pension Plan assets by an amount that would have a Material Adverse Effect. Each Foreign Employee Benefit Plan is in compliance in all material respects with all laws, regulations and rules applicable thereto and the respective requirements of the governing documents for Foreign Employee Benefit Plan. With respect to any Foreign Employee Benefit Plan, reasonable reserves have been established in accordance with local laws or prudent business practice or where required by ordinary accounting practices in the jurisdiction in which Foreign Employee Benefit Plan is maintainedassets.

Employee Benefits Plans. Schedule 6.11 7.14 hereto identifies as of the Third Amendment Closing dDate hereof each ERISA Plan and Canadian Pension Plan sponsored or maintained by a Company. Except as of the Closing Date. No would not reasonably be expected to have a Material Adverse Effect: (a) no ERISA Event has occurred or is reasonably expected to occur with respect to an ERISA Plan. No ; (b) payment has been made of all amounts which a Controlled Group member has failed is required, under applicable law or under the governing documents, to make have been paid as a required material installment contribution to or other required material payment a benefit under Section 412(aeach ERISA Plan; (c) the liability of the Code on or before the due date or within a reasonable time after such due date. No each Controlled Group member has failed with respect to make contributions to an each ERISA Plan that is a Multiemployer Plan in accordance with the applicable governing documents which is reasonably likely to result in a material liability has been fully funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for on its financial statements to the Controlled Group member. No Benefit Plan extent required by GAAP; and (other than a Multiemployer Pland) has any accumulated funding deficiency (as defined in Section 412(a) of the Code). None of the Companies to our knowledge, no changes have adopted occurred or plans are expected to adopt any amendments occur that could reasonably result in a material would cause an increase in the cost of providing benefits under the any ERISA Plan. With Except as would not reasonably be expected to have a Material Adverse Effect, with respect to each ERISA Plan (other than a Multiemployer Plan) that is intended to be qualified under Code Section 401(a), ): (ai) there has been no non-compliance by the ERISA Plan and any associated trust operationally comply (or as soon as reasonably practicable are corrected to comply) with the applicable requirements of Code Section 401(a); , (bii) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “remedial amendment period” available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); , (ciii) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “remedial amendment period” has not yet expired; , (div) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject without regard to any retroactive amendment that may be made within the above-described “remedial amendment period”; , and (ev) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972. With Except as would not reasonably be expected to have a Material Adverse Effect, with respect to any Pension Plan, the “accumulated benefit obligation” of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employees Employers’ Accounting for Pensions”) does not exceed the fair market value of Pension Plan assets by an amount that assets. Except as would not reasonably be expected to have a Material Adverse Effect. Each Foreign Employee Benefit Plan is in compliance in all material respects with all laws, regulations and rules applicable thereto and the respective requirements of the governing documents for Foreign Employee Benefit Plan. With respect to any Foreign Employee Benefit Plan, reasonable reserves have been established in accordance with local laws no Controlled Group Member has or prudent business practice or where required by ordinary accounting practices has had in the jurisdiction in which Foreign Employee Benefit Plan is maintainedpast, an obligation to contribute to a Multiemployer Plan.

Employee Benefits Plans. Schedule 6.11 hereto identifies each No ERISA Plan as of Event has occurred prior to the Closing DateDate that is unresolved that individually or in the aggregate has or could reasonably be expected to have a Material Adverse Effect. No other ERISA Event has occurred or is reasonably expected to occur with respect to an ERISA PlanPlan that individually or in the aggregate has or could reasonably be expected to have a Material Adverse Effect. No All payments that a Controlled Group member has failed is required, under applicable law or under the governing documents, to make as a required material installment contribution to or other required material a benefit under each ERISA Plan have been made except for such payments the non-payment under Section 412(a) of which, individually or in the Code on aggregate, have not had or before the due date or within could not reasonably be expected to have a reasonable time after such due dateMaterial Adverse Effect. No All liabilities of each Controlled Group member has failed with respect to make contributions to an each ERISA Plan that is a Multiemployer Plan in accordance with the applicable governing documents which is reasonably likely to result in a material liability have been fully funded based upon reasonable and proper actuarial assumptions, have been fully insured, or have been fully reserved for on its financial statements, except to the Controlled Group memberextent to which any failure to so fund, insure or reserve has not or could not reasonably be expected to have a Material Adverse Effect. No Benefit Plan (other than a Multiemployer Plan) has any accumulated funding deficiency (as defined in Section 412(a) of the Code). None of the Companies changes have adopted occurred or plans are expected to adopt any amendments occur that could reasonably result in a material would cause an increase in the cost of providing benefits under the any ERISA Plan, except to the extent any such increases individually or in the aggregate do not have or could not reasonably be expected to have a Material Adverse Effect. With respect to each ERISA Plan (other than a Multiemployer Plan) that is intended to be qualified under Code Section 401(a), ): (a) the ERISA Plan and any associated trust operationally comply (or as soon as reasonably practicable are corrected to comply) with the applicable requirements of Code Section 401(a); , (b) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “remedial amendment period” available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); , (c) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “remedial amendment period” has not yet expired; , (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject without regard to any retroactive amendment that may be made within the above-described “remedial amendment period”; , and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972. With respect to any Pension Plan, the “accumulated benefit obligation” of Controlled Group members with respect to the such Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employees Employers’ Accounting for Pensions”) does not exceed the fair market value of Pension Plan assets by an amount that would individually or in the aggregate has or could reasonably be expected to have a Material Adverse Effect. Each Foreign Employee Benefit Plan is in compliance in all material respects with all laws, regulations and rules applicable thereto and the respective requirements of the governing documents for Foreign Employee Benefit Plan. With respect to any Foreign Employee Benefit Plan, reasonable reserves have been established in accordance with local laws or prudent business practice or where required by ordinary accounting practices in the jurisdiction in which Foreign Employee Benefit Plan is maintained.

Employee Benefits Plans. Schedule 6.11 hereto to the Closing Officer's Certificate identifies each ERISA Plan as of the Closing Date. No material ERISA Event has occurred or is reasonably expected to occur with respect to an ERISA Plan. No Full payment has been made of all amounts that a Controlled Group member has failed is required, under applicable law or under the governing documents, to make have paid as a required contribution to or a benefit under each ERISA Plan. The material installment or other required material payment under Section 412(a) liability of the Code on or before the due date or within a reasonable time after such due date. No each Controlled Group member has failed with respect to make contributions to an each ERISA Plan that is a Multiemployer Plan in accordance with the applicable governing documents which is reasonably likely to result in a material liability to the Controlled Group memberhas been fully funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for on its financial statements. No Benefit Plan (other than a Multiemployer Plan) has any accumulated funding deficiency (as defined in Section 412(a) of the Code). None of the Companies material changes have adopted occurred or plans are expected to adopt any amendments occur that could reasonably result in would cause a material increase in the cost of providing benefits under the ERISA Plan. With respect to each ERISA Plan (other than a Multiemployer Plan) that is intended to be qualified under Code Section 401(a), (a) the ERISA Plan and any associated trust operationally comply (or as soon as reasonably practicable are corrected to comply) with the applicable requirements of Code Section 401(a); (b) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “"remedial amendment period” " available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); (c) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “"remedial amendment period” " has not yet expired; (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject without regard to any retroactive amendment that may be made within the above-described “"remedial amendment period”"; and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972. With respect to any Pension Plan, the “"accumulated benefit obligation” " of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employees "Employers' Accounting for Pensions”") does not exceed the fair market value of Pension Plan assets by an amount that would have a Material Adverse Effect. Each Foreign Employee Benefit Plan is in compliance in all material respects with all laws, regulations and rules applicable thereto and the respective requirements of the governing documents for Foreign Employee Benefit Plan. With respect to any Foreign Employee Benefit Plan, reasonable reserves have been established in accordance with local laws or prudent business practice or where required by ordinary accounting practices in the jurisdiction in which Foreign Employee Benefit Plan is maintainedassets.

Employee Benefits Plans. Schedule 6.11 6.10 hereto identifies each ERISA Plan as of the Closing DatePlan. No ERISA Event has occurred or is reasonably expected to occur with respect to an ERISA Plan. No Full payment has been made of all amounts which a Controlled Group member has failed is required, under applicable law or under the governing documents, to make have been paid as a required material installment contribution to or other required material payment a benefit under Section 412(a) each ERISA Plan. The liability of the Code on or before the due date or within a reasonable time after such due date. No each Controlled Group member has failed with respect to make contributions to an each ERISA Plan that is a Multiemployer Plan in accordance with the applicable governing documents which is reasonably likely to result in a material liability to the Controlled Group memberhas been fully funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for on its financial statements. No Benefit Plan (other than a Multiemployer Plan) has any accumulated funding deficiency (as defined in Section 412(a) of the Code). None of the Companies changes have adopted occurred or plans are expected to adopt any amendments occur that could reasonably result in would cause a material increase in the cost of providing benefits under the ERISA Plan. With respect to each ERISA Plan (other than a Multiemployer Plan) that is intended to be qualified under Code Section 401(a), ): (a) the ERISA Plan and any associated trust operationally comply (or as soon as reasonably practicable are corrected to comply) with the applicable requirements of Code Section 401(a); , (b) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “"remedial amendment period” " available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); , (c) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “"remedial amendment period” " has not yet expired; , (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject without regard to any retroactive amendment that may be made within the above-described “"remedial amendment period”; ", and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972. With respect to any Pension Plan, the “"accumulated benefit obligation” " of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employees "Employers' Accounting for Pensions”") does not exceed the fair market value of Pension Plan assets by an amount that assets. If all Controlled Group members withdrew from all Multiemployer Plans in a "complete withdrawal" (within the meaning of ERISA Section 4203) such withdrawal would have not result in a Material Adverse Effect. Each Foreign Employee Benefit Plan is in compliance in all material respects with all laws, regulations and rules applicable thereto and the respective requirements of the governing documents for Foreign Employee Benefit Plan. With respect to any Foreign Employee Benefit Plan, reasonable reserves have been established in accordance with local laws or prudent business practice or where required by ordinary accounting practices in the jurisdiction in which Foreign Employee Benefit Plan is maintained.

Employee Benefits Plans. Schedule 6.11 6.10 hereto identifies each ERISA Plan as of Plan. Since the Closing Effective Date. No , no ERISA Event has occurred or is reasonably expected to occur with respect to an ERISA PlanPlan that could reasonably be expected to have a Material Adverse Effect. No Full payment has been made of all amounts which a Controlled Group member has failed is required, under applicable Law or under the governing documents, to make have been paid as a required material installment contribution to or other required material payment a benefit under Section 412(a) each ERISA Plan. The liability of the Code on or before the due date or within a reasonable time after such due date. No each Controlled Group member has failed with respect to make contributions to an each ERISA Plan that is a Multiemployer Plan has been funded based upon reasonable and proper actuarial assumptions and in accordance with the applicable governing documents which is reasonably likely to result in a material liability to the Controlled Group memberLaw, has been fully insured, or has been fully reserved for on its financial statements. No Benefit Plan (other than a Multiemployer Plan) has any accumulated funding deficiency (as defined in Section 412(a) of the Code). None of the Companies changes have adopted occurred or plans are expected to adopt any amendments occur that could reasonably result in would cause a material increase in the cost of providing benefits under the ERISA PlanPlan that could reasonably be expected to have a Material Adverse Effect. With respect to each ERISA Plan (other than a Multiemployer Plan) that is intended to be qualified under Code Section 401(a), ): (a) the ERISA Plan and any associated trust operationally comply (or as soon as reasonably practicable are corrected to comply) with the applicable requirements of Code Section 401(a); , (b) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “remedial amendment period” available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); , (c) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement employee stock ownership plan under the ERISA Plan qualifies under Code Section 401(k4975(e)(7), unless the ERISA Plan was first adopted at a time for which the above-described “remedial amendment period” has not yet expired; , (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject without regard to any retroactive amendment that may be made within the above-described “remedial amendment period”; , and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972. With respect to any all Pension PlanPlans, the aggregate “accumulated benefit obligation” of Controlled Group members with respect to the such Pension Plan Plans (as determined in accordance with Statement of Accounting Standards No. 87, “Employees Employers’ Accounting for Pensions”) does not exceed the aggregate fair market value of all Pension Plan assets by an amount that more than 15% of Consolidated Net Worth. If all Controlled Group members withdrew from all Multiemployer Plans in a “complete withdrawal” (within the meaning of ERISA Section 4203) such withdrawal would have not reasonably be expected to result in a Material Adverse Effect. Each Foreign Employee Benefit Plan is in compliance in all material respects with all laws, regulations and rules applicable thereto and the respective requirements of the governing documents for Foreign Employee Benefit Plan. With respect to any Foreign Employee Benefit Plan, reasonable reserves have been established in accordance with local laws or prudent business practice or where required by ordinary accounting practices in the jurisdiction in which Foreign Employee Benefit Plan is maintained.

Employee Benefits Plans. Schedule 6.11 7.11 hereto identifies each ERISA Plan as of the Closing DatePlan. No ERISA Event has occurred or is reasonably expected to occur with respect to an ERISA Plan. No Full payment has been made of all amounts which a Controlled Group member has failed is required, under applicable law or under the governing documents, to make have been paid as a required material installment contribution to or other required material payment a benefit under Section 412(a) each ERISA Plan. The liability of the Code on or before the due date or within a reasonable time after such due date. No each Controlled Group member has failed with respect to make contributions to an each ERISA Plan that is a Multiemployer Plan in accordance with the applicable governing documents which is reasonably likely to result in a material liability to the Controlled Group memberhas been fully funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for on its financial statements. No Benefit Plan (other than a Multiemployer Plan) has any accumulated funding deficiency (as defined in Section 412(a) of the Code). None of the Companies changes have adopted occurred or plans are expected to adopt any amendments occur that could reasonably result in would cause a material increase in the cost of providing benefits under the ERISA Plan. With respect to each ERISA Plan (other than a Multiemployer Plan) that is intended to be qualified under Code Section 401(a), (a) the ERISA Plan and any associated trust operationally comply (or as soon as reasonably practicable are corrected to comply) with the applicable requirements of Code Section 401(a); (b) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “"remedial amendment period” " available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); (c) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “"remedial amendment period” " has not yet expired; (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject to any retroactive amendment that may be made within the above-described “"remedial amendment period”"; and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972. With respect to any Pension Plan, the “"accumulated benefit obligation” " of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employees "Employers' Accounting for Pensions”") does not exceed the fair market value of Pension Plan assets by an amount that would have a Material Adverse Effect. Each Foreign Employee Benefit Plan is in compliance in all material respects with all laws, regulations and rules applicable thereto and the respective requirements of the governing documents for Foreign Employee Benefit Plan. With respect to any Foreign Employee Benefit Plan, reasonable reserves have been established in accordance with local laws or prudent business practice or where required by ordinary accounting practices in the jurisdiction in which Foreign Employee Benefit Plan is maintainedassets.

Employee Benefits Plans. Schedule 6.11 6.10 hereto identifies each ERISA Plan as of the Closing DatePlan. No ERISA Event has occurred or is reasonably expected to occur with respect to an ERISA Plan. No Full payment has been made of all amounts which a Controlled Group member has failed is required, under applicable law or under the governing documents, to make have been paid as a required material installment contribution to or other required material payment a benefit under Section 412(a) each ERISA Plan. The liability of the Code on or before the due date or within a reasonable time after such due date. No each Controlled Group member has failed with respect to make contributions to an each ERISA Plan that is a Multiemployer Plan in accordance with the applicable governing documents which is reasonably likely to result in a material liability to the Controlled Group memberhas been fully funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for on its financial statements. No Benefit Plan (other than a Multiemployer Plan) has any accumulated funding deficiency (as defined in Section 412(a) of the Code). None of the Companies changes have adopted occurred or plans are expected to adopt any amendments occur that could reasonably result in would cause a material increase in the cost of providing benefits under the ERISA Plan. With respect to each ERISA Plan (other than a Multiemployer Plan) that is intended to be qualified under Code Section 401(a), (a) the ERISA Plan and any associated trust operationally comply (or as soon as reasonably practicable are corrected to comply) with the applicable requirements of Code Section 401(a); (b) the ERISA Plan and any associated trust have been amended to comply with all such requirements as 50 currently in effect, other than those requirements for which a retroactive amendment can be made within the “"remedial amendment period” " available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); (c) other than the ERISA Plan identified as item 1 on Schedule 6.10, the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “"remedial amendment period” " has not yet expired; (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject without regard to any retroactive amendment that may be made within the above-described “"remedial amendment period”"; and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972. With respect to any Pension Plan, the “"accumulated benefit obligation” " of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employees "Employers' Accounting for Pensions”") does not exceed the fair market value of Pension Plan assets by an amount that would have a Material Adverse Effect. Each Foreign Employee Benefit Plan is in compliance in all material respects with all laws, regulations and rules applicable thereto and the respective requirements of the governing documents for Foreign Employee Benefit Plan. With respect to any Foreign Employee Benefit Plan, reasonable reserves have been established in accordance with local laws or prudent business practice or where required by ordinary accounting practices in the jurisdiction in which Foreign Employee Benefit Plan is maintainedassets.

Employee Benefits Plans. Schedule 6.11 7.11 hereto identifies each ERISA Plan as of the Closing DatePlan. No ERISA Event has occurred or is reasonably expected to occur with respect to an ERISA Plan. No Full payment has been made of all amounts which a Controlled Group member has failed is required, under applicable law or under the governing documents, to make have been paid as a required material installment contribution to or other required material payment a benefit under Section 412(a) each ERISA Plan. The liability of the Code on or before the due date or within a reasonable time after such due date. No each Controlled Group member has failed with respect to make contributions to an each ERISA Plan that is a Multiemployer Plan in accordance with the applicable governing documents which is reasonably likely to result in a material liability to the Controlled Group memberhas been fully funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for on its financial statements. No Benefit Plan (other than a Multiemployer Plan) has any accumulated funding deficiency (as defined in Section 412(a) of the Code). None of the Companies changes have adopted occurred or plans are expected to adopt any amendments occur that could reasonably result in would cause a material increase in the cost of providing benefits under the ERISA Plan. With respect to each ERISA Plan (other than a Multiemployer Plan) that is intended to be qualified under Code Section 401(a), (a) the ERISA Plan and any associated trust operationally comply (or as soon as reasonably practicable are corrected to comply) with the applicable requirements of Code Section 401(a); (b) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “remedial amendment period” available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); (c) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “remedial amendment period” has not yet expired; (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject to any retroactive amendment that may be made within the above-described “remedial amendment period”; and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972. With respect to any Pension Plan, the “accumulated benefit obligation” of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employees Employers’ Accounting for Pensions”) does not exceed the fair market value of Pension Plan assets by an amount that would have a Material Adverse Effect. Each Foreign Employee Benefit Plan is in compliance in all material respects with all laws, regulations and rules applicable thereto and the respective requirements of the governing documents for Foreign Employee Benefit Plan. With respect to any Foreign Employee Benefit Plan, reasonable reserves have been established in accordance with local laws or prudent business practice or where required by ordinary accounting practices in the jurisdiction in which Foreign Employee Benefit Plan is maintainedassets.

Employee Benefits Plans. Schedule 6.11 hereto identifies each ERISA Plan as of the Closing Date. No ERISA Event has occurred or is reasonably expected to occur with respect to an ERISA Plan. No Full payment has been made of all amounts that a Controlled Group member has failed is required, under applicable law or under the governing documents, to make have paid as a required material installment contribution to or other required material payment a benefit under Section 412(a) each ERISA Plan. The liability of the Code on or before the due date or within a reasonable time after such due date. No each Controlled Group member has failed with respect to make contributions to an each ERISA Plan that is a Multiemployer Plan in accordance with the applicable governing documents which is reasonably likely to result in a material liability to the Controlled Group memberhas been adequately funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for on its financial statements. No Benefit Plan (other than a Multiemployer Plan) has any accumulated funding deficiency (as defined in Section 412(a) of the Code). None of the Companies changes have adopted occurred or plans are expected to adopt any amendments occur that could reasonably result in would cause a material increase in the cost of providing benefits under the ERISA Plan. With respect to each ERISA Plan (other than a Multiemployer Plan) that is intended to be qualified under Code Section 401(a), (a) the ERISA Plan and any associated trust operationally comply (or as soon as reasonably practicable are corrected to comply) with the applicable requirements of Code Section 401(a); (b) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “remedial amendment period” available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); (c) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “remedial amendment period” has not yet expired; (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject without regard to any retroactive amendment that may be made within the above-described “remedial amendment period”; and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972. With respect to any Pension Plan, the “accumulated benefit obligation” of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employees Employers’ Accounting for Pensions”) does not exceed the fair market value of Pension Plan assets by an amount that would have a Material Adverse Effect. Each Foreign Employee Benefit Plan is in compliance in all material respects with all laws, regulations and rules applicable thereto and the respective requirements of the governing documents for Foreign Employee Benefit Plan. With respect to any Foreign Employee Benefit Plan, reasonable reserves have been established in accordance with local laws or prudent business practice or where required by ordinary accounting practices in the jurisdiction in which Foreign Employee Benefit Plan is maintainedassets.

Employee Benefits Plans. Schedule 6.11 hereto 4.10 identifies each ERISA Plan as of the Closing Date. No ERISA Event has occurred or is could reasonably be expected to occur with respect to an ERISA Plan. No Full payment has been made of all amounts that a Controlled Group member has failed is required, under Applicable Law or under the governing documents, to make have paid as a required material installment contribution to or other required material payment a benefit under Section 412(a) each ERISA Plan. As of the Code on or before most recent date of release of the due date or within a reasonable time after financial statements for each Controlled Group member, the liability of such due date. No Controlled Group member has failed with respect to make contributions to an each ERISA Plan that is a Multiemployer Plan in accordance with the applicable governing documents which is reasonably likely to result in a material liability to the Controlled Group memberhas been fully funded based upon reasonable and proper actuarial assumptions or has been fully insured. No Benefit Plan (other than a Multiemployer Plan) has any accumulated funding deficiency (as defined in Section 412(a) of the Code). None of the Companies changes have adopted or plans to adopt any amendments occurred that could reasonably result in would cause a material increase in the cost of providing benefits under the any ERISA Plan. Each ERISA Plan is in compliance with all Applicable Laws. With respect to each ERISA Plan (other than a Multiemployer Plan) that is intended to be qualified under Code Section 401(a), ) of the IR Code: (a) the such ERISA Plan and any associated trust operationally comply (or as soon as reasonably practicable are corrected to comply) in all respects with the applicable requirements of Code Section 401(a)) of the IR Code; (b) the such ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “remedial amendment period” available under Code Section 401(b) of the IR Code (as extended under Treasury Regulations regulations and other Treasury pronouncements upon which taxpayers may rely); (c) the such ERISA Plan and any associated trust have received a favorable determination or opinion letter from the Internal Revenue Service IRS stating that the such ERISA Plan qualifies under Code Section 401(a)) of the IR Code, that the associated trust qualifies under Code Section 501(a) of the IR Code and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k)) of the IR Code, unless the such ERISA Plan was first adopted at a time for which the above-described “remedial amendment period” has not yet expired; (d) the such ERISA Plan currently satisfies the requirements of Code Section 410(b)) of the IR Code, subject without regard to any retroactive amendment that may be made within the above-described “remedial amendment period”; and (e) no contribution made to the such ERISA Plan is subject to an excise tax under Section 4972 of the IR Code Section 4972and (f) to the knowledge of the Group Company, nothing has occurred or is reasonably expected to occur that could result in the loss of the qualified status of such ERISA Plan. With respect to any Pension Plan, there are no unfunded benefit liabilities as defined in Section 4001(a)(18) of ERISA and the “accumulated benefit obligation” of Controlled Group members with respect to the such Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employees Employers’ Accounting for Pensions”) does not exceed the fair market value of Pension Plan assets by an amount that would have a Material Adverse Effect. Each Foreign Employee Benefit Plan is in compliance in all material respects with all laws, regulations and rules applicable thereto and the respective requirements of the governing documents for Foreign Employee Benefit Plan. With respect to any Foreign Employee Benefit Plan, reasonable reserves have been established in accordance with local laws or prudent business practice or where required by ordinary accounting practices in the jurisdiction in which Foreign Employee Benefit Plan is maintainedassets.

Employee Benefits Plans. Schedule 6.11 6.10 hereto identifies each ERISA Plan as of Plan. Since the Closing Effective Date. No , no ERISA Event has occurred or is reasonably expected to occur with respect to an ERISA PlanPlan that could reasonably be expected to have a Material Adverse Effect. No Full payment has been made of all amounts which a Controlled Group member has failed is required, under applicable law or under the governing documents, to make have been paid as a required material installment contribution to or other required material payment a benefit under Section 412(a) each ERISA Plan. The liability of the Code on or before the due date or within a reasonable time after such due date. No each Controlled Group member has failed with respect to make contributions to an each ERISA Plan that is a Multiemployer Plan has been funded based upon reasonable and proper actuarial assumptions and in accordance with the applicable governing documents which is reasonably likely to result in a material liability to the Controlled Group memberlaw, has been fully insured, or has been fully reserved for on its financial statements. No Benefit Plan (other than a Multiemployer Plan) has any accumulated funding deficiency (as defined in Section 412(a) of the Code). None of the Companies changes have adopted occurred or plans are expected to adopt any amendments occur that could reasonably result in would cause a material increase in the cost of providing benefits under the ERISA PlanPlan that could reasonably be expected to have a Material Adverse Effect. With respect to each ERISA Plan (other than a Multiemployer Plan) that is intended to be qualified under Code Section 401(a), ): (a) the ERISA Plan and any associated trust operationally comply (or as soon as reasonably practicable are corrected to comply) with the applicable requirements of Code Section 401(a); , (b) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “remedial amendment period” available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); , (c) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement employee stock ownership plan under the ERISA Plan qualifies under Code Section 401(k4975(e)(7), unless the ERISA Plan was first adopted at a time for which the above-described “remedial amendment period” has not yet expired; , (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject without regard to any retroactive amendment that may be made within the above-described “remedial amendment period”; , and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972. With respect to any all Pension PlanPlans, the aggregate “accumulated benefit obligation” of Controlled Group members with respect to the such Pension Plan Plans (as determined in accordance with Statement of Accounting Standards No. 87, “Employees Accounting for Pensions”) does not exceed the fair market value of Pension Plan assets by an amount that would have a Material Adverse Effect. Each Foreign Employee Benefit Plan is in compliance in all material respects with all laws, regulations and rules applicable thereto and the respective requirements of the governing documents for Foreign Employee Benefit Plan. With respect to any Foreign Employee Benefit Plan, reasonable reserves have been established in accordance with local laws or prudent business practice or where required by ordinary accounting practices in the jurisdiction in which Foreign Employee Benefit Plan is maintained.Standards

Employee Benefits Plans. Schedule 6.11 hereto identifies each ERISA Plan as As of the Closing Date, neither Borrower nor any member of the Controlled Group maintains or has maintained within the last six (6) years a Pension Plan subject to Title IV of ERISA. No ERISA Event has occurred or is reasonably expected to occur with respect to an ERISA PlanPlan that could reasonably be expected to have a Material Adverse Effect. No Full payment has been made of all amounts that a Controlled Group member has failed to make a required material installment is required, under applicable law or other required material payment under Section 412(a) of the Code on or before the due date or within a reasonable time after such due date. No Controlled Group member has failed to make contributions to an ERISA Plan that is a Multiemployer Plan in accordance with the applicable governing documents which is reasonably likely to result in a material liability to the Controlled Group member. No Benefit Plan (other than a Multiemployer Plan) has any accumulated funding deficiency (as defined in Section 412(a) of the Code). None of the Companies have adopted or plans to adopt any amendments that could reasonably result in a material increase in the cost of providing benefits under the governing documents, to have paid as a contribution to or a benefit under each ERISA Plan. With respect to each ERISA Plan (other than a Multiemployer Plan) that is intended to be qualified under Code Section 401(a), and except as would not cause a Material Adverse Effect, (a) the ERISA Plan and any associated trust operationally substantially comply (or as soon as reasonably practicable are corrected to comply) with the applicable requirements of Code Section 401(a); (b) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “remedial amendment period” available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); (c) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “remedial amendment period” has not yet expired; (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject to any retroactive amendment that may be made within the above-described “remedial amendment period”; and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972. With respect to any Pension Plan, the “accumulated benefit obligation” of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employees Employers’ Accounting for Pensions”) does not exceed the fair market value of Pension Plan assets by an amount that would have a Material Adverse Effect. Each Foreign Employee Benefit Plan is in compliance in all material respects with all laws, regulations and rules applicable thereto and the respective requirements of the governing documents for Foreign Employee Benefit Plan. With respect to any Foreign Employee Benefit Plan, reasonable reserves have been established in accordance with local laws or prudent business practice or where required by ordinary accounting practices in the jurisdiction in which Foreign Employee Benefit Plan is maintainedassets.

Employee Benefits Plans. Schedule 6.11 hereto identifies each ERISA Plan as of the Closing Date. No ERISA Event has occurred or is reasonably expected to occur with respect to an ERISA Plan. No Full payment has been made of all amounts that a Controlled Group member has failed is required, under applicable law or under the governing documents, to make have paid as a required material installment contribution to or other required material payment a benefit under Section 412(a) each ERISA Plan. The liability of the Code on or before the due date or within a reasonable time after such due date. No each Controlled Group member has failed with respect to make contributions to an each ERISA Plan that is a Multiemployer Plan in accordance with the applicable governing documents which is reasonably likely to result in a material liability to the Controlled Group memberhas been fully funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for on its financial statements. No Benefit Plan (other than a Multiemployer Plan) has any accumulated funding deficiency (as defined in Section 412(a) of the Code). None of the Companies changes have adopted occurred or plans are expected to adopt any amendments occur that could reasonably result in would cause a material increase in the cost of providing benefits under the ERISA Plan. With respect to each ERISA Plan (other than a Multiemployer Plan) that is intended to be qualified under Code Section 401(a), ): (a) the ERISA Plan and any associated trust operationally comply (or as soon as reasonably practicable are corrected to comply) with the applicable requirements of Code Section 401(a); (b) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “remedial amendment period” available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); (c) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “remedial amendment period” has not yet expired; (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject to any retroactive amendment that may be made within the above-described “remedial amendment period”; and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972. With respect to any Pension Plan, the “accumulated benefit obligation” of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employees Employers’ Accounting for Pensions”) does not exceed the fair market value of Pension Plan assets by an amount that would have a Material Adverse Effect. Each Foreign Employee Benefit Plan is in compliance in all material respects with all laws, regulations and rules applicable thereto and the respective requirements of the governing documents for Foreign Employee Benefit Plan. With respect to any Foreign Employee Benefit Plan, reasonable reserves have been established in accordance with local laws or prudent business practice or where required by ordinary accounting practices in the jurisdiction in which Foreign Employee Benefit Plan is maintainedassets.

Employee Benefits Plans. Schedule 6.11 6.10 hereto identifies each ERISA Plan as of the Closing Date. No ERISA Event has occurred or is reasonably expected to occur with respect to an ERISA Plan. No Full payment has been made of all amounts that a Controlled Group member has failed is required, under applicable law or under the governing documents, to make have paid as a required material installment contribution to or other required material payment a benefit under Section 412(a) each ERISA Plan. The liability of the Code on or before the due date or within a reasonable time after such due date. No each Controlled Group member has failed with respect to make contributions to an each ERISA Plan that is a Multiemployer Plan in accordance with the applicable governing documents which is reasonably likely to result in a material liability to the Controlled Group memberhas been fully funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for on its financial statements. No Benefit Plan (other than a Multiemployer Plan) has any accumulated funding deficiency (as defined in Section 412(a) of the Code). None of the Companies changes have adopted occurred or plans are expected to adopt any amendments occur that could reasonably result in would cause a material increase in the cost of providing benefits under the ERISA Plan. With respect to each ERISA Plan (other than a Multiemployer Plan) that is intended to be qualified under Code Section 401(a), (a) the ERISA Plan and any associated trust operationally comply (or as soon as reasonably practicable are corrected to comply) with the applicable requirements of Code Section 401(a); (b) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “"remedial amendment period” " available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); (c) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “"remedial amendment period” " has not yet expired; (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject to any retroactive amendment that may be made within the above-described “"remedial amendment period”"; and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972. With respect to any Pension Plan, the “"accumulated benefit obligation” " of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employees "Employers' Accounting for Pensions”") does not exceed the fair market value of Pension Plan assets by an amount that would have a Material Adverse Effect. Each Foreign Employee Benefit Plan is in compliance in all material respects with all laws, regulations and rules applicable thereto and the respective requirements of the governing documents for Foreign Employee Benefit Plan. With respect to any Foreign Employee Benefit Plan, reasonable reserves have been established in accordance with local laws or prudent business practice or where required by ordinary accounting practices in the jurisdiction in which Foreign Employee Benefit Plan is maintainedassets.