Common use of Employee Benefits Clause in Contracts

Employee Benefits. (a) Comply in all material respects with the applicable provisions of ERISA and the Code and (b) furnish to the Administrative Agent (i) as soon as possible after, and in any event within 30 days after any Responsible Officer of such Borrower or any ERISA Affiliate knows or has reason to know that, any Reportable Event has occurred that alone or together with any other Reportable Event could reasonably be expected to result in liability of such Borrower to the PBGC in an aggregate amount exceeding $10,000,000, a statement of a Financial Officer setting forth details as to such Reportable Event and the action that the Borrower proposes to take with respect thereto, together with a copy of the notice, if any, of such Reportable Event given to the PBGC, (ii) promptly after receipt thereof, a copy of any notice that the Borrower or any ERISA Affiliate may receive from the PBGC relating to the intention of the PBGC to terminate any Plan or Plans (other than a Plan maintained by an ERISA Affiliate that is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Code Section 414) or to appoint a trustee to administer any such Plan, (iii) within 10 days after the due date for filing with the PBGC pursuant to Section 412(n) of the Code a notice of failure to make a required installment or other payment with respect to a Plan, a statement of a Financial Officer setting forth details as to such failure and the action that such Borrower proposes to take with respect thereto, together with a copy of any such notice given to the PBGC and (iv) promptly and in any event within 30 days after receipt thereof by the Borrower or any ERISA Affiliate from the sponsor of a Multiemployer Plan, a copy of each notice received by the Borrower or any ERISA Affiliate concerning (A) the imposition of Withdrawal Liability or (B) a determination that a Multiemployer Plan is, or is expected to be, terminated or in reorganization, both within the meaning of Title IV of ERISA.

Employee Benefits. (a) Comply in all material respects with the applicable provisions of ERISA and the Code with respect to the employee benefit plans (as defined in Section 3(3) of ERISA) of the Borrower and the ERISA Affiliates and (b) furnish to the Administrative Agent (i) as soon as possible after, and in any event within 30 days after any Responsible Officer of such the Borrower or any ERISA Affiliate knows or has reason to know that, that any Reportable Event has occurred that alone or together with any other Reportable Event could reasonably be expected to result in liability of such the Borrower or any ERISA Affiliate to the PBGC in an aggregate amount exceeding $10,000,0005,000,000, a statement of a Financial Officer setting forth details as to such Reportable Event and the action that the Borrower or such ERISA Affiliate proposes to take with respect thereto, together with a copy of the notice, if any, of such Reportable Event given to the PBGC, (ii) promptly after receipt thereof, a copy of any notice that the Borrower or any ERISA Affiliate may receive from the PBGC relating to the intention of the PBGC to terminate any Plan or Plans (other than a Plan maintained by an ERISA Affiliate that is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Code Section 414414 of the Code) or to appoint a trustee to administer any such Plan, (iii) within 10 days after the due date for filing with the PBGC pursuant to Section 412(n) of the Code a notice of failure to make a required installment or other payment with respect to a Plan, a statement of a Financial Officer setting forth details as to such failure and the action that such the Borrower proposes to take with respect thereto, together with a copy of any such notice given to the PBGC and (iv) promptly and in any event within 30 days after receipt thereof by the Borrower or any ERISA Affiliate from the sponsor of a Multiemployer Plan, a copy of each notice received by the Borrower or any ERISA Affiliate concerning (A) the imposition of Withdrawal Liability or (B) a determination that a Multiemployer Plan is, or is expected to be, terminated or in reorganization, both within the meaning of Title IV of ERISA.

Employee Benefits. (a) Comply in all material respects with the applicable provisions of ERISA and the provisions of the Code relating to ERISA and any applicable similar non-U.S. law, except for such noncompliances which could not reasonably be expected to result in a Material Adverse Effect, and (b) furnish to the Administrative Agent (i) as soon as possible after, and in any event within 30 days after any Responsible Officer of such Holdings, the Borrower or any ERISA Affiliate knows or has reason to know that, any Reportable Event has occurred that alone or together with any other Reportable Event could reasonably be expected to result in liability of such Borrower to the PBGC in an aggregate amount exceeding $10,000,000occurred, a statement of a Financial Officer setting forth details as to such Reportable Event and the action that the Borrower proposes proposed to take be taken with respect thereto, together with a copy of the notice, if any, of such Reportable Event given to the PBGC, (ii) promptly after any Responsible Officer learns of receipt thereof, a copy of any notice that the Borrower or any ERISA Affiliate may receive from the PBGC relating to the intention of the PBGC to terminate any Plan or Plans (other than a Plan maintained by an ERISA Affiliate that is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Code Section 414) or to appoint a trustee to administer any such Plan, (iii) within 10 30 days after the due date for filing with the PBGC pursuant to Section 412(n) of the Code a notice of failure to make a required installment or other payment with respect to a Plan, a statement of a Financial Officer setting forth details as to such failure and the action that such Borrower proposes proposed to take be taken with respect thereto, together with a copy of any such notice given to the PBGC and (iv) promptly after any Responsible Officer learns thereof and in any event within 30 days after receipt thereof by Holdings, the Borrower or any ERISA Affiliate from the sponsor of a Multiemployer Plan, a copy of each notice received by Holdings, the Borrower or any ERISA Affiliate concerning (A) the imposition of Withdrawal Liability or (B) a determination that a Multiemployer Plan is, or is expected to be, terminated or in reorganization, both in each case within the meaning of Title IV of ERISA, provided that in the case of each of clauses (i) through (iv) above, notice to the Administrative Agent shall only be required if such event or condition, together with all other events or conditions referred to in clauses (i) through (iv) above, could reasonably be expected to result in liability of Holdings, the Borrower or any of their Subsidiaries in an aggregate amount exceeding $15,000,000.

Employee Benefits. (a) Comply It will, and will cause the Subsidiaries to, comply in all material respects with the applicable provisions of ERISA and the Code and (b) furnish to the Administrative Agent (i) as soon as possible after, and in any event within 30 days after any Responsible Officer of such the Borrower or any ERISA Affiliate knows or has reason to know that, any Reportable Event has occurred that alone or together with any other Reportable Event could reasonably be expected to result in liability of such Borrower to the PBGC in an aggregate amount exceeding $10,000,000occurred, a statement of a Financial Officer setting forth details as to such Reportable Event and the action that the Borrower proposes to take with respect thereto, together with a copy of the notice, if any, of such Reportable Event given to the PBGC, (ii) promptly after receipt thereof, a copy of any notice that the Borrower or any ERISA Affiliate may receive from the PBGC relating to the intention of the PBGC to terminate any Plan or Plans (other than a Plan maintained by an ERISA Affiliate that is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Code Section 414) or to appoint a trustee to administer any such Plan, (iii) within 10 30 days after the due date for filing with the PBGC pursuant to Section 412(n) of the Code a notice of failure to make a required installment or other payment with respect to a Plan, a statement of a Financial Officer setting forth details as to such failure and the action that such the Borrower proposes to take with respect thereto, together with a copy of any such notice given to the PBGC and (iv) promptly and in any event within 30 days after receipt thereof by the Borrower or any ERISA Affiliate from the sponsor of a Multiemployer Plan, a copy of each notice received by the Borrower or any ERISA Affiliate concerning (A) the imposition of Withdrawal Liability or (B) a determination that a Multiemployer Plan is, or is expected to be, terminated or in reorganization, both within the meaning of Title IV of ERISA, provided that in the case of each of clauses (i) through (iv) above, notice to the Administrative Agent shall only be required if such event or condition, together with all other events or conditions referred to in clauses (i) through (iv) above, could reasonably be expected to result in a liability of the Borrower in an aggregate amount exceeding $7,500,000.

Employee Benefits. (a) Comply in all material respects with the applicable provisions of ERISA and the Code and (b) furnish to the Administrative Agent (ix) as soon as possible after, and in any event within 30 5 days after any Responsible Officer of such Borrower any Company or any ERISA Affiliate Affiliates of any Company knows or has reason to know that, any Reportable ERISA Event has occurred that or, is reasonably expected to occur, that, alone or together with any other Reportable ERISA Event could reasonably be expected to result in liability of such Borrower to the PBGC Companies or any of their ERISA Affiliates in an aggregate amount exceeding $10,000,000that could reasonably be expected to have a Material Adverse Effect or the imposition of a Lien, a statement of a Financial Officer of Holdings setting forth details as to such Reportable ERISA Event and the action action, if any, that the Borrower proposes Companies propose to take with respect thereto; (y) upon request by the Administrative Agent, together with a copy copies of the notice, if any, of such Reportable Event given (i) each Schedule B (Actuarial Information) to the PBGC, annual report (iiForm 5500 Series) promptly after receipt thereof, a copy of filed by any notice that the Borrower Company or any ERISA Affiliate may receive from with the PBGC relating Internal Revenue Service with respect to each Plan; (ii) the intention of the PBGC to terminate any Plan or Plans (other than a Plan maintained by an ERISA Affiliate that is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Code Section 414) or to appoint a trustee to administer any such most recent actuarial valuation report for each Plan, ; (iii) within 10 days after the due date for filing with the PBGC pursuant to Section 412(n) of the Code a notice of failure to make a required installment or other payment with respect to a Plan, a statement of a Financial Officer setting forth details as to such failure and the action that such Borrower proposes to take with respect thereto, together with a copy of all notices received by any such notice given to the PBGC and (iv) promptly and in any event within 30 days after receipt thereof by the Borrower Company or any ERISA Affiliate from a Multiemployer Plan sponsor or any governmental agency concerning an ERISA Event; and (iv) such other documents or governmental reports or filings relating to any Plan (or employee benefit plan (as such term is defined in Section 3(3) of ERISA) sponsored or contributed to by any Company) as the Administrative Agent shall reasonably request and (z) promptly following any request therefor, copies of (i) any documents described in Section 101(k) of ERISA that any Company or its ERISA Affiliate may request with respect to any Multiemployer Plan and (ii) any notices described in Section 101(1) of ERISA that any Company or its ERISA Affiliate may request with respect to any Multiemployer Plan; provided that if any Company or its ERISA Affiliate has not requested such documents or notices from the administrator or sponsor of a the applicable Multiemployer Plan, a copy of each notice received by the Borrower applicable Company or any ERISA Affiliate concerning (A) the imposition shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of Withdrawal Liability or (B) a determination that a Multiemployer Plan is, or is expected to be, terminated or in reorganization, both within the meaning of Title IV of ERISAsuch documents and notices promptly after receipt thereof.

Employee Benefits. (a) Comply Except as would not reasonably be expected, individually or in all material respects the aggregate, to have a Parent Material Adverse Effect, since December 31, 2016, each Parent Benefit Plan has been established, maintained, funded, operated and administered in compliance with the applicable provisions of ERISA its terms and the Code and (b) furnish requirements of applicable Law. Except as has not had, or would not be expected to have, individually or in the Administrative Agent aggregate, a Parent Material Adverse Effect, (i) as soon as possible afterall Parent Pension Plans have been the subject of determination or opinion letters from the IRS to the effect that such Parent Pension Plans are qualified and exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code, and in any event within 30 days after any Responsible Officer no such determination letter has been revoked nor, to the Knowledge of such Borrower or any ERISA Affiliate knows or Parent, has reason to know that, any Reportable Event has occurred revocation been threatened and there are no existing circumstances that alone or together with any other Reportable Event could would reasonably be expected to result in liability adversely affect the qualified status of each such Borrower to the PBGC in an aggregate amount exceeding $10,000,000, a statement of a Financial Officer setting forth details as to such Reportable Event and the action that the Borrower proposes to take with respect thereto, together with a copy of the notice, if any, of such Reportable Event given to the PBGCParent Pension Plan, (ii) promptly after receipt thereof, a copy of any notice that the Borrower or any ERISA Affiliate may receive from the PBGC relating to the intention of the PBGC to terminate any Plan or Plans (other than a Plan maintained by an ERISA Affiliate that is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Code Section 414) or to appoint a trustee to administer any such Plan, (iii) within 10 days after the due date for filing with the PBGC pursuant to Section 412(n) of the Code a notice of failure to make a required installment or other payment with respect to a Planeach Parent Pension Plan subject to Title IV or Section 302 of ERISA or Section 412, a statement 430 or 4971 of a Financial Officer setting forth details the Code, (x) there is no “accumulated funding deficiency” (as to such failure and term is defined in Section 302 of ERISA or Section 412 of the action that such Borrower proposes to take with respect theretoCode), together with a copy of any such notice given to the PBGC whether or not waived and (ivy) promptly and in any event within 30 days after receipt thereof by the Borrower or any ERISA Affiliate from the sponsor of a Multiemployer Plan, a copy of each notice received by the Borrower or any ERISA Affiliate concerning (A) the imposition of Withdrawal Liability or (B) a determination that a Multiemployer no Parent Pension Plan is, or is expected to be, terminated “at-risk” (under Section 303(i)(4)(A) of ERISA or in reorganizationSection 430(i)(4)(A) of the Code), both within the meaning of (iii) no liability under Title IV of ERISA has been incurred by Parent or any Parent ERISA Affiliate that has not been satisfied in full, and no condition exists that presents a risk to Parent or any Parent ERISA Affiliate of incurring or being subject (whether primarily, jointly or secondarily) to a liability (whether actual or contingent) thereunder, (iv) none of Parent, any Parent Subsidiary, any officer of Parent or any Parent Subsidiary or any of Parent Benefit Plans that are subject to ERISA, including Parent Pension Plans, any trusts created thereunder or any fiduciary, trustee or administrator thereof, has engaged in a “prohibited transaction” (as such term is defined in Section 406 of ERISA or Section 4975 of the Code) or any other breach of fiduciary responsibility, (v) all contributions, reimbursements, premium payments and other payments required to have been made under or with respect to each Parent Benefit Plan as of or prior to the date hereof have been made or accrued (as applicable) on a timely basis in accordance with applicable Law and the terms of such Parent Benefit Plan.

Employee Benefits. (a) Comply in all material respects with the applicable provisions of ERISA and the Code and (b) furnish to the Administrative Agent (i) Except as soon otherwise set forth on Schedule 5.16 or as possible after, and in any event within 30 days after any Responsible Officer of such Borrower or any ERISA Affiliate knows or has reason to know that, any Reportable Event has occurred that alone or together with any other Reportable Event could would not reasonably be expected to result have, individually or in liability the aggregate, a Material Adverse Effect on Acquiror or as reported to the authorities pursuant to voluntary compliance resolution and reporting procedures: (a) Acquiror and its Significant Subsidiaries have substantially performed all obligations, whether arising by operation of law or by contract, required to be performed by them in connection with each of the employee benefit plans which is sponsored, maintained or contributed to by Acquiror or any of its Significant Subsidiaries for the benefit of the employees of Acquiror or any of its Significant subsidiaries, each of which is listed on Schedule 5.16, (individually, an "Acquiror Benefit Plan," and collectively, the "Acquiror Benefit Plans"), and, to the knowledge of the officers and directors of Acquiror, there have been no defaults or violations by any other party to the Acquiror Benefit Plans; (b) Each Acquiror Benefit Plan has been administered and operated in substantial compliance with its governing documents and applicable law, including, where applicable, ERISA and the Code; (c) Each Acquiror Benefit Plan intended to be qualified under Section 401 of the Code (i) satisfies in form the requirements of such Borrower Section except to the PBGC in an aggregate amount exceeding $10,000,000, extent amendments are not required by law to be -18- 23 made until a statement of a Financial Officer setting forth details as to such Reportable Event and date after the action that the Borrower proposes to take with respect thereto, together with a copy of the notice, if any, of such Reportable Event given to the PBGCClosing Date, (ii) promptly after receipt thereof, has received a copy of any notice that the Borrower or any ERISA Affiliate may receive favorable determination letter from the PBGC relating to the intention Internal Revenue Service regarding such qualified status, (iii) has not, since receipt of the PBGC to terminate any Plan most recent favorable determination letter, been amended, except for amendments for which the period for requesting a favorable determination letter has not expired, and (iv) has not been operated in a way that would adversely affect its qualified status; (d) There are no actions, suits, or Plans claims pending (other than routine claims for benefits) or, to the knowledge of the officers and directors of Acquiror, threatened against, or with respect to, any of the Acquiror Benefit Plans or their assets; (e) No act, omission or transaction has occurred which would result in imposition on Acquiror or any of its Significant Subsidiaries of (i) breach of fiduciary duty liability damages under Section 409 of ERISA, (ii) a Plan maintained by an ERISA Affiliate that is considered an ERISA Affiliate only civil penalty assessed pursuant to subsection subsections (c), (i) or (l) of Section 502 of ERISA, or (iii) a tax imposed pursuant to Chapter 43 of Subtitle D of the Code; (f) There is no matter pending (other than routine qualification determination filings) with respect to any of the Acquiror Benefit Plans before any governmental authority; and (g) With respect to any employee benefit plan, within the meaning of Section 3(3) of ERISA, which is not an Acquiror Benefit Plan but which is sponsored, maintained, or contributed to, or has been sponsored, maintained, or contributed to within six years prior to the date of this Agreement, by any corporation, trade, business, or entity under common control with Acquiror, within the meaning of Section 414(b), (c), (m) ), or (o) of the Code or Section 4144001 of ERISA ("Acquiror Commonly Controlled Entity"), (i) or no withdrawal liability, within the meaning of Section 4201 of ERISA, has been incurred, which withdrawal liability has not been satisfied, (ii) no liability to appoint a trustee to administer the Pension Benefit Guaranty Corporation has been incurred by any such PlanAcquiror Commonly Controlled Entity, which liability has not been satisfied, (iii) no accumulated funding deficiency, whether or not waived, within 10 days after the due date for filing with the PBGC pursuant to meaning of Section 412(n) 302 of ERISA or Section 412 of the Code a notice of failure to make a required installment or other payment with respect to a Planhas been incurred, a statement of a Financial Officer setting forth details as to such failure and the action that such Borrower proposes to take with respect thereto, together with a copy of any such notice given to the PBGC and (iv) promptly all contributions (including installments) to such plan required by Section 302 of ERISA and in any event within 30 days after receipt thereof by Section 412 of the Borrower or any ERISA Affiliate from the sponsor of a Multiemployer Plan, a copy of each notice received by the Borrower or any ERISA Affiliate concerning (A) the imposition of Withdrawal Liability or (B) a determination that a Multiemployer Plan is, or is expected to be, terminated or in reorganization, both within the meaning of Title IV of ERISACode have been timely made. SECTION 5.17.

Employee Benefits. (a) Comply in all material respects with the applicable provisions of ERISA and the Code and (b) furnish to the Administrative Agent Lender (ix) as soon as possible after, and in any event within 30 10 business days after any Responsible Officer of such Borrower or any ERISA Affiliate knows or has reason to know that, any Reportable ERISA Event has occurred that that, alone or together with any other Reportable Event could ERISA Event, would reasonably be expected to result in liability of such Borrower to the PBGC or any of their ERISA Affiliates in an aggregate amount exceeding $10,000,000that would reasonably be expected to have a Material Adverse Effect or the imposition of a Lien on any of the property of Borrower, a statement of a Financial Responsible Officer of Borrower setting forth details as to such Reportable ERISA Event and the action action, if any, that the Borrower proposes to take with respect thereto; (y) upon the reasonable request by Lender, together with a copy copies of the notice, if any, of such Reportable Event given (i) each Schedule SB (Actuarial Information) to the PBGC, annual report (iiForm 5500 Series) promptly after receipt thereof, a copy of any notice that the filed by Borrower or any ERISA Affiliate may receive from with the PBGC relating Internal Revenue Service with respect to each Plan; (ii) the intention of the PBGC to terminate any Plan or Plans (other than a Plan maintained by an ERISA Affiliate that is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Code Section 414) or to appoint a trustee to administer any such most recent actuarial valuation report for each Plan, ; (iii) within 10 days after the due date for filing with the PBGC pursuant to Section 412(n) of the Code a notice of failure to make a required installment or other payment with respect to a Plan, a statement of a Financial Officer setting forth details as to such failure and the action that such Borrower proposes to take with respect thereto, together with a copy of any such notice given to the PBGC and (iv) promptly and in any event within 30 days after receipt thereof all notices received by the Borrower or any ERISA Affiliate from a Multiemployer Plan sponsor or any governmental agency concerning an ERISA Event; and (iv) such other documents or governmental reports or filings relating to any Plan (or employee benefit plan (as such term is defined in Section 3(3) of ERISA) sponsored or contributed to by Borrower) as Lender shall reasonably request and (z) promptly following any request therefor, copies of (i) any documents described in Section 101(k) of ERISA that Borrower or its ERISA Affiliate may request with respect to any Multiemployer Plan and (ii) any notices described in Section 101(1) of ERISA that Borrower or its ERISA Affiliate may request with respect to any Multiemployer Plan; provided that if Borrower or its ERISA Affiliate has not requested such documents or notices from the administrator or sponsor of a the applicable Multiemployer Plan, a copy of each notice received by the Borrower or any ERISA Affiliate concerning (A) the imposition shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of Withdrawal Liability or (B) a determination that a Multiemployer Plan is, or is expected to be, terminated or in reorganization, both within the meaning of Title IV of ERISAsuch documents and notices promptly after receipt thereof.

Employee Benefits. (a) Comply in all material respects with the applicable provisions of ERISA and the Code and (b) furnish to the Administrative Agent B shall not (i) as soon as possible aftergrant any increase in the compensation or benefits payable or provided to any of its directors, and in any event within 30 days after any Responsible Officer of such Borrower officers or any ERISA Affiliate knows or has reason to know that, any Reportable Event has occurred that alone or together with any other Reportable Event could reasonably be expected to result in liability of such Borrower to the PBGC in an aggregate amount exceeding $10,000,000, a statement of a Financial Officer setting forth details as to such Reportable Event and the action that the Borrower proposes to take with respect thereto, together with a copy of the notice, if any, of such Reportable Event given to the PBGCemployees, (ii) promptly after receipt thereofpay or agree to pay any pension, a copy of retirement allowance or other employee benefit not required by any notice that the Borrower or any ERISA Affiliate may receive from the PBGC relating to the intention of the PBGC existing B Benefit Plans as in effect on the date hereof to terminate any Plan director, officer or Plans (other than a Plan maintained by an ERISA Affiliate that is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Code Section 414) or to appoint a trustee to administer any such Planemployee, (iii) within 10 days after enter into any new or amend any existing employment, severance, retention or termination agreement with any such director, officer or employee, (iv) except as may be required to comply with applicable Law, adopt or become obligated under any employee benefit plan, program or arrangement that was not both in existence on the due date for filing with hereof and disclosed in the PBGC pursuant B Disclosure Schedule or the B SEC Reports prior to Section 412(nthe date hereof or amend any such plan in existence on the date hereof to enhance the benefits thereunder; (v) to the knowledge of B based on a good faith interpretation of the Stabilization Act, take any action that may adversely affect the Company's ability to obtain a Federal credit instrument under the Stabilization Act; or (vi) make any payments to any individual in respect of any severance obligations or in respect of the cancellation or repurchase of any B Options held by any such person. Notwithstanding the foregoing provisions of this clause (j), nothing herein shall prohibit B from (A) taking actions required under any existing collective bargaining, employment or other similar agreements or B Benefit Plans or any Law applicable thereto, to which it is a party on the date of this Agreement and that are disclosed in the B Disclosure Schedule or B SEC Reports prior to the date hereof, (B) paying any individual listed on SECTION 6.01(j)(B) of the Code a notice of failure to make a required installment or other payment B Disclosure Schedule the Cash-Out Amount (within the meaning set forth in SECTION 3.10(n) hereof) with respect to a Planeach outstanding and unexercised B Option then held by such person, a statement in consideration for the cancellation of such B Options, in an amount not to exceed the aggregate Cash-Out Amount set forth on SECTION 6.01(j)(B) of the Disclosure Schedule opposite such person's name (PROVIDED that (1) such payment shall be conditioned upon the execution and delivery of a Financial Officer setting forth details as written receipt by such person to B of the consideration received for the cancellation of such B Options, in a form prescribed by B that is reasonably satisfactory to A and the Company, (2) no such payment shall be made if such payment may, to the knowledge of B based on a good faith interpretation of the Stabilization Act, adversely affect the Company's ability to obtain a U.S. federal credit instrument under the Stabilization Act and (3) such payment and cancellation of B Options is made by B in compliance with all applicable Laws, including applicable securities Laws), (C) taking all necessary actions to notify individuals holding options granted under the B 1996 Option Plans prior to such failure options' acceleration and termination (such notice to include the action that method and timing for exercising such Borrower proposes options) under the terms of the B 1996 Option Plans, (D) as and to take the extent permitted by Law, providing additional or supplemental payments and/or benefits with respect theretoan aggregate net present value not to exceed $800,000, together with a copy of view to minimizing any such notice given adverse effect on the Company's cash position, to the PBGC extent B deems prudent in connection with keeping available services of the current B officers and employees and otherwise as part of B's good business practice and (ivE) promptly and making the payment described in any SECTION 6.01(j)(E) of the B Disclosure Schedule. Notwithstanding anything herein to the contrary, (i) in no event within 30 days after receipt thereof shall the payments made by the Borrower or any ERISA Affiliate from the sponsor of a Multiemployer Plan, a copy of each notice received by the Borrower or any ERISA Affiliate concerning (A) the imposition of Withdrawal Liability or B pursuant to clause (B) of the preceding sentence of this SECTION 6.01(j) exceed $1,049,545 in the aggregate and (ii) in no event shall any payment pursuant to this SECTION 6.01(j) be made if such payment may, to the knowledge of B based on a determination that good faith interpretation of the Stabilization Act, adversely affect the Company's ability to obtain a Multiemployer Plan is, or is expected to be, terminated or in reorganization, both within U.S. federal credit instrument under the meaning of Title IV of ERISAStabilization Act.

Employee Benefits. (a) Comply None of it, or any of its Subsidiaries, or any trade or business, whether or not incorporated, required to be treated as a "single employer" (within the meaning of Section 4001 of the Employment Retirement Income Security Act of 1974 ("ERISA")) with it under Section 414(b) or (c) of the Internal Revenue Code (an "ERISA Affiliate"), maintains any funded deferred compensation plans (including profit sharing, pension, retirement savings or stock bonus plans), unfunded deferred compensation arrangements or employee benefit plans as defined in all material respects with the applicable provisions Section 3(3) of ERISA ERISA, other than any plans ("Employee Plans") set forth in Section 2.13 of its Disclosure Schedule (true and the Code and (b) furnish correct copies of which it has delivered to the Administrative Agent (i) as soon as possible afterother party). None of the Employee Plans of it or any of its Subsidiaries is, and in none of it, or any event within 30 days after any Responsible Officer of such Borrower its Subsidiaries, or any ERISA Affiliate knows has ever sponsored, participated in, or contributed to, a "multi-employer plan" as defined in Section 3(37) of ERISA, or a "multiple employer plan" as covered in Section 413(c) of the Internal Revenue Code or any plan which is subject to Title IV of ERISA or Section 412 of the Internal Revenue Code. Neither it nor any of its Subsidiaries has reason incurred or reasonably expects to know thatincur any liability to the Pension Benefit Guaranty Corporation except for required premium payments which, to the extent due and payable, have been paid. The Employee Plans intended to be qualified under Section 401(a) of the Internal Revenue Code are so qualified, and it is not aware of any Reportable Event has occurred that alone or together with any other Reportable Event could reasonably be expected to result in liability fact which would adversely affect the qualified status of such Borrower plans. Except as set forth in Section 2.13 of its Disclosure Schedule, neither it nor any of its Subsidiaries (a) provides health, medical, death or survivor benefits to any former employee or beneficiary thereof or (b) maintains any form of current (exclusive of base salary and base wages) or deferred compensation, bonus, stock option, stock appreciation right, benefit, severance pay, retirement, employee stock ownership, incentive, group or individual health insurance, welfare or similar plan or arrangement for the PBGC in an aggregate amount exceeding $10,000,000, a statement of a Financial Officer setting forth details as to such Reportable Event and the action that the Borrower proposes to take with respect thereto, together with a copy of the notice, if any, of such Reportable Event given to the PBGC, (ii) promptly after receipt thereof, a copy benefit of any notice that single or class of directors, officers or employees, whether active or retired (collectively "Benefit Arrangements"). There are no restrictions on the Borrower rights of it or any of its Subsidiaries or any ERISA Affiliate may receive from the PBGC relating to the intention amend or terminate any of the PBGC to terminate Employee Plans or Benefit Arrangements without incurring any Plan or Plans (other than a Plan maintained by an ERISA Affiliate that is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Code Section 414) or to appoint a trustee to administer any such Plan, (iii) within 10 days after the due date for filing with the PBGC pursuant to Section 412(n) of the Code a notice of failure to make a required installment or other payment with respect to a Plan, a statement of a Financial Officer setting forth details as to such failure and the action that such Borrower proposes to take with respect thereto, together with a copy of any such notice given to the PBGC and (iv) promptly and in any event within 30 days after receipt thereof by the Borrower or any ERISA Affiliate from the sponsor of a Multiemployer Plan, a copy of each notice received by the Borrower or any ERISA Affiliate concerning (A) the imposition of Withdrawal Liability or (B) a determination that a Multiemployer Plan is, or is expected to be, terminated or in reorganization, both within the meaning of Title IV of ERISAliability thereunder.

Employee Benefits. (a) Comply in all material respects with Section 2.15(a)(i) and Section 2.15(a)(ii) of the applicable provisions Company Disclosure Schedule, respectively, set forth a complete and accurate list, as of ERISA and the Code and (b) furnish to the Administrative Agent date hereof, of (i) all “employee benefit plans” (as soon defined in Section 3(3) of ERISA), whether or not subject to ERISA and (ii) all other employment, independent contractor and consulting Contracts (excluding standard employment offer letters in substantially the form made available to Parent and independent contractor and consulting Contracts involving annual payments of under $100,000 and entered into in the ordinary course of business), as possible afterwell as all bonus, stock option, stock purchase or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurance, vacation, incentive, deferred compensation, supplemental retirement, termination, retention, change of control and other similar fringe, welfare or other employee benefit plans, programs, Contracts, policies or arrangements (whether or not in writing) maintained or contributed to for the benefit of or relating to any event within 30 days after current or former employee, independent contractor, consultant or director of the Company, any Responsible Officer of such Borrower its Subsidiaries or any other trade or business (whether or not incorporated) which would be treated as a single employer with the Company or any of its Subsidiaries under Section 414 of the Code (an “ERISA Affiliate knows Affiliate”), or has reason to know that, any Reportable Event has occurred that alone or together with any other Reportable Event could reasonably be expected to result in liability of such Borrower to the PBGC in an aggregate amount exceeding $10,000,000, a statement of a Financial Officer setting forth details as to such Reportable Event and the action that the Borrower proposes to take with respect to which the Company or any of its Subsidiaries has any material Liability (together the “Employee Plans”). With respect to each Employee Plan, the Company has made available to Parent complete and accurate copies of (A) the three (3) most recent annual reports on Form 5500 required to have been filed for each Employee Plan, including all schedules thereto, together with a copy of ; (B) the noticemost recent determination letter, if any, of such Reportable Event given to the PBGC, (ii) promptly after receipt thereof, a copy of any notice that the Borrower or any ERISA Affiliate may receive from the PBGC relating to the intention of the PBGC to terminate IRS for any Employee Plan or Plans (other than a Plan maintained by an ERISA Affiliate that is considered an ERISA Affiliate only pursuant intended to subsection (m) or (o) of Code qualify under Section 414) or to appoint a trustee to administer any such Plan, (iii) within 10 days after the due date for filing with the PBGC pursuant to Section 412(n401(a) of the Code Code; (C) the plan documents and summary plan descriptions, or a notice written description of failure to make a required installment the terms of any Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other payment with documents of any funding arrangements; (E) any notices to or from the IRS or any office or representative of the DOL or any similar Governmental Authority relating to any compliance issues in respect to a Plan, a statement of a Financial Officer setting forth details as to such failure and the action that such Borrower proposes to take with respect thereto, together with a copy of any such notice given Employee Plan; (F) all amendments, modifications or supplements to the PBGC and (iv) promptly and in any event within 30 days after receipt thereof by the Borrower or any ERISA Affiliate from the sponsor of a Multiemployer Plan, a copy of each notice received by the Borrower or any ERISA Affiliate concerning (A) the imposition of Withdrawal Liability or (B) a determination that a Multiemployer Plan is, or is expected to be, terminated or in reorganization, both within the meaning of Title IV of ERISAsuch document.

Employee Benefits. (a) Comply in all material respects with the applicable provisions of ERISA and the Code and (b) furnish CBSI or its Subsidiaries shall offer continued employment to the Administrative Agent current employees of PBI or any of its Subsidiaries, and those employees who accept such offer to continue as employees of CBSI or its Subsidiaries after the Effective Time shall (i) as soon as possible afterfor a one year period immediately following the Effective Time, receive compensation that is no less than what they were receiving on the date hereof from PBI, and in any event within 30 days after any Responsible Officer of such Borrower or any ERISA Affiliate knows or has reason be entitled to know thatreceive employee benefits, any Reportable Event has occurred that alone or together with any other Reportable Event could reasonably be expected as a whole and subject to result in liability of such Borrower to the PBGC in an aggregate amount exceeding $10,000,000, a statement of a Financial Officer setting forth details as to such Reportable Event and the action that the Borrower proposes to take with respect thereto, together with a copy of the notice, if any, of such Reportable Event given to the PBGC, clause (ii) promptly after receipt thereofof this sentence, a copy no less favorable than those received by CBSI's or its Subsidiaries' other employees who are similarly situated, and (ii) be given credit for past service with PBI for purposes of determining eligibility for and vesting of employee benefits (but not for pension benefit accrual purposes) under all welfare and retirement programs maintained by CBSI or its Subsidiaries in which such employees participate following the Merger. Nothing contained in this Section 5.10(a) shall be construed to guarantee continued employment of any notice that the Borrower employees of PBI or any ERISA Affiliate may receive of its Subsidiaries, or to prevent CBSI or its Subsidiaries from changing the PBGC relating amount of compensation paid to the intention of the PBGC to terminate any Plan or Plans such employees (other than a Plan maintained by an ERISA Affiliate that is considered an ERISA Affiliate only pursuant to subsection within the one-year period described in clause (m) or (oi) of Code the first sentence of this Section 4145.10(a)) or to appoint modify, amend or supplement any employee benefits offered by CBSI or its Subsidiaries, in each case except as otherwise provided by applicable law or the terms of an existing employment contract. CBSI acknowledges and agrees that the consummation of the Merger constitutes a trustee Change of Control, as such term is used in each of the Executive Employment Agreements, and CBSI agrees to administer any such Plancause Community Bank, (iii) within 10 days after as the due date for filing surviving entity of the Bank Merger, to comply with the PBGC pursuant to Section 412(n) requirements of each of the Code a notice of failure to make a required installment or other payment with respect to a Plan, a statement of a Financial Officer setting forth details as to such failure and the action that such Borrower proposes to take with respect thereto, together with a copy of any such notice given to the PBGC and (iv) promptly and in any event within 30 days after receipt thereof by the Borrower or any ERISA Affiliate from the sponsor of a Multiemployer Plan, a copy of each notice received by the Borrower or any ERISA Affiliate concerning (A) the imposition of Withdrawal Liability or (B) a determination that a Multiemployer Plan is, or is expected to be, terminated or in reorganization, both within the meaning of Title IV of ERISAExecutive Employment Agreements.

Employee Benefits. With respect to all the employee benefit plans, programs and arrangements maintained for the benefit of any current or former employee, officer or director of CapStar or any of its Subsidiaries (the "CAPSTAR BENEFIT PLANS"), except for such matters, as, individually or in the aggregate, could not be reasonably expected to have a CapStar Material Adverse Effect, (a) Comply in all material respects with the applicable provisions each CapStar Benefit Plan and any related trust intended to be qualified under Sections 401(a) and 501(a) of ERISA and the Code has received a favorable determination letter from the IRS that it is so qualified and (b) furnish to the Administrative Agent (i) as soon as possible after, and in any event within 30 days after any Responsible Officer Knowledge of CapStar nothing has occurred since the date of such Borrower or any ERISA Affiliate knows or has reason to know that, any Reportable Event has occurred letter that alone or together with any other Reportable Event could reasonably be expected to result in liability materially adversely affect the qualified status of such Borrower CapStar Benefit Plan or related trust, (b) each CapStar Benefit Plan has been operated in all material respects in accordance with the terms and requirements of applicable law and all required returns and filings for each CapStar Benefit Plan have been timely made, (c) neither CapStar nor any of its Subsidiaries has incurred any direct or indirect material liability under, arising out of or by operation of Title I or Title IV of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), in connection with any CapStar Benefit Plan or other retirement plan or arrangement, and to the PBGC Knowledge of CapStar no fact or event exists that could reasonably be expected to give rise to any such material liability, (d) all material contributions due and payable on or before the date hereof in an aggregate amount exceeding $10,000,000respect of each CapStar Benefit Plan have been made in full and in proper form, a statement (e) neither CapStar nor any of a Financial Officer setting forth details its Subsidiaries has ever sponsored or been obligated to contribute to any "multiemployer plan" (as to such Reportable Event defined in Section 3(37) of ERISA), "multiple employer plan" (as defined in Section 413 of the Code) or "defined benefit plan" (as defined in Section 3(35) of ERISA), (f) except as otherwise required under ERISA, the Code and applicable laws, no CapStar Benefit Plan currently or previously maintained by CapStar or any of its Subsidiaries provides any post-retirement health or life insurance benefits in the future, (g) all material reporting and disclosure obligations imposed under ERISA and the action that the Borrower proposes to take with respect thereto, together with a copy of the notice, if any, of such Reportable Event given to the PBGC, (ii) promptly after receipt thereof, a copy of any notice that the Borrower or any ERISA Affiliate may receive from the PBGC relating to the intention of the PBGC to terminate any Plan or Plans (other than a Plan maintained by an ERISA Affiliate that is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Code Section 414) or to appoint a trustee to administer any such Plan, (iii) within 10 days after the due date for filing with the PBGC pursuant to Section 412(n) of the Code a notice of failure to make a required installment or other payment have been satisfied with respect to a each CapStar Benefit Plan, a statement of a Financial Officer setting forth details as to such failure and the action that such Borrower proposes to take with respect thereto, together with a copy of any such notice given to the PBGC and (ivh) promptly and in any event within 30 days after receipt thereof no benefit or amount payable or which may become payable by the Borrower CapStar or any ERISA Affiliate from the sponsor of a Multiemployer its Subsidiaries pursuant to any CapStar Benefit Plan, a copy of each notice received by the Borrower agreement or contract with any ERISA Affiliate concerning (A) the imposition of Withdrawal Liability or (B) a determination that a Multiemployer Plan isemployee, or is expected to be, terminated or in reorganization, both shall constitute an "excess parachute payment," within the meaning of Title IV Section 280(G) of ERISAthe Code, which is or may be subject to the imposition of any excise tax under Section 4999 of the Code or which would not be deductible by reason of Section 280G of the Code.

Employee Benefits. (a) Comply in all material respects with the applicable provisions of ERISA and the Code and (b) furnish to the Administrative Agent (i) as soon as possible after, and in any event within 30 days 5 Business Days after any Responsible Officer of such Borrower any Company or any ERISA Affiliate Affiliates of any Company knows or has reason to know that, any Reportable ERISA Event has occurred that or, is reasonably expected to occur, that, alone or together with any other Reportable ERISA Event that has occurred in the past twelve months could reasonably be expected to result in any material liability of such Borrower to the PBGC in an aggregate amount exceeding $10,000,000Companies or any of their ERISA Affiliates or the imposition of a Lien, a statement of a Financial Officer of Holdings setting forth details as to such Reportable ERISA Event and the action action, if any, that the Borrower proposes Companies propose to take with respect thereto, together with a copy of the notice, if any, of such Reportable Event given to the PBGC, thereto; (ii) upon request by the Required Lenders, copies of (A) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by any Company or any ERISA Affiliate of any Company with the Internal Revenue Service with respect to each Plan; (B) the most recent actuarial valuation report for each Plan; (C) all notices received by any Company or any ERISA Affiliate of any Company from a Multiemployer Plan sponsor or any governmental agency concerning an ERISA Event; and (D) such other documents or governmental reports or filings relating to any Plan (or employee benefit plan (as such term is defined in Section 3(3) of ERISA) sponsored or contributed to by any Company or any ERISA Affiliate of any Company) as the Required Lenders shall reasonably request and (iii) promptly following any request therefor, copies of (A) any documents described in Section 101(k) of ERISA that any Company or its ERISA Affiliate may request with respect to any Multiemployer Plan and (B) any notices described in Section 101 (1) of ERISA that any Company or its ERISA Affiliate may request with respect to any Multiemployer Plan; provided that if any Company or its ERISA Affiliate has not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, the applicable Company or ERISA Affiliate shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof, a copy of any notice that the Borrower or any ERISA Affiliate may receive from the PBGC relating to the intention of the PBGC to terminate any Plan or Plans (other than a Plan maintained by an ERISA Affiliate that is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Code Section 414) or to appoint a trustee to administer any such Plan, (iii) within 10 days after the due date for filing with the PBGC pursuant to Section 412(n) of the Code a notice of failure to make a required installment or other payment with respect to a Plan, a statement of a Financial Officer setting forth details as to such failure and the action that such Borrower proposes to take with respect thereto, together with a copy of any such notice given to the PBGC and (iv) promptly and in any event within 30 days after receipt thereof by the Borrower or any ERISA Affiliate from the sponsor of a Multiemployer Plan, a copy of each notice received by the Borrower or any ERISA Affiliate concerning (A) the imposition of Withdrawal Liability or (B) a determination that a Multiemployer Plan is, or is expected to be, terminated or in reorganization, both within the meaning of Title IV of ERISA.

Employee Benefits. (a) Comply in all material respects with the applicable provisions of ERISA and the Code and (b) furnish to the Administrative Agent (i) as soon as possible after, and in any event within 30 days after any Responsible Officer of such the Borrower or any ERISA Affiliate knows or has reason to know that, any Reportable Event has occurred that alone or together with any other Reportable Event could reasonably be expected to result in liability of such the Borrower to the PBGC in an aggregate amount exceeding $10,000,0005,000,000, a statement of a Financial Officer setting forth details as to such Reportable Event and the action that the Borrower proposes to take with respect thereto, together with a copy of the notice, if any, of such Reportable Event given to the PBGC, (ii) promptly after receipt thereof, a copy of any notice that the Borrower or any ERISA Affiliate may receive from the PBGC relating to the intention of the PBGC to terminate any Plan or Plans (other than a Plan maintained by an ERISA Affiliate that is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Code Section 414) or to appoint a trustee to administer any such Plan, (iii) within 10 days after the due date for filing with the PBGC pursuant to Section 412(n) of the Code a notice of failure to make a required installment or other payment with respect to a Plan, a statement of a Financial Officer setting forth details as to such failure and the action that such the Borrower proposes to take with respect thereto, together with a copy of any such notice given to the PBGC and (iv) promptly and in any event within 30 days after receipt thereof by the Borrower or any ERISA Affiliate from the sponsor of a Multiemployer Plan, a copy of each notice received by the Borrower or any ERISA Affiliate concerning (A) the imposition of Withdrawal Liability or (B) a determination that a Multiemployer Plan is, or is expected to be, terminated or in reorganization, both within the meaning of Title IV of ERISA.

Employee Benefits. Each Credit Party shall (a) Comply except as could not reasonably be expected to have a Material Adverse Change, with respect to any Plan, comply in all material respects with the applicable provisions of ERISA and the Code and (b) furnish to the Administrative Agent Trustee (ix) as soon as possible after, and in any event within 30 ten (10) days after any Responsible Officer of such Borrower or any ERISA Affiliate Credit Party knows or has reason to know thatknow, that any Reportable Termination Event has occurred that that, alone or together with any other Reportable Termination Event that has occurred, could reasonably be expected to result in liability of such Borrower to the PBGC any Credit Party or any Controlled Group member in an aggregate amount exceeding $10,000,0001,000,000 annually, a statement of a Financial Responsible Officer of the applicable Credit Party setting forth details as to such Reportable Termination Event and the action action, if any, that the Borrower proposes Company and any applicable Credit Party propose to take with respect thereto, together with a copy and (y) upon request by the Requisite Holders or the Trustee (acting at the direction of the noticeRequisite Holders), if any, copies of such Reportable Event given (i) each Schedule B (Actuarial Information) to the PBGC, annual report (Form 5500 Series) filed by any Credit Party or any Controlled Group member with the Internal Revenue Service with respect to each Plan; (ii) promptly after receipt thereof, a copy of any notice that the Borrower or any ERISA Affiliate may receive from the PBGC relating to the intention of the PBGC to terminate any Plan or Plans (other than a Plan maintained by an ERISA Affiliate that is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Code Section 414) or to appoint a trustee to administer any such most recent actuarial valuation report for each Plan, ; (iii) within 10 days after the due date for filing with the PBGC pursuant to Section 412(n) of the Code all notices received by any Credit Party or any Controlled Group member from a notice of failure to make Multiemployer Plan sponsor or any governmental agency concerning a required installment or other payment Termination Event with respect to matters that could reasonably be expected to result in a Plan, a statement of a Financial Officer setting forth details as to such failure and the action that such Borrower proposes to take with respect thereto, together with a copy liability of any such notice given to Credit Party in an amount exceeding the PBGC $1,000,000 annually; and (iv) promptly and in such other documents or governmental reports or filings relating to any event within 30 days after receipt thereof by Plan or the Borrower or any ERISA Affiliate from the sponsor of a Multiemployer Plan, a copy of each notice received by the Borrower or any ERISA Affiliate concerning (A) the imposition of Withdrawal Liability or (B) a determination that a Multiemployer Plan is, as the Trustee (acting at the direction of the Requisite Holders) or is Requisite Holders shall reasonably request with respect to matters that could reasonably be expected to beresult in a liability of any Credit Party in an amount exceeding the $1,000,000 annually. Notwithstanding any provisions set forth in this Section 4.24, terminated no notices, statements, schedules, reports, documents, filings or in reorganization, both within the meaning of Title IV of ERISAother deliverables shall be sent to Holders under this Section 4.24 unless requested by Requisite Holders.

Employee Benefits. (a) Comply in all material respects with the applicable provisions of ERISA and the provisions of the Code relating to ERISA and any applicable similar non-U.S. law and (b) furnish to the Administrative Agent (i) as soon as possible after, and in any event within 30 days after any Responsible Officer of such GrafTech, a Borrower or any ERISA Affiliate knows or has reason to know that, any Reportable Event has occurred that alone or together with any other Reportable Event could reasonably be expected to result in liability of such Borrower to the PBGC in an aggregate amount exceeding $10,000,000occurred, a statement of a GrafTech signed by one of its Financial Officer Officers setting forth details as to such Reportable Event and the action that the Borrower proposes proposed to take be taken with respect thereto, together with a copy of the notice, if any, of such Reportable Event given to the PBGC, (ii) promptly after any such Responsible Officer learns of receipt thereof, a copy of any notice that the GrafTech, a Borrower or any ERISA Affiliate may receive from the PBGC relating to the intention of the PBGC to terminate any Plan or Plans (other than a Plan maintained by an ERISA Affiliate that is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Code Section 414) or to appoint a trustee to administer any such Plan, (iii) within 10 30 days after the due date for filing with the PBGC pursuant to Section 412(n) of the Code a notice of failure to make a required installment or other payment with respect to a Plan, a statement of a GrafTech signed by one of its Financial Officer Officers setting forth details as to such failure and the action that such Borrower proposes proposed to take be taken with respect thereto, together with a copy of any such notice given to the PBGC and (iv) promptly after any such Responsible Officer learns thereof and in any event within 30 days after receipt thereof by the GrafTech, a Borrower or any ERISA Affiliate from the sponsor of a Multiemployer Plan, a copy of each notice received by the GrafTech, a Borrower or any ERISA Affiliate concerning (A) the imposition of Withdrawal Liability or (B) a determination that a Multiemployer Plan is, or is expected to be, terminated or in reorganization, both in each case within the meaning of Title IV of ERISA; provided, however, that in the case of each of clauses (i) through (iv) above, notice to the Administrative Agent shall only be required if such event or condition, together with all other events or conditions referred to in clauses (i) through (iv) above, could reasonably be expected to result in liability of GrafTech, a Borrower or any other ERISA Affiliate in an aggregate amount exceeding $17,500,000.

Employee Benefits. (a) Comply in all material respects with the applicable provisions of ERISA and the provisions of the Code relating to ERISA and any applicable similar non-U.S. law and (b) furnish to the Administrative Agent (i) as soon as possible after, and in any event within 30 days after any Responsible Officer of such UCAR, the Borrower or any ERISA Affiliate knows or has reason to know that, any Reportable Event has occurred that alone or together with any other Reportable Event could reasonably be expected to result in liability of such Borrower to the PBGC in an aggregate amount exceeding $10,000,000occurred, a statement of a Financial Officer on behalf of the Borrower setting forth details as to such Reportable Event and the action that the Borrower proposes proposed to take be taken with respect thereto, together with a copy of the notice, if any, of such Reportable Event given to the PBGC, (ii) promptly after any Responsible Officer learns of receipt thereof, a copy of any notice that the Borrower or any ERISA Affiliate may receive from the PBGC relating to the intention of the PBGC to terminate any Plan or Plans (other than a Plan maintained by an ERISA Affiliate that is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Code Section 414) or to appoint a trustee to administer any such Plan, (iii) within 10 30 days after the due date for filing with the PBGC pursuant to Section 412(n) of the Code a notice of failure to make a required installment or other payment with respect to a Plan, a statement of a Financial Officer on behalf of the Borrower setting forth details as to such failure and the action that such Borrower proposes proposed to take be taken with respect thereto, together with a copy of any such notice given to the PBGC and (iv) promptly after any Responsible Officer learns thereof and in any event within 30 days after receipt thereof by UCAR, the Borrower or any ERISA Affiliate from the sponsor of a Multiemployer Plan, a copy of each notice received by UCAR, the Borrower or any ERISA Affiliate concerning (A) the imposition of Withdrawal Liability or (B) a determination that a Multiemployer Plan is, or is expected to be, terminated or in reorganization, both in each case within the meaning of Title IV of ERISA; PROVIDED that in the case of each of clauses (i) through (iv) above, notice to the Administrative Agent shall only be required if such event or condition, together with all other events or conditions referred to in clauses (i) through (iv) above, could reasonably be expected to result in liability of UCAR, the Borrower or any Subsidiary in an aggregate amount exceeding $7,500,000.

Employee Benefits. Schedule 4.13 sets forth each Benefit Plan. Except as otherwise set forth in Schedule 4.13, which may be updated pursuant to the requirements of Section 14.1: (ai) Comply each Benefit Plan (and each related trust, insurance contract, or fund) is and has at all times been operated in material compliance with its terms and with all material respects applicable laws, including with the applicable provisions of out limitation ERISA and the Code IRC, (ii) each Benefit Plan (and (beach related trust, if any) furnish has received a determination letter from the Internal Revenue Service to the Administrative Agent effect that it meets the requirements of Sections 401(a) and 501(a) of the IRC, (iiii) as soon as possible after, and in any event within 30 days after any Responsible Officer of such Borrower or any ERISA Affiliate knows or has reason to know that, any no Reportable Event has occurred occurred, and to the knowledge of Borrower, Parent, Borrower's Subsidiaries and all ERISA Affiliates, no Multiemployer Plan is insolvent or in reorganization other than an insolvency or reorganization that alone or together with any other Reportable Event could not reasonably be expected to result in liability in excess of such Borrower $1,000,000 or, if less, an amount that could result in a Material Adverse Change, (iv) there is no Multiemployer Plan, and neither Borrower, Parent, any of Borrower's Subsidiaries nor any ERISA Affiliate maintains, contributes to the PBGC in an aggregate amount exceeding $10,000,000, a statement of a Financial Officer setting forth details as to such Reportable Event and the action that the Borrower proposes to take or has any liability with respect theretoto a Foreign Pension Plan, together with (v) no Benefit Plan has an Unfunded Benefit Liability in excess of $300,000,000 or, if less, an amount that could result in a copy Material Adverse Change, (vi) no Benefit Plan has a material "accumulated funding deficiency", within the meaning of Section 412 of the noticeIRC or Section 302 of ERISA, if anyor has applied for or received a waiver of an accumulated funding deficiency or an extension of any amortization period, within the meaning of such Reportable Event given to Section 412 of the PBGCIRC or Section 303 or 304 of ERISA, (iivii) promptly after receipt thereofall contributions (other than de minimis contributions) required to be made with respect to a Benefit Plan have been timely made (including the quarterly contributions required by Section 412 of the IRC at the times specified in such Section), a copy (viii) neither the Borrower, Parent, any of any notice that the Borrower Borrower's Subsidiaries or any ERISA Affiliate may receive from the PBGC relating has incurred any material liability (including any indirect, contingent or secondary liability) to the intention or on account of a Benefit Plan or a Multiemployer Plan pursuant to Section 409, 502(i), 502(l), 515, 4062, 4064, 4069, 4201, 4204, or 4212 of ERISA or expects to incur any such material liability under any of the PBGC foregoing sections and no condition exists that presents a risk of incurring such material liability; (ix) no proceedings have been instituted to terminate any Plan or Plans (other than a Plan maintained by an ERISA Affiliate that is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Code Section 414) or to appoint a trustee to administer any such PlanBenefit Plan (under ERISA), (iiix) within 10 days after the due date for filing with the PBGC pursuant to Section 412(n) of the Code a notice of failure to make a required installment no action, suit, proceeding, hearing, audit, or other payment investigation with respect to a Planthe administration, a statement operation, or the investment of a Financial Officer setting forth details as to such failure and the action that such Borrower proposes to take with respect thereto, together with a copy assets of any such notice given to Benefit Plan (other than routine claims for benefits), which could result in the PBGC and (iv) promptly and in imposition of liability on Borrower, Parent, any event within 30 days after receipt thereof by the Borrower of Borrower's Subsidiaries or any ERISA Affiliate from in an amount in excess of $1,000,000, or, if less, an amount that could result in a Material Adverse Change, is pending, expected or to the sponsor knowledge of a Multiemployer PlanBorrower, a copy Parent, any of each notice received by the Borrower Borrower's Subsidiaries or any ERISA Affiliate concerning threatened, (Axi) the imposition aggregate liabilities of Withdrawal Liability or (B) the Borrower, Parent, Borrower's Subsidiaries and all ERISA Affiliates to all Multiemployer Plans in the event of a determination that a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Multiemployer Plan isended prior to the date hereof, based on a computation of withdrawal liability requested and received from each such Multiemployer Plan, would not exceed $1,000,000 or, if less, an amount that could result in a Material Adverse Change, (xii) no Lien has been imposed under the IRC or ERISA on the assets of Borrower, Parent, any of Borrower's Subsidiaries or any ERISA Affiliate, or is expected likely to bearise, terminated on account of any Benefit Plan, (xiii) except as otherwise required by the termination and funding requirements of ERISA and the IRC and any applicable collective bargaining agreements, Borrower, Parent, any of Borrower's Subsidiaries and any ERISA Affiliate may, at any time and without material liability, terminate or in reorganizationcease making contributions to any "employee benefit plan", both within the meaning of Title IV Section 3(3) of ERISA, to which such Person maintains or makes (or has any liability to make) contributions, and (xiv) each group health plan (as defined in Section 607(l) of ERISA or Section 4980B(g)(2) of the IRC) which covers or has covered employees or former employees of Borrower, Parent, any of Borrower's Subsidiaries or any ERISA Affiliate has at all times been operated in material compliance with the provisions of Part 6 of subtitle B of Title I of ERISA and Section 4980B of the IRC.

Employee Benefits. (ai) Comply Notify the Administrative Agent promptly of the establishment or joinder of any Plan, except that prior to the establishment of any "welfare plan" (as defined in Section 3(l) of ERISA) covering any employee of any Credit Party for any period after such employee's termination of employment other than such period required by the Consolidated Omnibus Budget Reconciliation Act of l986 or "defined benefit plan" (as defined in Section 3(35) of ERISA) or joinder of, or contribution to, any multiemployer plan as defined under Section 3(37) of ERISA, it will obtain the Administrative Agent's prior written approval of such establishment; (ii) at all material respects times make prompt payments or contributions to meet the minimum funding standards of Section 412 of the Internal Revenue Code of 1986, as amended, with respect to each Plan; (iii) promptly after the applicable provisions of ERISA and the Code and (b) filing thereof, furnish to the Administrative Agent (i) as soon as possible after, and in any event within 30 days after any Responsible Officer of such Borrower or any ERISA Affiliate knows or has reason to know that, any Reportable Event has occurred that alone or together with any other Reportable Event could reasonably be expected to result in liability of such Borrower to the PBGC in an aggregate amount exceeding $10,000,000, a statement of a Financial Officer setting forth details as to such Reportable Event and the action that the Borrower proposes to take with respect thereto, together with a copy of the notice, if any, of such Reportable Event given to the PBGC, (ii) promptly after receipt thereof, a copy of any notice that report required to be filed pursuant to Section 103 of ERISA in connection with each Plan for each Plan year, including but not limited to the Borrower Schedule B attached thereto, if applicable; (iv) notify the Administrative Agent promptly of any "reportable event" (as defined in Section 4043 of ERISA) or any ERISA Affiliate may receive from circumstances arising in correction with any Plan which might constitute grounds for the PBGC relating termination thereof by the Pension Benefit Guaranty Corporation or for the appointment by the appropriate United States District Court of a, trustee to administer the intention Plan, the initiation of any audit or inquiry by the PBGC to terminate Internal Revenue Service or the Department of Labor of any Plan or Plans (other than a Plan maintained by an ERISA Affiliate that is considered an ERISA Affiliate only pursuant transaction(s) involving or related to subsection (m) or (o) of Code Section 414) or to appoint a trustee to administer any such Plan, (iii) within 10 days after the due date for filing with the PBGC pursuant to or any "prohibited transactions" as defined in Section 412(n406 of ERISA or Section 4975(c) of the Internal Revenue Code a notice of failure 1986, as amended; (v) notify the Administrative Agent prior to make a required installment or other payment with respect to a Plan, a statement of a Financial Officer setting forth details as to such failure and the any action that such Borrower proposes to take with respect thereto, together with a copy could result in the assertion of any such notice given to the PBGC and (iv) promptly and in any event within 30 days after receipt thereof by the Borrower or any ERISA Affiliate from the sponsor of a Multiemployer Plan, a copy of each notice received by the Borrower or any ERISA Affiliate concerning (A) the imposition of Withdrawal Liability or (B) a determination that a Multiemployer Plan is, or is expected to be, terminated or in reorganization, both within the meaning liability under Subtitle E of Title IV of ERISAERISA caused by the complete or partial withdrawal from any multiemployer plan or to terminate any defined benefit plan sponsored by a Credit Party; and (vi) promptly furnish such additional information concerning any Plan as the Administrative Agent may from time to time request.

Employee Benefits. (a) Comply in all material respects with the applicable provisions of ERISA and the Code with respect to each Plan, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, and (b) furnish to the Administrative Agent (ix) as soon as possible after, and in any event within 30 days five (5) Business Days after any Responsible Officer of such Borrower or any ERISA Affiliate knows or has reason to know that, any Reportable that an ERISA Event has occurred that that, alone or together with any other Reportable Event ERISA Event, could reasonably be expected to result in liability of such the Parent Borrower to the PBGC or any of its ERISA Affiliates in an aggregate amount exceeding $10,000,000the Threshold Amount or the imposition of a Lien, a statement of a Financial Officer setting forth details as to such Reportable ERISA Event and the action action, if any, that the Parent Borrower or ERISA Affiliate proposes to take with respect thereto, together with a copy and (y) upon request by the Administrative Agent, copies of the notice, if any, of such Reportable Event given (i) each Schedule B (Actuarial Information) to the PBGC, annual report (iiForm 5500 Series) promptly after receipt thereof, a copy of any notice that filed by the Parent Borrower or any ERISA Affiliate may receive with the IRS with respect to each Pension Plan; (ii) the most recent actuarial valuation report for each Pension Plan; (iii) all notices received by the Parent Borrower or any ERISA Affiliate from the PBGC a Multiemployer Plan sponsor or any governmental agency concerning an ERISA Event; and (iv) such other documents or governmental reports or filings relating to the intention of the PBGC to terminate any Plan as the Administrative Agent shall reasonably request and (c) (i) comply with the applicable provisions of Law with respect to each Canadian Pension Plan, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, and (ii) furnish to the Administrative Agent (x) within five (5) Business Days after any Responsible Officer or Plans any Subsidiary knows or has reason to know that an event has occurred in respect of a Canadian Pension Plan that, alone or together with any other event relating to a Canadian Pension Plan, could reasonably be expected to result in liability of any Credit Party or any Subsidiary in an aggregate amount exceeding the Threshold Amount or the imposition of a Lien (other than a Plan maintained by an ERISA Affiliate that is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Code any Lien permitted under Section 414) or to appoint a trustee to administer any such Plan, (iii) within 10 days after the due date for filing with the PBGC pursuant to Section 412(n) of the Code a notice of failure to make a required installment or other payment with respect to a Plan7.01 hereof), a statement of a Financial Officer setting forth details as to such failure event and the action action, if any, that such Borrower the Credit Party or Subsidiary proposes to take with respect thereto, together with a copy of any such notice given to the PBGC and (ivy) promptly and in any event within 30 days after receipt thereof upon request by the Administrative Agent, copies of (1) each annual information return filed by the Borrower or any ERISA Affiliate from the sponsor of a Multiemployer Subsidiary with any Governmental Authority with respect to each Canadian Pension Plan, a copy of each notice ; (2) all notices received by the Borrower any Credit Party or any ERISA Affiliate Subsidiary from any Governmental Authority concerning a breach of Law with respect to any Canadian Pension Plan; and (A3) such other documents or governmental reports or filings related to any Canadian Pension Plan as the imposition of Withdrawal Liability or (B) a determination that a Multiemployer Plan is, or is expected to be, terminated or in reorganization, both within the meaning of Title IV of ERISAAdministrative Agent shall reasonably request.

Employee Benefits. Borrower and its ERISA Affiliates do not maintain, sponsor, contribute to, administer, or have any liability with respect to any Foreign Pension Plan or Multiemployer Plan. Schedule 4.11 sets forth each Benefit Plan of Borrower or its ERISA Affiliates. Except as otherwise set forth in Schedule 4.11, (ai) Comply each Benefit Plan (and each related trust, insurance contract, or fund) is and has at all times been operated and maintained in material compliance with its terms and with all material respects with the applicable provisions of laws, including ERISA and the Code IRC, (ii) each Benefit Plan (and (beach related trust, if any) furnish has received a determination letter from the Internal Revenue Service to the Administrative Agent effect that it meets the requirements of Sections 401(a) and 501(a) of the IRC, (iiii) as soon as possible after, and in any event within 30 days after any Responsible Officer of such Borrower or any no ERISA Affiliate knows or has reason to know that, any Reportable Event has occurred that alone or together with any other Reportable Event could reasonably be expected to result in liability liabilities in excess of such Borrower to the PBGC in an aggregate amount exceeding $10,000,000[***], a statement of a Financial Officer setting forth details as to such Reportable Event and the action that the Borrower proposes to take with respect thereto, together with a copy of the notice, if any, of such Reportable Event given to the PBGC, (ii) promptly after receipt thereof, a copy of any notice that the Borrower or any ERISA Affiliate may receive from the PBGC relating to the intention of the PBGC to terminate any Plan or Plans (other than a Plan maintained by an ERISA Affiliate that is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Code Section 414) or to appoint a trustee to administer any such Plan, (iii) within 10 days after the due date for filing with the PBGC pursuant to Section 412(n) of the Code a notice of failure to make a required installment or other payment with respect to a Plan, a statement of a Financial Officer setting forth details as to such failure and the action that such Borrower proposes to take with respect thereto, together with a copy of any such notice given to the PBGC and (iv) promptly and no Benefit Plan has an Unfunded Benefit Liability in any event within 30 days after receipt thereof an amount that could reasonably be expected to result in a Material Adverse Change, (iv) except as otherwise required by the termination and funding requirements of ERISA and the IRC and by any applicable collective bargaining agreements, Borrower and each of its ERISA Affiliates may, at any time and without material liability, terminate or cease making contributions to any ERISA Affiliate from the sponsor of a Multiemployer Plan, a copy of each notice received by the Borrower or any ERISA Affiliate concerning (A) the imposition of Withdrawal Liability or (B) a determination that a Multiemployer Plan is, or is expected to be, terminated or in reorganization, both “employee benefit plan,” within the meaning of Title IV Section 3(3) of ERISA, to which such Person maintains or makes (or has any liability to make) contributions, or with respect to which such Person has any liability and (v) each group health plan (as defined in Section 607(l) of ERISA or Section 4980B(g)(2) of the IRC) that covers or has covered employees or former employees of Borrower or any of its ERISA Affiliates has at all times been operated in material compliance with the provisions of Part 6 of subtitle B of Title I of ERISA and Section 4980B of the IRC.

Employee Benefits. (a) Comply With respect to each employee benefit plan (as such term is defined in all material respects Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) maintained by the Company or an "ERISA Affiliate" (as defined below) or to which the Company or an ERISA Affiliate contributes or is under any obligation to contribute (an "Employee Benefit Plan"): (i) such plan has been administered and operated in compliance with its terms and the applicable provisions requirements of ERISA and the Internal Revenue Code of 1986, as amended (the "Code"), except with respect to matters that, individually or in the aggregate, could not be reasonably expected to result in material liability; (ii) no event has occurred and (b) furnish to there exists no circumstance under which the Administrative Agent (i) as soon as possible after, and in any event within 30 days after any Responsible Officer of such Borrower Company or any ERISA Affiliate knows could be reasonably expected to incur material liability under ERISA or has reason the Code (other than for contributions or benefits paid or payable in the ordinary course of operation of such plan); (iii) there are no actions, suits or claims pending or, to know thatthe knowledge of the Company, threatened with respect to any Reportable Event has occurred that alone Employee Benefit Plan or together with against the assets or a fiduciary of any Employee Benefit Plan (other Reportable Event than routine claims for benefits in the ordinary course); (iv) no "prohibited transaction" (as defined in Section 406 of ERISA or Section 4975 of the Code) which is not covered by an applicable exemption and which could be reasonably be expected to result in material liability has occurred; (v) no "reportable event" (as defined in Section 4043 of such Borrower to the PBGC in an aggregate amount exceeding $10,000,000, ERISA) has occurred; (vi) all material contributions and premiums due have been paid on a statement of a Financial Officer setting forth details as to such Reportable Event and the action that the Borrower proposes to take with respect thereto, together with a copy of the notice, if any, of such Reportable Event given to the PBGC, (ii) promptly after receipt thereof, a copy of any notice that the Borrower or any ERISA Affiliate may receive from the PBGC relating to the intention of the PBGC to terminate any Plan or Plans (other than a Plan maintained by an ERISA Affiliate that is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Code Section 414) or to appoint a trustee to administer any such Plan, (iii) within 10 days after the due date for filing with the PBGC pursuant to Section 412(n) of the Code a notice of failure to make a required installment or other payment with respect to a Plan, a statement of a Financial Officer setting forth details as to such failure and the action that such Borrower proposes to take with respect thereto, together with a copy of any such notice given to the PBGC timely basis; and (ivvii) promptly and in all material contributions made under any event within 30 days after receipt thereof by Employee Benefit Plan intended to be tax deductible meet the Borrower or any ERISA Affiliate from requirements for deductibility under the sponsor of a Multiemployer PlanCode. As used herein, a copy of each notice received by the Borrower or any ERISA Affiliate concerning (A) the imposition of Withdrawal Liability or (B) a determination that a Multiemployer Plan is, or is expected to be, terminated or in reorganization, both within the meaning of Title IV of ERISA.term "

Employee Benefits. Schedule 4.13 sets forth each Benefit Plan. Except as otherwise set forth in Schedule 4.13, which may be updated pursuant to the requirements of Section 14.1: (ai) Comply each Benefit Plan (and each related trust, insurance contract, or fund) is and has at all times been operated in material compliance with its terms and with all material respects applicable laws, including with the applicable provisions of out limitation ERISA and the Code IRC, (ii) each Benefit Plan (and (beach related trust, if any) furnish has received a determination letter from the Internal Revenue Service to the Administrative Agent effect that it meets the requirements of Sections 401(a) and 501(a) of the IRC, (iiii) as soon as possible after, and in any event within 30 days after any Responsible Officer of such Borrower or any ERISA Affiliate knows or has reason to know that, any no Reportable Event has occurred occurred, and to the knowledge of Borrower, Parent, Borrower’s Subsidiaries and all ERISA Affiliates, no Multiemployer Plan is insolvent or in reorganization other than an insolvency or reorganization that alone or together with any other Reportable Event could not reasonably be expected to result in liability in excess of such Borrower $1,000,000 or, if less, an amount that could result in a Material Adverse Change, (iv) there is no Multiemployer Plan, and neither Borrower, Parent, any of Borrower’s Subsidiaries nor any ERISA Affiliate maintains, contributes to the PBGC in an aggregate amount exceeding $10,000,000, a statement of a Financial Officer setting forth details as to such Reportable Event and the action that the Borrower proposes to take or has any liability with respect theretoto a Foreign Pension Plan, together with (v) no Benefit Plan has an Unfunded Benefit Liability in excess of $300,000,000 or, if less, an amount that could result in a copy Material Adverse Change, (vi) no Benefit Plan has a material “accumulated funding deficiency”, within the meaning of Section 412 of the noticeIRC or Section 302 of ERISA, if anyor has applied for or received a waiver of an accumulated funding deficiency or an extension of any amortization period, within the meaning of such Reportable Event given to Section 412 of the PBGCIRC or Section 303 or 304 of ERISA, (iivii) promptly after receipt thereofall contributions (other than de minimis contributions) required to be made with respect to a Benefit Plan have been timely made (including the quarterly contributions required by Section 412 of the IRC at the times specified in such Section), a copy (viii) neither the Borrower, Parent, any of any notice that the Borrower Borrower’s Subsidiaries or any ERISA Affiliate may receive from the PBGC relating has incurred any material liability (including any indirect, contingent or secondary liability) to the intention or on account of a Benefit Plan or a Multiemployer Plan pursuant to Section 409, 502(i), 502(l), 515, 4062, 4064, 4069, 4201, 4204, or 4212 of ERISA or expects to incur any such material liability under any of the PBGC foregoing sections and no condition exists that presents a risk of incurring such material liability; (ix) no proceedings have been instituted to terminate any Plan or Plans (other than a Plan maintained by an ERISA Affiliate that is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Code Section 414) or to appoint a trustee to administer any such PlanBenefit Plan (under ERISA), (iiix) within 10 days after the due date for filing with the PBGC pursuant to Section 412(n) of the Code a notice of failure to make a required installment no action, suit, proceeding, hearing, audit, or other payment investigation with respect to a Planthe administration, a statement operation, or the investment of a Financial Officer setting forth details as to such failure and the action that such Borrower proposes to take with respect thereto, together with a copy assets of any such notice given to Benefit Plan (other than routine claims for benefits), which could result in the PBGC and (iv) promptly and in imposition of liability on Borrower, Parent, any event within 30 days after receipt thereof by the Borrower of Borrower’s Subsidiaries or any ERISA Affiliate from in an amount in excess of $1,000,000, or, if less, an amount that could result in a Material Adverse Change, is pending, expected or to the sponsor knowledge of a Multiemployer PlanBorrower, a copy Parent, any of each notice received by the Borrower Borrower’s Subsidiaries or any ERISA Affiliate concerning threatened, (Axi) the imposition aggregate liabilities of Withdrawal Liability or (B) the Borrower, Parent, Borrower’s Subsidiaries and all ERISA Affiliates to all Multiemployer Plans in the event of a determination that a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Multiemployer Plan isended prior to the date hereof, based on a computation of withdrawal liability requested and received from each such Multiemployer Plan, would not exceed $1,000,000 or, if less, an amount that could result in a Material Adverse Change, (xii) no Lien has been imposed under the IRC or ERISA on the assets of Borrower, Parent, any of Borrower’s Subsidiaries or any ERISA Affiliate, or is expected likely to bearise, terminated on account of any Benefit Plan, (xiii) except as otherwise required by the termination and funding requirements of ERISA and the IRC and any applicable collective bargaining agreements, Borrower, Parent, any of Borrower’s Subsidiaries and any ERISA Affiliate may, at any time and without material liability, terminate or in reorganizationcease making contributions to any “employee benefit plan”, both within the meaning of Title IV Section 3(3) of ERISA, to which such Person maintains or makes (or has any liability to make) contributions, and (xiv) each group health plan (as defined in Section 607(l) of ERISA or Section 4980B(g)(2) of the IRC) which covers or has covered employees or former employees of Borrower, Parent, any of Borrower’s Subsidiaries or any ERISA Affiliate has at all times been operated in material compliance with the provisions of Part 6 of subtitle B of Title I of ERISA and Section 4980B of the IRC.

Employee Benefits. (a) Comply in all material respects with the applicable provisions The first sentence of ERISA and the Code and (b) furnish to the Administrative Agent (i) as soon as possible after, and in any event within 30 days after any Responsible Officer of such Borrower or any ERISA Affiliate knows or has reason to know that, any Reportable Event has occurred that alone or together with any other Reportable Event could reasonably be expected to result in liability of such Borrower to the PBGC in an aggregate amount exceeding $10,000,000, a statement of a Financial Officer setting forth details as to such Reportable Event and the action that the Borrower proposes to take with respect thereto, together with a copy of the notice, if any, of such Reportable Event given to the PBGC, (ii) promptly after receipt thereof, a copy of any notice that the Borrower or any ERISA Affiliate may receive from the PBGC relating to the intention of the PBGC to terminate any Plan or Plans (other than a Plan maintained by an ERISA Affiliate that is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Code Section 414) or to appoint a trustee to administer any such Plan, (iii) within 10 days after the due date for filing with the PBGC pursuant to Section 412(n6.6(a)(i) of the Code SAPA shall be amended and restated in its entirety to state: “Purchaser and its Subsidiaries (including, after the Closing, the Conveyed Subsidiaries and the Subsidiaries thereof) shall, effective as of the Closing, assume or retain all Liabilities in respect of (A) the Conveyed Subsidiary Plans (including Liabilities thereunder that relate to an employee or former employee who is not a notice Business Employee or Former Business Employee), (B) except as otherwise expressly provided in this Section 6.6, the service of failure the Business Employees and Former Business Employees to make a the Business or Purchaser Business prior to, on or following the Closing Date, including all Liabilities for compensation (including commissions, bonuses, incentive pay, overtime, premium pay, shift differentials and severance or termination pay) that become payable on or after the Closing, (C) except as otherwise expressly provided in this Section 6.6, compensation and benefits required installment to be provided by, or other payment transferring to Purchaser pursuant to, applicable Law with respect to a PlanBusiness Employee or Former Business Employee, a statement (D) the other Liabilities specified in this Section 6.6 as being assumed, retained or reimbursable by Purchaser or its Subsidiaries, (E) except as otherwise expressly provided in this Section 6.6, all costs and expenses arising from the obligations of a Financial Officer setting forth details as to such failure Purchaser or its Subsidiaries under this Section 6.6, and the action that such Borrower proposes implementation by Purchaser of the compensation and benefit plans as contemplated hereunder, (F) any Liabilities arising out of the failure of Purchaser or its Subsidiaries to take comply with respect theretoits obligations under this Section 6.6, together with a copy of including the failure to extend offers pursuant to Section 6.6(b)(i) or engage in any such notice given to the PBGC consultations required or contemplated by Section 6.6(b)(i) or Section 6.6(j), and (iv) promptly and in any event within 30 days after receipt thereof by the Borrower or any ERISA Affiliate from the sponsor of a Multiemployer Plan, a copy of each notice received by the Borrower or any ERISA Affiliate concerning (AG) the imposition of Withdrawal Liability Purchaser Pension Liabilities (the Liabilities assumed or (B) a determination that a Multiemployer Plan isretained by Purchaser and its Subsidiaries pursuant to this Section 6.6, or is expected to becollectively, terminated or in reorganization, both within the meaning of Title IV of ERISA“Purchaser Assumed Employee Liabilities”).”

Employee Benefits. (a) Comply in all material respects with the applicable provisions of ERISA and the provisions of the Code relating to ERISA and any applicable similar non-U.S. law, except to the extent that the failure to comply with this subsection would not reasonably be expected to have a Material Adverse Effect and (b) furnish to the Administrative Agent (i) as soon as possible after, and in any event within 30 days after any Responsible Officer of such Holdings, any Borrower or any ERISA Affiliate knows or has reason to know that, any Reportable Event has occurred that alone or together (other than with any other Reportable Event could reasonably be expected respect to result in liability which the requirement of such Borrower notice thereof to the PBGC in an aggregate amount exceeding $10,000,000is waived) has occurred, a statement of a Financial Officer setting forth details as to such Reportable Event and the action that the Borrower proposes proposed to take be taken with respect thereto, together with a copy of the notice, if any, of such Reportable Event given to the PBGC, (ii) promptly (and in any event within 30 days) after any Responsible Officer learns of receipt thereof, a copy of any notice that the Holdings, any Borrower or any ERISA Affiliate may receive from the PBGC relating to the intention of the PBGC to terminate any Plan or Plans (other than a Plan maintained by an ERISA Affiliate that is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Code Section 414) or to appoint a trustee to administer any such Plan, (iii) within 10 30 days after the due date for filing with the PBGC pursuant to Section 412(n) of the Code a notice of failure to make a required installment or other payment with respect to a Plan, a statement of a Financial Officer setting forth details as to such failure and the action that such Borrower proposes proposed to take be taken with respect thereto, together with a copy of any such notice given to the PBGC and PBGC, (iv) promptly (and in any event within 30 days) after the filing of an application for a waiver of the minimum funding standard, and promptly (and in any event within 30 days) after the grant of such a waiver, a statement of a Financial Officer setting forth details as to such waiver, (v) promptly after any Responsible Officer learns thereof and in any event within 30 days after receipt thereof by the Holdings, any Borrower or any ERISA Affiliate from the sponsor of a Multiemployer Plan, a copy of each notice received by the Holdings, any Borrower or any ERISA Affiliate concerning (A) the imposition of Withdrawal Liability or (B) a determination that a Multiemployer Plan is, or is reasonably expected to be, terminated terminated, insolvent or in reorganization, both in each case within the meaning of Title IV of ERISA, and (vi) promptly after any Responsible Officer learns of any other event, transaction or condition that could reasonably be expected to result in the incurrence of any liability by Holdings, any Borrower or any ERISA Affiliate pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee pension benefit plans (as defined in Section 3(2) of ERISA), or in the imposition of any Lien on any of the rights, properties or assets of Holdings, any Borrower or any ERISA Affiliate pursuant to Title I or IV of ERISA or such penalty or excise tax provisions, a statement of a Financial Officer setting forth the nature thereof and the action, if any, proposed to be taken with respect thereto; provided that in the case of each of clauses (i) through (vi) above, notice to the Administrative Agent shall only be required if such event or condition, together with all other events or conditions referred to in clauses (i) through (vi) above, could reasonably be expected to result in liability of Holdings, any Borrower or any Subsidiary in an aggregate amount exceeding $2,000,000.

Employee Benefits. (a) Comply in all material respects with the applicable provisions of ERISA and the Code and (b) furnish to the Administrative Agent (i) as soon as possible afterPromptly, and in any event within 30 days 10 Business Days after any Responsible Officer of such Borrower or any ERISA Affiliate Subsidiary of a Borrower knows or has reason to should know that, any Reportable that an ERISA Event (as defined in the New Credit Agreement) has occurred that alone or together with any other Reportable Event reasonably could reasonably be expected to result in liability a Material Adverse Change, deliver to the Trustee a written statement of the chief financial officer of the Company describing such ERISA Event (as defined in the New Credit Agreement) and any action that is being taking with respect thereto by any such Borrower, any such Subsidiary or ERISA Affiliate, and any action taken or threatened by the IRS, Department of Labor, or PBGC, and such Borrower or such Subsidiary, as applicable, shall be deemed to know all facts known by the PBGC in an aggregate amount exceeding $10,000,000, a statement administrator of a Financial Officer setting forth details as to such Reportable Event and any Benefit Plan of which it is the action that the Borrower proposes to take with respect thereto, together with a copy of the notice, if any, of such Reportable Event given to the PBGCplan sponsor, (ii) promptly after receipt thereofpromptly, a copy of any notice that the Borrower or any ERISA Affiliate may receive from the PBGC relating to the intention of the PBGC to terminate any Plan or Plans (other than a Plan maintained by an ERISA Affiliate that is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Code Section 414) or to appoint a trustee to administer any such Plan, (iii) within 10 days after the due date for filing with the PBGC pursuant to Section 412(n) of the Code a notice of failure to make a required installment or other payment with respect to a Plan, a statement of a Financial Officer setting forth details as to such failure and the action that such Borrower proposes to take with respect thereto, together with a copy of any such notice given to the PBGC and (iv) promptly and in any event within 30 days 3 Business Days after receipt the filing thereof by with the Borrower or any ERISA Affiliate from IRS, deliver to the sponsor of a Multiemployer Plan, Trustee a copy of each notice funding waiver request filed with respect to any Benefit Plan and all communications received by any Borrower, any Subsidiary of a Borrower or, to the Borrower or knowledge of such Borrower, any ERISA Affiliate concerning with respect to such request, and (Aiii) promptly, and in any event within 3 Business Days after receipt by any Borrower, deliver to the imposition Trustee any Subsidiary of Withdrawal Liability a Borrower or, to the knowledge of any Borrower, any Subsidiary, any ERISA Affiliate, of the PBGC's intention to terminate a Benefit Plan or (B) to have a determination that trustee appointed to administer a Multiemployer Plan isBenefit Plan, or is expected to be, terminated or in reorganization, both within the meaning copies of Title IV of ERISAeach such notice.

Employee Benefits. Schedule 3(q) sets forth a complete and accurate list of each Benefit Plan that is an “employee pension benefit plan” within the meaning of Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended, including the regulations and published interpretations thereunder (a“ERISA”), whether or not such plan is subject to ERISA (each, a “Pension Plan”). For purposes of this Section 3(q), a “Benefit Plan” means any “employee benefit plan” within the meaning of Section 3(3) Comply of ERISA and any other employee benefit plan, program, policy, practices, or other arrangement providing compensation or benefits to any current or former employee, officer or director of the Company, its Subsidiaries or their ERISA Affiliates or any beneficiary or dependent thereof, whether written or unwritten, that is sponsored, maintained or contributed to (or has contributed to), by Company, its Subsidiaries or any of their ERISA Affiliates. For purposes of this Section 3(q), an entity is an “ERISA Affiliate” of the Company or any Subsidiary if it would have ever been considered a single employer with the Company or a Subsidiary under ERISA Section 4001(b) or Section 414(b), (c) or (m) of the Code. Each Benefit Plan has been administered in all material respects in accordance with its terms all applicable laws and each of the Company, its Subsidiaries and their ERISA Affiliates is in compliance in all material respects with the all applicable provisions of ERISA and the Code and terms of any Benefit Plan. No “reportable event” (bas defined in Section 4043 of ERISA (other than a “reportable event” as to which the PBGC has regulation or otherwise waived the requirement of Section 4043(a) furnish of ERISA that it be notified within thirty (30) days of the occurrence of such event)) has occurred with respect to any Pension Plan; none of the Administrative Agent Company, its Subsidiaries or any of their ERISA Affiliates has incurred or expects to incur material liability under (i) Title IV of ERISA with respect to the termination of, or withdrawal from, any Pension Plan or any other “pension plan” (as soon as possible afterdefined in ERISA) or (ii) Sections 412 or 4971 of Code; and each Pension Plan that is intended to be qualified under Section 401(a) of the Code is so qualified and nothing has occurred, and in any event within 30 days after any Responsible Officer whether by action or by failure to act, which would cause the loss of such Borrower qualification. Except for liabilities that arise solely out of, or any ERISA Affiliate knows or has reason to know that, any Reportable Event has occurred that alone or together with any other Reportable Event could reasonably be expected to result in liability of such Borrower to the PBGC in an aggregate amount exceeding $10,000,000relate solely to, a statement Benefit Plan, none of the Company, its Subsidiaries or their ERISA Affiliates has any current or contingent liabilities (i) to any “employee benefit plan” (as defined in ERISA); (ii) under Title IV of ERISA, (iii) under Section 302 of ERISA, (iv) under Sections 412 and 4971 of the Code, (v) as a result of a Financial Officer setting forth details as failure to such Reportable Event comply with the continuation coverage requirements of Section 601 et seq. of ERISA and the action that the Borrower proposes to take with respect thereto, together with a copy Section 4980B of the noticeCode, or (vi) under corresponding or similar provisions of foreign Laws or regulations. Each stock option, if any, granted by the Company, its Subsidiaries or any of their ERISA Affiliates was granted (i) in accordance with the terms of the applicable stock option plan of such Reportable Event given to the PBGC, entity and (ii) promptly after receipt thereof, a copy of any notice that the Borrower or any ERISA Affiliate may receive from the PBGC relating with an exercise price at least equal to the intention fair market value of such capital stock on the PBGC to terminate any Plan or Plans (other than a Plan maintained by an ERISA Affiliate that is date such stock option would be considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Code Section 414) or to appoint a trustee to administer any such Plan, (iii) within 10 days after the due date for filing with the PBGC pursuant to Section 412(n) of the Code a notice of failure to make a required installment or other payment with respect to a Plan, a statement of a Financial Officer setting forth details as to such failure granted under GAAP and the action that such Borrower proposes to take with respect thereto, together with a copy of any such notice given to the PBGC and (iv) promptly and in any event within 30 days after receipt thereof by the Borrower or any ERISA Affiliate from the sponsor of a Multiemployer Plan, a copy of each notice received by the Borrower or any ERISA Affiliate concerning (A) the imposition of Withdrawal Liability or (B) a determination that a Multiemployer Plan is, or is expected to be, terminated or in reorganization, both within the meaning of Title IV of ERISAapplicable law.

Employee Benefits. (a) Comply With respect to each Employee Benefit Plan and Foreign Plan, comply in all material respects with the applicable provisions of ERISA and ERISA, the Code and applicable Requirements of Law except where the failure to do so would not reasonably be expected to result in a Material Adverse Effect; and (b) furnish Furnish to the Administrative Agent (ix) as soon as possible reasonably practicable after, and in any event within 30 10 days (or such later date as may be agreed to by the Administrative Agent in its sole discretion) after any Responsible Officer of such the Borrower or any ERISA Affiliate of its Subsidiaries knows or has reason to know that any failures to meet funding or other applicable Requirements of Law with respect to Foreign Plans has occurred that, any Reportable Event has occurred that alone or together with any other Reportable Event could such noncompliance event with respect to Foreign Plans, would reasonably be expected to result in liability of such the Borrower or any of its Subsidiaries which would reasonably be expected to the PBGC in an aggregate amount exceeding $10,000,000have a Material Adverse Effect, a statement of a Financial Responsible Officer of the Borrower setting forth details as to such Reportable Event noncompliance event with respect to Foreign Plans and the action action, if any, that the Borrower proposes Group Members propose to take with respect thereto, together with a copy (y) upon reasonable request by the Administrative Agent, copies of the notice, if any, of such Reportable Event given (i) each Schedule B (Actuarial Information) to the PBGC, annual report (iiForm 5500 Series) promptly after receipt thereof, a copy of filed by any notice that the Borrower Group Members or any ERISA Affiliate may receive from thereof with the PBGC relating Internal Revenue Service with respect to each Plan; (ii) the intention of the PBGC to terminate any most recent actuarial valuation report for each Plan or Plans (other than a Plan maintained by an ERISA Affiliate that is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Code Section 414) or to appoint a trustee to administer any such Foreign Plan, ; (iii) within 10 days after the due date for filing with the PBGC pursuant to Section 412(n) of the Code a notice of failure to make a required installment or other payment with respect to a Plan, a statement of a Financial Officer setting forth details as to such failure and the action that such Borrower proposes to take with respect thereto, together with a copy of any such notice given to the PBGC and (iv) promptly and in any event within 30 days after receipt thereof by the Borrower or any ERISA Affiliate from the sponsor of a Multiemployer Plan, a copy of each notice all notices received by the Borrower or any ERISA Affiliate concerning (A) the imposition of Withdrawal Liability or (B) a determination that its Subsidiaries from a Multiemployer Plan issponsor or any Governmental Authority concerning an ERISA Event or such noncompliance event with respect to Foreign Plans; and (iv) such other documents or governmental reports or filings relating to any Plan or Foreign Plan in each case, that is sponsored by, or is expected contributed to beby, terminated the Borrower or a Subsidiary of the Borrower, as have been received by the Borrower or a Subsidiary of the Borrower and that the Administrative Agent shall reasonably request and (z) promptly following any request therefor, copies of (i) any documents described in reorganizationSection 101(k) of ERISA that the Borrower or any of its Subsidiaries has received with respect to any Multiemployer Plan and (ii) any notices described in Section 101(1) of ERISA that the Borrower or any of its Subsidiaries has received with respect to any Multiemployer Plan; provided that if any Group Member has not received such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, both within upon the meaning of Title IV of ERISA.Administrative Agent’s reasonable request, the applicable Group Member shall promptly make a request for such documents or notices from such administrator or 135 US-DOCS\133960081.2

Employee Benefits. (a) Comply in all material respects with the applicable provisions of ERISA and the Code and (b) furnish to the Administrative Agent and each Lender (i) as soon as possible afterpossible, and in any event within 30 days after any Responsible Officer of such the Borrower or any ERISA Affiliate either knows or has reason to know that, that any Reportable Event has occurred that alone or together with any other Reportable Event could reasonably be expected to result in liability of such the Borrower to the PBGC in an aggregate amount exceeding $10,000,000, 2,000,000 a statement of a Financial Responsible Officer of the Borrower setting forth details as to such Reportable Event and the action that the Borrower proposes to take with respect thereto, together with a copy of the notice, if any, of such Reportable Event given to the PBGC, (ii) promptly after receipt thereof, a copy of any notice that the Borrower or any ERISA Affiliate may receive from the PBGC relating to the intention of the PBGC to terminate any such Plan or Plans (other than a Plan maintained by an ERISA Affiliate that which is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Code Section 414414 of the Code) or to appoint a trustee to administer any such Plan, (iii) within 10 15 days after the due date for filing with the PBGC pursuant to Section 412(n) of the Code of a notice of failure to make a required installment or other payment with respect to a Plan, a statement of a Financial Responsible Officer of the Borrower setting forth details as to such failure and the action that such the Borrower proposes or its ERISA Affiliates propose to take with respect thereto, together with a copy of any such notice given to the PBGC and (iv) promptly and in any event within 30 days after receipt thereof by the Borrower or any ERISA Affiliate from the sponsor of a Multiemployer Plan, a copy of each notice received by the Borrower or any ERISA Affiliate concerning (A) the imposition of Withdrawal Liability or (B) a determination that a Multiemployer Plan is, or is expected to be, terminated or in reorganization, both within the meaning of Title IV of ERISA.

Employee Benefits. (a) Comply in all material respects SECTION 3.21.1. For each employee of GEI and its Subsidiaries with an annual salary, as of the applicable provisions of ERISA date hereof, greater than $50,000, GEI has previously furnished CXI with an accurate and the Code and (b) furnish to the Administrative Agent complete list setting forth (i) as soon as possible after, and in any event within 30 days after any Responsible Officer the name of each such Borrower or any ERISA Affiliate knows or has reason to know that, any Reportable Event has occurred that alone or together with any other Reportable Event could reasonably be expected to result in liability of such Borrower to the PBGC in an aggregate amount exceeding $10,000,000, a statement of a Financial Officer setting forth details as to such Reportable Event and the action that the Borrower proposes to take with respect thereto, together with a copy of the notice, if any, of such Reportable Event given to the PBGCemployee, (ii) promptly after receipt thereofthe current annual salary for each such employee, a copy of any notice that the Borrower or any ERISA Affiliate may receive from the PBGC relating to the intention of the PBGC to terminate any Plan or Plans (other than a Plan maintained by an ERISA Affiliate that is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Code Section 414) or to appoint a trustee to administer any such Plan, and (iii) within 10 days after the due date profit sharing, bonus or any other form of compensation paid or payable by GEI or its Subsidiaries to or for filing the benefit of each such person for the fiscal year ended December 31, 1998, and GEI has previously furnished CXI with accurate information as to the PBGC pursuant aggregate compensation paid (including any compensation paid in the form of profit sharing, bonus or other forms) to Section 412(nall employees of GEI during the fiscal year ended December 31, 1998. Except as set forth on Schedule 3.21.1, the employees of GEI and its Subsidiaries do not participate (and have not participated in the preceding five calendar years) in any "employee benefit plan", as defined in section 3(3) of ERISA, nor in any other retirement, profit-sharing, deferred compensation, bonus, stock option, stock purchase or similar plan, program or arrangement of GEI or any Subsidiary (any of the foregoing being hereinafter referred to as a "PLAN"). Each Plan that is intended to be a qualified plan under section 401(a) of the Code a notice has been determined by the IRS to be qualified under section 401(a) of failure the Code, each trust related to make a any such Plan has been determined to be exempt from federal income tax under section 501(a) of the Code and no event has occurred or condition exists that is materially likely to adversely affect such determinations. With respect to all Plans (whether or not subject to ERISA and whether or not qualified under section 401(a) of the Code), all employer contributions (including any contributions to any trust account or payments due under any life insurance policy) previously declared or otherwise required installment by law or other payment contract to have been made have been paid and all employer contributions (including any contributions to any trust account or payments due under any life insurance policy) accrued have been paid as required by law or contract. No Prohibited Transaction that has not been corrected has occurred with respect to a any Plan, a statement of a Financial Officer setting forth details as to such failure and the action that such Borrower proposes to take with respect thereto, together with a copy of any such notice given to the PBGC and (iv) promptly and in any event within 30 days after receipt thereof by the Borrower or any ERISA Affiliate from the sponsor of a Multiemployer Plan, a copy of each notice received by the Borrower or any ERISA Affiliate concerning (A) the imposition of Withdrawal Liability or (B) a determination that a Multiemployer Plan is, or is expected to be, terminated or in reorganization, both within the meaning of Title IV of ERISA.

Employee Benefits. (a) Comply in all material respects with the applicable provisions of ERISA and the Code except where noncompliance could not reasonably be expected to result in a Material Adverse Effect and (b) furnish to the Administrative Agent (i) as soon as possible afterpossible, and in any event within 30 days days, after any Responsible Officer of such Borrower the Borrower, the Managing General Partner or any ERISA Affiliate knows or has reason to know that, that any Reportable ERISA Event has occurred that that, alone or together with any other Reportable Event ERISA Events that have occurred could reasonably be expected to result in liability of such the Borrower to and/or the PBGC Subsidiaries in an aggregate amount exceeding $10,000,0005,000,000 or requiring payments exceeding $1,000,000 in any year, a statement of a Financial Officer of the Borrower or the Managing General Partner setting forth details as to such Reportable ERISA Event and the action that the Borrower proposes to take with respect thereto, together with a copy of the noticeaction, if any, of such Reportable Event given proposed to the PBGC, be taken with respect thereto and (ii) promptly after receipt thereof, a copy of any notice that the Borrower or any ERISA Affiliate Subsidiary may receive from the PBGC relating to the intention of the PBGC to terminate any Plan or Plans (other than a Plan maintained by an ERISA Affiliate that is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Code Section 414414 of the Code) or to appoint a trustee to administer any such PlanPlan or Plans, (iii) within 10 days after the due date for filing by the Borrower or any Subsidiary with the PBGC pursuant to Section 412(n4.12(n) of the Code of a notice of failure to make a required installment or other payment with respect to a Plan, a statement of a Financial Officer of the Borrower or the Managing General Partner setting forth details as to such failure and the action that such Borrower proposes proposed to take be taken with respect thereto, together with a copy of any such notice given to the PBGC thereto and (iv) promptly and in any event within 30 days after receipt thereof by the Borrower or any ERISA Affiliate from the sponsor of a Multiemployer Plan, a copy of each notice received by the Borrower or any ERISA Affiliate concerning (A) the imposition of any Withdrawal Liability in an amount exceed $5,000,000 or (B) a determination that a Multiemployer Plan is, or is expected to be, terminated or in reorganization, both within the meaning of Title IV of ERISA, which in each case, is expected to result in an increase in annual contributions of the Borrower or any Subsidiary to such Multiemployer Plan in an amount exceeding $5,000,000.

Employee Benefits. (a) Comply Benefit Plans of CMI are collectively referred to herein as the “CMI Benefit Plans”. None of CMI or its Subsidiaries either contributes or is required to contribute to any multiemployer plan, as defined in all material respects with Section 414(f) of the applicable provisions Code and Section 4001(a)(3) of ERISA and neither CMI, its Subsidiaries, nor any member of their “Controlled Group”) (defined as any organization which is a member of a controlled group of organizations within the meaning of Sections 414(b), (c), (m), or (o) of the Code) has at any time sponsored or contributed to, or has or had any liability or obligation in respect of, any multiemployer plan. No event has occurred and no condition exists that would subject CMI or its Subsidiaries by reason of their affiliation with any member of their Controlled Group to any material tax, fine, lien, penalty, or other liability imposed by ERISA, the Code, or other applicable laws, rules, and regulations. No CMI Benefit Plan is subject to Title IV of ERISA and none of CMI or its Subsidiaries or any member of their “Controlled Group”) (defined as any organization which is a member of a controlled group of organizations within the meaning of Sections 414(b), (c), (m), or (o) of the Code) has at any time maintained or contributed to, any defined benefit plan covered by Title IV of ERISA, or incurred any liability during such period under Title IV of ERISA. The Transactions will not subject CMI or its Subsidiaries to liability under Title IV of ERISA, and none of CMI or its Subsidiaries has any liability under Title IV of ERISA. Each CMI Benefit Plan that is intended to be qualified under Section 401(a) of the Code is so qualified and (b) furnish has received a favorable determination letter as to the Administrative Agent (i) as soon as possible afterits qualification, and in any event within 30 days after any Responsible Officer of such Borrower nothing has occurred, whether by action or any ERISA Affiliate knows or has reason failure to know thatact, any Reportable Event has occurred that alone or together with any other Reportable Event could reasonably be expected to result in liability cause the loss of such Borrower to the PBGC in an aggregate amount exceeding $10,000,000qualification, a statement of a Financial Officer setting forth details as to such Reportable Event and the action that the Borrower proposes to take with respect thereto, together with a copy of the notice, if any, of such Reportable Event given to the PBGC, (ii) promptly after receipt thereof, a copy of any notice that the Borrower or any ERISA Affiliate may receive each related trust is exempt from the PBGC relating to the intention of the PBGC to terminate any Plan or Plans (other than a Plan maintained by an ERISA Affiliate that is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Code taxation under Section 414) or to appoint a trustee to administer any such Plan, (iii) within 10 days after the due date for filing with the PBGC pursuant to Section 412(n501(a) of the Code a notice of failure to make a required installment or other payment with respect to a Plan, a statement of a Financial Officer setting forth details as to such failure and the action that such Borrower proposes to take with respect thereto, together with a copy of any such notice given to the PBGC and (iv) promptly and in any event within 30 days after receipt thereof by the Borrower or any ERISA Affiliate from the sponsor of a Multiemployer Plan, a copy of each notice received by the Borrower or any ERISA Affiliate concerning (A) the imposition of Withdrawal Liability or (B) a determination that a Multiemployer Plan is, or is expected to be, terminated or in reorganization, both within the meaning of Title IV of ERISACode.

Employee Benefits. (a) Comply in all material respects with the applicable provisions of ERISA and the provisions of the Code relating to ERISA and any applicable similar non-U.S. law, except for such noncompliances which could not reasonably be expected to result in a Material Adverse Effect, and (b) furnish to the Administrative Agent (i) as soon as possible after, and in any event within 30 days after any Responsible Officer of such Holdings, the Borrower or any ERISA Affiliate knows or has reason to know that, any Reportable Event has occurred that alone or together with any other Reportable Event could reasonably be expected to result in liability of such Borrower to the PBGC in an aggregate amount exceeding $10,000,000occurred, a statement of a Financial Officer setting forth details as to such Reportable Event and the action that the Borrower proposes proposed to take be taken with respect thereto, together with a copy of the notice, if any, of such Reportable Event given to the PBGC, (ii) promptly after any Responsible Officer learns of receipt thereof, a copy of any notice that the Borrower or any ERISA Affiliate may receive from the PBGC relating to the intention of the PBGC to terminate any Plan or Plans (other than a Plan maintained by an ERISA Affiliate that is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Code Section 414) or to appoint a trustee to administer any such Plan, (iii) within 10 30 days after the due date for filing with the PBGC pursuant to Section 412(n) of the Code a notice of failure to make a required installment or other payment with respect to a Plan, a statement of a Financial Officer setting forth details as to such failure and the action that such Borrower proposes proposed to take be taken with respect thereto, together with a copy of any such notice given to the PBGC and (iv) promptly after any Responsible Officer learns thereof and in any event within 30 days after receipt thereof by Holdings, the Borrower or any ERISA Affiliate from the sponsor of a Multiemployer Plan, a copy of each notice received by Holdings, the Borrower or any ERISA Affiliate concerning (A) the imposition of Withdrawal Liability or (B) a determination that a Multiemployer Plan is, or is expected to be, terminated or in reorganization, both in each case within the meaning of Title IV of ERISA, provided that in the case of each of clauses (i) through (iv) above, notice to the Administrative Agent shall only be required if such event or condition, together with all other events or conditions referred to in clauses (i) through (iv) above, could reasonably be expected to result in liability of Holdings, the Borrower or any of their Subsidiaries in an aggregate amount exceeding $25,000,000.

Employee Benefits. Each Loan Party will, and will cause each Subsidiary to, (a) Comply cause each Plan to operate in all material respects substantial compliance with its terms and the applicable provisions of ERISA ERISA, the Code, and other federal and provincial laws, and the regulations thereunder; (b) cause each Plan which is intended to be qualified under Section 401(a) of the Code to maintain such qualification; (c) cause each Foreign Plan to operate in compliance with its terms and with the requirements of any and all applicable law and to be maintained, where required, in good standing with applicable regulatory authorities; (d) not terminate any Plan so as to occur any material liability to the PBGC; (e) do not allow or suffer to exist any prohibited transaction involving any Plan or any trust created thereunder which would subject any Loan Party or ERISA Affiliate to any material tax or penalty or other material liability on prohibited transactions imposed under Section 4975 of the Code or ERISA; (f) make all required contributions to any Plan which is obligated to pay under Section 302 of ERISA, Section 412 of the Code or the terms of such Plan and make all required contributions to any other Benefit Plan to the extent that the failure to do so may result in a liability of more than $250,000; (g) not allow or suffer to exist any accumulated funding deficiency, whether or not waived, with respect to any such Plan or Benefit Plan; (h) not allow or suffer to exist any occurrence of a reportable event or any other event or condition that presents a material risk of an ERISA Event that results in or has a reasonable likelihood of resulting in any liability in excess of $250,000; and (bi) furnish to the Administrative Agent (i) as soon as possible afterAgent, promptly, and in any event within 30 days after five (5) Business Days thereof, notice and copies of (i) each Schedule B (Actuarial Information) on the annual report (Form 5500 Series) filed by any Responsible Officer of such Borrower Loan Party, Subsidiary or any of their ERISA Affiliate knows or has reason to know that, any Reportable Event has occurred that alone or together Affiliates with any other Reportable Event could reasonably be expected to result in liability of such Borrower to the PBGC in an aggregate amount exceeding $10,000,000, a statement of a Financial Officer setting forth details as to such Reportable Event and the action that the Borrower proposes to take IRS with respect thereto, together with a copy of the notice, if any, of such Reportable Event given to the PBGC, each Plan; (ii) promptly after receipt thereof, a copy of any notice that the Borrower or any ERISA Affiliate may receive from the PBGC relating to the intention of the PBGC to terminate any most recent actuarial valuation report for each Plan or Plans (other than a Plan maintained by an ERISA Affiliate that is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Code Section 414) or to appoint a trustee to administer any such and Foreign Plan, ; (iii) within 10 days after the due date for filing with the PBGC pursuant to Section 412(n) of the Code a notice of failure to make a required installment or other payment with respect to a Planall notices received by any Loan Party, a statement of a Financial Officer setting forth details as to such failure and the action that such Borrower proposes to take with respect thereto, together with a copy of any such notice given to the PBGC and (iv) promptly and in any event within 30 days after receipt thereof by the Borrower Subsidiary or any ERISA Affiliate from the sponsor of a Multiemployer Plan, a copy of each notice received by the Borrower or any ERISA Affiliate concerning (A) the imposition of Withdrawal Liability or (B) a determination that a Multiemployer Plan issponsor or any Governmental Authority concerning an ERISA Event; and (iv) such other documents or governmental reports or filings relating to any Plan or Foreign Plan as the Administrative Agent may reasonably request, or is expected including any notice of potential Withdrawal Liability pursuant to be, terminated or in reorganization, both within the meaning of Title IV Section 101(l) of ERISA.

Employee Benefits. Section 3.30 of the Disclosure Schedule fully and fairly discloses the Disclosed Documents that give true and complete details of all bonus, retirement, disability, holiday, severance, redundancy incentive, deferred compensation and other similar fringe or employee benefit plans, programs or arrangements, whether written or oral, in each of the foregoing cases which cover, are maintained for the benefit of, or relate to any or all current or former employees, independent contractors and/or consultants of InfoBasis (a) Comply all of the foregoing are collectively the “Employee Plans”). So far as the Principals are aware, except as fully and fairly disclosed in all material respects with Section 3.29 or 3.30 of the applicable provisions of ERISA and Disclosure Schedule, or as specifically provided for in the Code and (b) furnish to the Administrative Agent (i) as soon as possible afterClosing Statement, and in any event within 30 days after any Responsible Officer of such Borrower or any ERISA Affiliate knows or InfoBasis has reason to know that, any Reportable Event has occurred that alone or together with any other Reportable Event could reasonably be expected to result in no liability of such Borrower to the PBGC in an aggregate amount exceeding $10,000,000, a statement of a Financial Officer setting forth details as to such Reportable Event and the action that the Borrower proposes to take with respect theretoto its employees or the Employee Plans other than routine claims for salaries, together with a copy sales commissions and benefits, nor so far as the Principals are aware, will any of the noticeInfoBasis’ assets be subject to any lien, if any, of such Reportable Event given to the PBGC, (ii) promptly after receipt thereof, a copy of any notice that the Borrower charge or any ERISA Affiliate may receive from the PBGC claim relating to the intention obligations of the PBGC to terminate any Plan or Plans (other than a Plan maintained by an ERISA Affiliate that is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Code Section 414) or to appoint a trustee to administer any such Plan, (iii) within 10 days after the due date for filing with the PBGC pursuant to Section 412(n) of the Code a notice of failure to make a required installment or other payment InfoBasis with respect to the Employee Plans. InfoBasis is not obliged to increase, nor has it made provision to increase the remuneration payable to its employees. InfoBasis owes no amount to a Planpresent or former director, a statement other officer or employee of a Financial Officer setting forth details InfoBasis other than for accrued remuneration or reimbursement of business expenses, which, to the extent due, have been paid or discharged in full. The Disclosure Disk contains true and complete copies of all Employee Plans. Except as fully and fairly disclosed in Section 3.30 of the Disclosure Schedule or in the Disclosed Documents listed in Section 4 of the List of Disclosed Documents, there is not and has not, at any time, been in operation (and no proposal has been announced to such failure enter into or establish) any plan, scheme, agreement, arrangement, custom or practice (whether legally enforceable or not, whether funded for in advance or not, whether approved by HM Revenue & Customs or not and whether registered or not) for the action that such Borrower proposes to take with respect thereto, together with a copy payment of (or for the payment of any such notice given to the PBGC and contribution towards), any pensions, ex gratia benefits, gratuities, superannuation allowances, life assurance benefits or other like benefits payable on retirement, death, termination of employment (iv) promptly and in any event within 30 days after receipt thereof by the Borrower whether voluntary or any ERISA Affiliate not or whether arising from the sponsor a transfer of a Multiemployer Plan, a copy of each notice received by the Borrower or any ERISA Affiliate concerning (A) the imposition of Withdrawal Liability or (B) a determination that a Multiemployer Plan is, or is expected to be, terminated or in reorganization, both an undertaking within the meaning of Title IV the Transfer of ERISAUndertakings (Protection of Employment) Regulations 2006 or otherwise) for the benefit of any of the employees (or former employees) or directors (or former directors) of InfoBasis or for the benefit of the dependants of any such employees or directors of InfoBasis.

Employee Benefits. (a) Comply Neither the Company, its Subsidiaries nor any predecessor in all material respects with interest thereof has maintained, or currently maintains, any Employee Benefit Plan. At no time has the applicable provisions of ERISA and the Code and (b) furnish to the Administrative Agent (i) as soon as possible afterCompany, and in any event within 30 days after any Responsible Officer of such Borrower its Subsidiaries or any ERISA Affiliate knows been obligated to contribute to any "multi-employer plan" (as defined in Section 4001(a)(3) of ERISA). Neither the Company, its Subsidiaries nor any predecessor in interest thereof has any liabilities or has reason to know that, any Reportable Event has occurred that alone or together with any other Reportable Event could reasonably be expected to result in liability of such Borrower to the PBGC in an aggregate amount exceeding $10,000,000, a statement of a Financial Officer setting forth details as to such Reportable Event and the action that the Borrower proposes to take obligations with respect thereto, together with a copy of the notice, if any, of such Reportable Event given to the PBGC, any Employee Benefit Plan. (iib) promptly after receipt thereof, a copy of any notice that the Borrower or any ERISA Affiliate may receive from the PBGC relating to the intention of the PBGC to terminate any Plan or Plans Section 2.17 (other than a Plan maintained by an ERISA Affiliate that is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Code Section 414) or to appoint a trustee to administer any such Plan, (iii) within 10 days after the due date for filing with the PBGC pursuant to Section 412(nb) of the Code a notice of failure to make a required installment Company Disclosure Letter discloses each: (i) agreement with any director, executive officer or other payment with respect to a Plankey employee of the Company or its Subsidiaries, a statement of a Financial Officer setting forth details as to such failure and the action that such Borrower proposes to take with respect thereto, together with a copy of any such notice given to the PBGC and (iv) promptly and in any event within 30 days after receipt thereof by the Borrower or any ERISA Affiliate from the sponsor of a Multiemployer Plan, a copy of each notice received by the Borrower or any ERISA Affiliate concerning including (A) the imposition benefits of Withdrawal Liability which are contingent, or the terms of which are altered, upon the occurrence of a transaction involving the Company or its Subsidiaries of the nature of any of the transactions contemplated by this Agreement, (B) a providing any term of employment or compensation guarantee or (C) providing severance benefits or other benefits after the termination of employment of such director, executive officer or key employee; (ii) agreement, plan or arrangement under which any person may receive payments from the Company or its Subsidiaries that may be subject to the tax imposed by Section 4999 of the Code or included in the determination that a Multiemployer Plan isof such person’s "parachute payment" under Section 280G(b)(1) of the Code; and (iii) agreement or plan binding the Company or its Subsidiaries, including any option plan, stock appreciation right plan, restricted stock plan, stock purchase plan, severance benefit plan, or is expected to beany Employee Benefit Plan, terminated any of the benefits of which will be increased, or in reorganizationthe vesting of the benefits of which will be accelerated, both within by the meaning occurrence of Title IV any of ERISAthe transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement.

Employee Benefits. With respect to all the employee benefit plans, programs and arrangements maintained for the benefit of any current or former employee, officer or director of the Company or any of its Subsidiaries (the "Company Benefit Plans"), except for such matters as, individually or in the aggregate, could not be reasonably expected to have a Company Material Adverse Effect and except as set forth in Section 4.11 of the Company Disclosure Schedule, (a) Comply in all material respects with the applicable provisions each Company Benefit Plan and any related trust intended to be qualified under Sections 401(a) and 501(a) of ERISA and the Code has received or has applied for a favorable determination letter from the Internal Revenue Service that it is so qualified and (b) furnish to nothing has occurred since the Administrative Agent (i) as soon as possible after, and in any event within 30 days after any Responsible Officer date of such Borrower or any ERISA Affiliate knows or has reason to know that, any Reportable Event has occurred letter that alone or together with any other Reportable Event could reasonably be expected to materially adversely affect the qualified status of such Company Benefit Plan or related trust, (b) each Company Benefit Plan has been operated in all material respects in accordance with the terms and requirements of applicable law and all required returns and filings for each Company Benefit Plan have been timely made, (c) none of the Company or any of its Subsidiaries has incurred any direct or indirect material liability under, arising out of or by operation of Title I or Title IV of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), in connection with any Company Benefit Plan or other retirement plan or arrangement, and no fact or event exists that could reasonably be expected to give rise to any such material liability, (d) all material contributions due and payable on or before the date hereof in respect of each Company Benefit Plan have been made in full and in proper form, (e) none of the Company or its commonly controlled entities has withdrawn from any "multiemployer plan" (as defined in Section 3(37) of ERISA), "multiple employer plan" (as defined in Section 413 of the Code) or "defined benefit plan" (as defined in Section 3(35) of ERISA) where such withdrawal would result in liability of such Borrower to the PBGC in an aggregate amount exceeding $10,000,000, a statement of a Financial Officer setting forth details as to such Reportable Event and the action that the Borrower proposes to take with respect thereto, together with a copy of the notice, if any, of such Reportable Event given to the PBGC, any "withdrawal liability" (ii) promptly after receipt thereof, a copy of any notice that the Borrower or any ERISA Affiliate may receive from the PBGC relating to the intention of the PBGC to terminate any Plan or Plans (other than a Plan maintained by an ERISA Affiliate that is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Code Section 414) or to appoint a trustee to administer any such Plan, (iii) within 10 days after the due date for filing with the PBGC pursuant to Section 412(n) of the Code a notice of failure to make a required installment or other payment with respect to a Plan, a statement of a Financial Officer setting forth details as to such failure and the action that such Borrower proposes to take with respect thereto, together with a copy of any such notice given to the PBGC and (iv) promptly and in any event within 30 days after receipt thereof by the Borrower or any ERISA Affiliate from the sponsor of a Multiemployer Plan, a copy of each notice received by the Borrower or any ERISA Affiliate concerning (A) the imposition of Withdrawal Liability or (B) a determination that a Multiemployer Plan is, or is expected to be, terminated or in reorganization, both within the meaning of Title IV Section 4201 of ERISA) that has not been fully paid, (f) except as otherwise required under ERISA, the Code and applicable state laws, no Company Benefit Plan currently or previously maintained by the Company or any of its Subsidiaries provides any post-retirement health or life insurance benefits, and none of the Company or any of its Subsidiaries maintains any obligations to provide post-retirement health or life insurance benefits in the future, and (g) all material reporting and disclosure obligations imposed under ERISA and the Code have been satisfied with respect to each Company Benefit Plan.

Employee Benefits. With respect to all the employee benefit plans, programs and arrangements maintained for the benefit of any current or former employee, officer or director of Reitco, Opco or any of their respective Subsidiaries (the "Reitco Benefit Plans"), except for such matters as, individually or in the aggregate, could not be reasonably expected to have a Reitco Material Adverse Effect, and except as set forth in Section 5.14 of the Reitco Disclosure Schedule (a) Comply in all material respects with the applicable provisions each Reitco Benefit Plan and any related trust intended to be qualified under Sections 401(a) and 501(a) of ERISA and the Code has received or has applied for a favorable determination letter from the Internal Revenue Service that it is so qualified and (b) furnish to nothing has occurred since the Administrative Agent (i) as soon as possible after, and in any event within 30 days after any Responsible Officer date of such Borrower or any ERISA Affiliate knows or has reason to know that, any Reportable Event has occurred letter that alone or together with any other Reportable Event could reasonably be expected to materially adversely affect the qualified status of such Reitco Benefit Plan or related trust, (b) each Reitco Benefit Plan has been operated in all material respects in accordance with the terms and requirements of applicable law and all required returns and filings for each Reitco Benefit Plan have been timely made, (c) none of Reitco, Opco or any of their respective Subsidiaries has incurred any direct or indirect material liability under, arising out of or by operation of ERISA, connection with any Reitco Benefit Plan or other retirement plan or arrangement, and no fact or event exists that could reasonably be expected to give rise to any such material liability, (d) all material contributions due and payable on or before the date hereof in respect of each Reitco Benefit Plan have been made in full and in proper form, (e) none of Reitco, Opco or their respective commonly controlled entities has withdrawn from any "multiemployer plan" (as defined in Section 3(37) of ERISA), "multiple employer plan" (as defined in Section 413 of the Code) or "defined benefit plan" (as defined in Section 3(35) of ERISA) where such withdrawal would result in liability of such Borrower to the PBGC in an aggregate amount exceeding $10,000,000, a statement of a Financial Officer setting forth details as to such Reportable Event and the action that the Borrower proposes to take with respect thereto, together with a copy of the notice, if any, of such Reportable Event given to the PBGC, any "withdrawal liability" (ii) promptly after receipt thereof, a copy of any notice that the Borrower or any ERISA Affiliate may receive from the PBGC relating to the intention of the PBGC to terminate any Plan or Plans (other than a Plan maintained by an ERISA Affiliate that is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Code Section 414) or to appoint a trustee to administer any such Plan, (iii) within 10 days after the due date for filing with the PBGC pursuant to Section 412(n) of the Code a notice of failure to make a required installment or other payment with respect to a Plan, a statement of a Financial Officer setting forth details as to such failure and the action that such Borrower proposes to take with respect thereto, together with a copy of any such notice given to the PBGC and (iv) promptly and in any event within 30 days after receipt thereof by the Borrower or any ERISA Affiliate from the sponsor of a Multiemployer Plan, a copy of each notice received by the Borrower or any ERISA Affiliate concerning (A) the imposition of Withdrawal Liability or (B) a determination that a Multiemployer Plan is, or is expected to be, terminated or in reorganization, both within the meaning of Title IV Section 4201 of ERISA) that has not been fully paid, (f) except as otherwise required under ERISA, the Code and applicable state laws, no Reitco Benefit Plan currently or previously maintained by Reitco, Opco or any of their respective Subsidiaries provides any post-retirement health or life insurance benefits, and none of Reitco, Opco or any of their respective Subsidiaries maintains any obligations to provide post-retirement health or life insurance benefits in the future, and (g) all material reporting and disclosure obligations imposed under ERISA and the Code have been satisfied with respect to each Reitco Benefit Plan.

Employee Benefits. (ai) Comply Notify the Administrative Agent promptly of the establishment or joinder of any Plan, except that prior to the establishment of any “welfare benefit plan” (as defined in Section 3(1) of ERISA) covering any employee of any Credit Party or ERISA Affiliate for any period after such employee’s termination of employment other than such period required by the Consolidated Omnibus Budget Reconciliation Act of l986 or “defined benefit plan” (as defined in Section 3(35) of ERISA) or joinder of, or contribution to, any “multiemployer plan” (as defined in Section 4001(a)(3) of ERISA, it will obtain the Administrative Agent’s prior written approval of such establishment; (ii) at all material respects times make prompt payments or contributions to meet the minimum funding standards of Section 412 of the Code, with respect to each Plan; (iii) promptly after the applicable provisions of ERISA and the Code and (b) filing thereof, furnish to the Administrative Agent (i) as soon as possible after, and in any event within 30 days after any Responsible Officer of such Borrower or any ERISA Affiliate knows or has reason to know that, any Reportable Event has occurred that alone or together with any other Reportable Event could reasonably be expected to result in liability of such Borrower to the PBGC in an aggregate amount exceeding $10,000,000, a statement of a Financial Officer setting forth details as to such Reportable Event and the action that the Borrower proposes to take with respect thereto, together with a copy of the notice, if any, of such Reportable Event given to the PBGC, (ii) promptly after receipt thereof, a copy of any notice that report required to be filed pursuant to Section 103 of ERISA in connection with each Plan for each plan year, including but not limited to the Borrower Schedule B attached thereto, if applicable; (iv) notify the Administrative Agent promptly of any “reportable event” (as defined in Section 4043 of ERISA) or any ERISA Affiliate may receive from the PBGC relating to the intention of the PBGC to terminate circumstances arising in correction with any Plan that might constitute grounds for the termination thereof by the Pension Benefit Guaranty Corporation or Plans (other than a Plan maintained for the appointment by an ERISA Affiliate that is considered an ERISA Affiliate only pursuant to subsection (m) or (o) the appropriate United States District Court of Code Section 414) or to appoint a trustee to administer any such the Plan, (iiithe initiation of any audit or inquiry by the Internal Revenue Service or the Department of Labor of any Plan or transaction(s) within 10 days after the due date for filing with the PBGC pursuant involving or related to any Plan, or any “prohibited transaction” as defined in Section 412(n406 of ERISA or Section 4975(c) of the Internal Revenue Code a notice of failure 1986, as amended; (v) notify the Administrative Agent prior to make a required installment or other payment with respect to a Plan, a statement of a Financial Officer setting forth details as to such failure and the any action that such Borrower proposes to take with respect thereto, together with a copy could result in the assertion of any such notice given to the PBGC and (iv) promptly and in any event within 30 days after receipt thereof by the Borrower or any ERISA Affiliate from the sponsor of a Multiemployer Plan, a copy of each notice received by the Borrower or any ERISA Affiliate concerning (A) the imposition of Withdrawal Liability or (B) a determination that a Multiemployer Plan is, or is expected to be, terminated or in reorganization, both within the meaning liability under Subtitle E of Title IV of ERISAERISA caused by the complete or partial withdrawal from any multiemployer plan or to terminate any defined benefit plan sponsored by a Credit Party or any ERISA Affiliate; and (vi) promptly furnish such additional information concerning any Plan as the Administrative Agent may from time to time request.

Employee Benefits. (a) Comply The Borrower shall comply in all material respects with the applicable provisions of ERISA and the provisions of the Code relating to ERISA and any applicable similar non-U.S. law and (b) furnish to the Administrative Agent Lender (i) as soon as possible after, and in any event within 30 days after any Responsible Officer executive officer of such the Borrower or any ERISA Affiliate knows or has reason to know that, any Reportable Event has occurred that alone or together with any other Reportable Event could reasonably be expected to result in liability of such Borrower to the PBGC in an aggregate amount exceeding $10,000,000occurred, a statement of a Financial Officer the Borrower signed by its chief financial officer or treasurer setting forth details as to such Reportable Event and the action that the Borrower proposes proposed to take be taken with respect thereto, together with a copy of the notice, if any, of such Reportable Event given to the PBGC, (ii) promptly after any such executive officer learns of receipt thereof, a copy of any notice that the Borrower or any ERISA Affiliate may receive from the PBGC relating to the intention of the PBGC to terminate any Plan or Plans (other than a Plan maintained by an ERISA Affiliate that is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Code Section 414) or to appoint a trustee to administer any such Plan, (iii) within 10 30 days after the due date for filing with the PBGC pursuant to Section 412(n) of the Code a notice of failure to make a required installment or other payment with respect to a Plan, a statement of a Financial Officer the Borrower signed by its chief financial officer or treasurer setting forth details as to such failure and the action that such Borrower proposes proposed to take be taken with respect thereto, together with a copy of any such notice given to the PBGC and (iv) promptly after any such executive officer learns thereof and in any event within 30 days after receipt thereof by the Borrower or any ERISA Affiliate from the sponsor of a Multiemployer Plan, a copy of each notice received by the Borrower or any ERISA Affiliate concerning (A) the imposition of Withdrawal Liability or (B) a determination that a Multiemployer Plan is, or is expected to be, terminated or in reorganization, both in each case within the meaning of Title IV of ERISA.

Employee Benefits. (a) Comply 3.Comply in all material respects with the applicable provisions of ERISA and the provisions of the Code relating to ERISA and any applicable similar non‑U.S. law and (b) furnish to the Administrative Agent (i) as soon as possible after, and in any event within 30 days after any Responsible Officer of such GrafTech, a Borrower or any ERISA Affiliate knows or has reason to know that, any Reportable Event has occurred that alone or together with any other Reportable Event could reasonably be expected to result in liability of such Borrower to the PBGC in an aggregate amount exceeding $10,000,000occurred, a statement of a GrafTech signed by one of its Financial Officer Officers setting forth details as to such Reportable Event and the action that the Borrower proposes proposed to take be taken with respect thereto, together with a copy of the notice, if any, of such Reportable Event given to the PBGC, (ii) promptly after any such Responsible Officer learns of receipt thereof, a copy of any notice that the GrafTech, a Borrower or any ERISA Affiliate may receive from the PBGC relating to the intention of the PBGC to terminate any Plan or Plans (other than a Plan maintained by an ERISA Affiliate that is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Code Section 414) or to appoint a trustee to administer any such Plan, (iii) within 10 30 days after the due date for filing with the PBGC pursuant to Section 412(n) of the Code a notice of failure to make a required installment or other payment with respect to a Plan, a statement of a GrafTech signed by one of its Financial Officer Officers setting forth details as to such failure and the action that such Borrower proposes proposed to take be taken with respect thereto, together with a copy of any such notice given to the PBGC and (iv) promptly after any such Responsible Officer learns thereof and in any event within 30 days after receipt thereof by the GrafTech, a Borrower or any ERISA Affiliate from the sponsor of a Multiemployer Plan, a copy of each notice received by the GrafTech, a Borrower or any ERISA Affiliate concerning (A) the imposition of Withdrawal Liability or (B) a determination that a Multiemployer Plan is, or is expected to be, terminated or in reorganization, both in each case within the meaning of Title IV of ERISA; provided, however, that in the case of each of clauses (i) through (iv) above, notice to the Administrative Agent shall only be required if such event or condition, together with all other events or conditions referred to in clauses (i) through [[NYCORP:3461068v7:3124W: 04/23/2014--12:33 AM]] (iv) above, could reasonably be expected to result in liability of GrafTech, a Borrower or any other ERISA Affiliate in an aggregate amount exceeding $35,000,000.

Employee Benefits. (a) Comply in all material respects with the applicable provisions of ERISA and the provisions of the Code relating to ERISA and any applicable similar non-U.S. law, except to the extent that the failure to comply with this subsection would not reasonably be expected to have a Material Adverse Effect and (b) furnish to the Administrative Agent (i) as soon as possible after, and in any event within 30 days after any Responsible Officer of such Holdings, the Borrower or any ERISA Affiliate knows or has reason to know that, any Reportable Event has occurred that alone or together (other than with any other Reportable Event could reasonably be expected respect to result in liability which the requirement of such Borrower notice thereof to the PBGC in an aggregate amount exceeding $10,000,000is waived) has occurred, a statement of a Financial Officer setting forth details as to such Reportable Event and the action that the Borrower proposes proposed to take be taken with respect thereto, together with a copy of the notice, if any, of such Reportable Event given to the PBGC, (ii) promptly after any Responsible Officer learns of receipt thereof, a copy of any notice that the Borrower or any ERISA Affiliate may receive from the PBGC relating to the intention of the PBGC to terminate any Plan or Plans (other than a Plan maintained by an ERISA Affiliate that is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Code Section 414) or to appoint a trustee to administer any such Plan, (iii) within 10 30 days after the due date for filing with the PBGC pursuant to Section 412(n) of the Code a notice of failure to make a required installment or other payment with respect to a Plan, a statement of a Financial Officer setting forth details as to such failure and the action that such Borrower proposes proposed to take be taken with respect thereto, together with a copy of any such notice given to the PBGC and PBGC, (iv) promptly after the filing of an application for a waiver of the minimum funding standard, and promptly after the grant of such a waiver, a statement of a Financial Officer setting forth details as to such waiver, (v) promptly after any Responsible Officer learns thereof and in any event within 30 days after receipt thereof by Holdings, the Borrower or any ERISA Affiliate from the sponsor of a Multiemployer Plan, a copy of each notice received by Holdings, the Borrower or any ERISA Affiliate concerning (A) the imposition of Withdrawal Liability or (B) a determination that a Multiemployer Plan is, or is reasonably expected to be, terminated terminated, insolvent or in reorganization, both in each case within the meaning of Title IV of ERISA, and (vi) promptly after any Responsible Officer learns of any other event, transaction or condition that could reasonably be expected to result in the incurrence of any liability by Holdings, the Borrower or any ERISA Affiliate pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee pension benefit plans (as defined in Section 3(2) of ERISA), or in the imposition of any Lien on any of the rights, properties or assets of Holdings, the Borrower or any ERISA Affiliate pursuant to Title I or IV of ERISA or such penalty or excise tax provisions, a statement of a Financial Officer setting forth the nature thereof and the action, if any, proposed to be taken with respect thereto; provided that in the case of each of clauses (i) through (vi) above, notice to the Administrative Agent shall only be required if such event or condition, together with all other events or conditions referred to in clauses (i) through (vi) above, could reasonably be expected to result in liability of Holdings, the Borrower or any Subsidiary in an aggregate amount exceeding $2,000,000.

Employee Benefits. (a) Comply in all material respects with the applicable provisions of ERISA and the Code with respect to each Plan, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, and (b) furnish to the Administrative Agent (ix) as soon as possible after, and in any event within 30 days five (5) Business Days after any Responsible Officer of such Borrower or any ERISA Affiliate knows or has reason to know that, any Reportable that an ERISA Event has occurred that that, alone or together with any other Reportable Event ERISA Event, could reasonably be expected to result in liability of such the Parent Borrower to the PBGC or any of its ERISA Affiliates in an aggregate amount exceeding $10,000,000the Threshold Amount or the imposition of a Lien, a statement of a Financial Officer setting forth details as to such Reportable ERISA Event and the action action, if any, that the Parent Borrower 100 64069629 or ERISA Affiliate proposes to take with respect thereto, together with a copy and (y) upon request by the Administrative Agent, copies of the notice, if any, of such Reportable Event given (i) each Schedule B (Actuarial Information) to the PBGC, annual report (iiForm 5500 Series) promptly after receipt thereof, a copy of any notice that filed by the Parent Borrower or any ERISA Affiliate may receive with the IRS with respect to each Pension Plan; (ii) the most recent actuarial valuation report for each Pension Plan; (iii) all notices received by the Parent Borrower or any ERISA Affiliate from the PBGC a Multiemployer Plan sponsor or any governmental agency concerning an ERISA Event; and (iv) such other documents or governmental reports or filings relating to the intention of the PBGC to terminate any Plan as the Administrative Agent shall reasonably request and (c) (i) comply with the applicable provisions of Law with respect to each Canadian Pension Plan, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, and (ii) furnish to the Administrative Agent (x) within five (5) Business Days after any Responsible Officer or Plans any Subsidiary knows or has reason to know that an event has occurred in respect of a Canadian Pension Plan that, alone or together with any other event relating to a Canadian Pension Plan, could reasonably be expected to result in liability of any Credit Party or any Subsidiary in an aggregate amount exceeding the Threshold Amount or the imposition of a Lien (other than a Plan maintained by an ERISA Affiliate that is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Code any Lien permitted under Section 414) or to appoint a trustee to administer any such Plan, (iii) within 10 days after the due date for filing with the PBGC pursuant to Section 412(n) of the Code a notice of failure to make a required installment or other payment with respect to a Plan7.01 hereof), a statement of a Financial Officer setting forth details as to such failure event and the action action, if any, that such Borrower the Credit Party or Subsidiary proposes to take with respect thereto, together with a copy of any such notice given to the PBGC and (ivy) promptly and in any event within 30 days after receipt thereof upon request by the Administrative Agent, copies of (1) each annual information return filed by the Borrower or any ERISA Affiliate from the sponsor of a Multiemployer Subsidiary with any Governmental Authority with respect to each Canadian Pension Plan, a copy of each notice ; (2) all notices received by the Borrower any Credit Party or any ERISA Affiliate Subsidiary from any Governmental Authority concerning a breach of Law with respect to any Canadian Pension Plan; and (A3) such other documents or governmental reports or filings related to any Canadian Pension Plan as the imposition of Withdrawal Liability or (B) a determination that a Multiemployer Plan is, or is expected to be, terminated or in reorganization, both within the meaning of Title IV of ERISAAdministrative Agent shall reasonably request.

Employee Benefits. (a) Comply Except as would not reasonably be expected to result in a Material Adverse Effect, comply with all material respects with applicable Legal Requirements, including the applicable provisions of ERISA and the Code with respect to all Employee Benefit Plans, Multiemployer Plans and (b) furnish Foreign Plans. Furnish to the Administrative Agent (ia) as soon as possible after, and within ten (10) Business Days (or such later time Administrative Agent may agree to in any event within 30 days its sole discretion) after any Responsible Officer of such Borrower or any ERISA Affiliate knows or has reason to know that, any Reportable Event has occurred that that, alone or together with any other Reportable Event could ERISA Event, would reasonably be expected to result in liability of such Borrower to the PBGC in an aggregate amount exceeding $10,000,000a Material Adverse Effect, a statement of a Financial Officer of the Borrower setting forth details as to such Reportable ERISA Event and the action action, if any, that the Borrower proposes Companies propose to take with respect thereto, together with a copy (b) upon request by the Administrative Agent and to the extent such are reasonably available to such Financial Officer of the noticeBorrower, copies of (i) the annual report (Form 5500 Series) filed by any Company with the U.S. Department of Labor or comparable foreign Governmental Authority with respect to each Pension Plan or Foreign Plan; (ii) the most recent actuarial valuation report, if any, for each Pension Plan and Foreign Plan maintained, sponsored or contributed to, or required to be maintained, sponsored or contributed to, by any Company; (iii) all notices received by any Company from a Multiemployer Plan sponsor or any Governmental Authority concerning an ERISA Event; and (iv) any documents described in Section 101(k) of ERISA that any Company may request with respect to any Multiemployer Plan to which a Company contributes or is required to contribute (provided that if the applicable Company has not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, such Company shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such Reportable Event given to the PBGC, (ii) documents or notices promptly after receipt thereof), a copy of any notice that the Borrower or any ERISA Affiliate may receive from the PBGC relating to the intention of the PBGC to terminate any Plan or Plans (other than a Plan maintained by an ERISA Affiliate that is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Code Section 414) or to appoint a trustee to administer any such Plan, (iii) within 10 days after the due date for filing with the PBGC pursuant to Section 412(n) of the Code a notice of failure to make a required installment or other payment with respect to a Plan, a statement of a Financial Officer setting forth details as to such failure and the action that such Borrower proposes to take with respect thereto, together with a copy of any such notice given to the PBGC and (ivc) promptly promptly, and in any event within 30 days thirty (30) days, after receipt thereof by becoming aware that (i) Unfunded Pension Liabilities have reached or reach the Borrower amount of $10,000,000 or more or is at a level as would be reasonably likely to have a Material Adverse Effect (taking into account only Employee Benefit Plans with positive Unfunded Pension Liabilities), (ii) potential withdrawal liability under Section 4201 of ERISA, if the Companies and the ERISA Affiliates were to withdraw completely from any ERISA Affiliate from and all Multiemployer Plans, has reached or reaches the sponsor amount of $10,000,000 or more or are at a Multiemployer Planlevel as would be reasonably likely to have a Material Adverse Effect, a copy detailed written description thereof from a Financial Officer of each notice received by the Borrower or any ERISA Affiliate concerning (A) the imposition of Withdrawal Liability or (B) a determination that a Multiemployer Plan is, or is expected to be, terminated or in reorganization, both within the meaning of Title IV of ERISABorrower.

Employee Benefits. (a) Comply in all material respects with the applicable provisions of ERISA and the Code and as such provisions apply to any Plan or any employee benefit plan, (b) furnish to the Administrative Agent (ix) as soon as possible after, and in any event within 30 5 days after any Responsible Officer of such Borrower Holdings, any Restricted Subsidiary or any of their respective ERISA Affiliate Affiliates knows or has reason to know that, any Reportable ERISA Event has occurred that or, is reasonably expected to occur, that, alone or together with any other Reportable ERISA Event could reasonably be expected to result in liability of such Borrower to the PBGC Holdings, any Restricted Subsidiary or any of their respective ERISA Affiliates in an aggregate amount exceeding $10,000,000that could reasonably be expected to have a Material Adverse Effect or the imposition of a Lien, a statement of a Financial Officer of Holdings setting forth details as to such Reportable ERISA Event and the action action, if any, that the Borrower proposes Holdings and its Restricted Subsidiaries propose to take with respect thereto; (y) upon request by the Administrative Agent, together with a copy copies of the notice, if any, of such Reportable Event given (i) each Schedule B (Actuarial Information) to the PBGCannual report (Form 5500 Series) filed by Holdings, any Restricted Subsidiary or any of their respective ERISA Affiliates with the Internal Revenue Service with respect to each Plan; (ii) the most recent actuarial valuation report for each Plan; (iii) all notices received by Holdings, any Restricted Subsidiary or any of their respective ERISA Affiliates from a Multiemployer Plan sponsor or any governmental agency concerning an ERISA Event; and (iv) such other documents or governmental reports or filings relating to any Plan (or employee benefit plan (as such term is defined in Section 3(3) of ERISA) sponsored or contributed to by Holdings or any Restricted Subsidiary) as the Administrative Agent shall reasonably request; and (z) promptly following any request therefor, copies of (i) any documents described in Section 101(k) of ERISA that Holdings, any Restricted Subsidiary or any of their respective ERISA Affiliates may request with respect to any Multiemployer Plan and (ii) any notices described in Section 101(1) of ERISA that Holdings, any Restricted Subsidiary or any of their respective ERISA Affiliates may request with respect to any Multiemployer Plan; provided that if Holdings, any Restricted Subsidiary or any of their respective ERISA Affiliates has not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, then Holdings, the applicable Restricted Subsidiary or the applicable ERISA Affiliate, as the case may be, shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof, a copy and (c) ensure that all pension schemes operated by or maintained for the benefit of Holdings and its Restricted Subsidiaries and/or any notice that the Borrower or any ERISA Affiliate may receive from the PBGC relating of their respective employees are funded to the intention of the PBGC to terminate any Plan or Plans (other than a Plan maintained extent required by an ERISA Affiliate that is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Code Section 414) or to appoint a trustee to administer any such Plan, (iii) within 10 days after the due date for filing with the PBGC pursuant to Section 412(n) of the Code a notice of failure to make a required installment or other payment with respect to a Plan, a statement of a Financial Officer setting forth details as to such failure applicable local law and the action that such Borrower proposes to take with respect thereto, together with a copy of any such notice given to the PBGC and (iv) promptly and in any event within 30 days after receipt thereof by the Borrower or any ERISA Affiliate from the sponsor of a Multiemployer Plan, a copy of each notice received by the Borrower or any ERISA Affiliate concerning (A) the imposition of Withdrawal Liability or (B) a determination that a Multiemployer Plan is, or is expected to be, terminated or in reorganization, both within the meaning of Title IV of ERISAregulations.

Employee Benefits. (a) Comply in all material respects with the applicable provisions of ERISA and the Code and (b) furnish to the Administrative Agent (ix) as soon as possible after, and in any event within 30 10 business days after any Responsible Officer of such Borrower or any ERISA Affiliate Company knows or has reason to know that, any Reportable ERISA Event has occurred that that, alone or together with any other Reportable ERISA Event could would reasonably be expected to result in liability of such Borrower to the PBGC Companies or any of their ERISA Affiliates in an aggregate amount exceeding $10,000,000that would reasonably be expected to have a Material Adverse Effect or the imposition of a Lien on any of the property of any Company, a statement of a Financial Responsible Officer of the Borrower setting forth details as to such Reportable ERISA Event and the action action, if any, that the Borrower proposes Companies propose to take with respect thereto; (y) upon the reasonable request by the Administrative Agent, together with a copy copies of the notice, if any, of such Reportable Event given (i) each Schedule SB (Actuarial Information) to the PBGC, annual report (iiForm 5500 Series) promptly after receipt thereof, a copy of filed by any notice that the Borrower Company or any ERISA Affiliate may receive from with the PBGC relating Internal Revenue Service with respect to each Plan; (ii) the intention of the PBGC to terminate any Plan or Plans (other than a Plan maintained by an ERISA Affiliate that is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Code Section 414) or to appoint a trustee to administer any such most recent actuarial valuation report for each Plan, ; (iii) within 10 days after the due date for filing with the PBGC pursuant to Section 412(n) of the Code a notice of failure to make a required installment or other payment with respect to a Plan, a statement of a Financial Officer setting forth details as to such failure and the action that such Borrower proposes to take with respect thereto, together with a copy of all notices received by any such notice given to the PBGC and (iv) promptly and in any event within 30 days after receipt thereof by the Borrower Company or any ERISA Affiliate from a Multiemployer Plan sponsor or any governmental agency concerning an ERISA Event; and (iv) such other documents or governmental reports or filings relating to any Plan (or employee benefit plan (as such term is defined in Section 3(3) of ERISA) sponsored or contributed to by any Company) as the Administrative Agent shall reasonably request and (z) promptly following any request therefor, copies of (i) any documents described in Section 101(k) of ERISA that any Company or its ERISA Affiliate may request with respect to any Multiemployer Plan and (ii) any notices described in Section 101(1) of ERISA that any Company or its ERISA Affiliate may request with respect to any Multiemployer Plan; provided that if any Company or its ERISA Affiliate has not requested such documents or notices from the administrator or sponsor of a the applicable Multiemployer Plan, a copy of each notice received by the Borrower applicable Company or any ERISA Affiliate concerning (A) the imposition shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of Withdrawal Liability or (B) a determination that a Multiemployer Plan is, or is expected to be, terminated or in reorganization, both within the meaning of Title IV of ERISAsuch documents and notices promptly after receipt thereof.

Employee Benefits. (a) Comply in all material respects with The Company Schedules contain a list of each Company Plan (as hereinafter defined) maintained by the applicable provisions Company or any of ERISA and its subsidiaries. With respect to each Company Plan, the Code and (b) furnish Company has delivered to Parent prior to the Administrative Agent date hereof, to the extent applicable, a true and correct copy of (i) as soon as possible after, such Company Plan and in any event within 30 days after any Responsible Officer of such Borrower or any ERISA Affiliate knows or has reason to know that, any Reportable Event has occurred that alone or together with any other Reportable Event could reasonably be expected to result in liability of such Borrower to the PBGC in an aggregate amount exceeding $10,000,000, a statement of a Financial Officer setting forth details as to such Reportable Event and the action that the Borrower proposes to take with respect all amendments thereto, together with a copy of the notice, if any, of such Reportable Event given to the PBGC, (ii) promptly after receipt thereofeach trust agreement, a copy of any notice that the Borrower insurance contract or any ERISA Affiliate may receive from the PBGC administration agreement relating to the intention of the PBGC to terminate any Plan or Plans (other than a Plan maintained by an ERISA Affiliate that is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Code Section 414) or to appoint a trustee to administer any such Company Plan, (iii) within 10 days after the due date most recent summary plan description for filing each Company Plan for which a summary plan description is required, (iv) the most recent annual report (Form 5500) filed with the PBGC pursuant IRS, (v) the most recent actuarial report or valuation relating to Section 412(na Company Plan subject to Title IV of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), (vi) the most recent determination letter, if any, issued by the IRS with respect to any Company Plan intended to be qualified under section 401(a) of the Code Code, (vii) any request for a notice determination currently pending before the IRS and (viii) all correspondence with the IRS, the Department of failure Labor or the Pension Benefit Guaranty Corporation relating to make a required installment any outstanding controversy. Except as set forth on the Company Schedules and except as could not reasonably be expected to have, individually or other payment with respect to a Planin the aggregate, a statement of a Financial Officer setting forth details as to such failure Material Adverse Effect on the Company, (i) each Company Plan complies with ERISA, the Code and the action that such Borrower proposes to take with respect theretoall other applicable statutes and governmental rules and regulations, together with a copy of any such notice given to the PBGC and (ivii) promptly and in any event within 30 days after receipt thereof by the Borrower or any ERISA Affiliate from the sponsor of a Multiemployer Plan, a copy of each notice received by the Borrower or any ERISA Affiliate concerning no "reportable event" (A) the imposition of Withdrawal Liability or (B) a determination that a Multiemployer Plan is, or is expected to be, terminated or in reorganization, both within the meaning of Section 4043 of ERISA) has occurred within the past three years with respect to any Company Plan which is likely to result in liability to the Company and (iii) no action has been taken, or is currently being considered, to terminate any Company Plan subject to Title IV of ERISA.. At no time has the Company or any of its ERISA Affiliates (as hereinafter defined) been required to contribute to, or otherwise had any liability with respect to, a "multiemployer plan" (as defined in Section 4001(a)(3) of ERISA). 18

Employee Benefits. Part 3.13 of the Disclosure Letter sets forth a description of all of the existing employee benefit plans of the Acquired Companies, personnel policies and a listing of all employee benefit brochures or handbooks and personnel brochures or handbooks delivered to employees or in effect during the past twelve months. There are no "employee benefit plans" (athe "Plans") Comply as such term is defined in Section 3(3) of ERISA maintained by the Acquired Companies or under which the Acquired Companies have any liability, other than those described in Part 3.13 of the Disclosure Letter. No Plan intended to be a qualified plan under Section 401(a) of the Code or trust forming a part thereof has been completely terminated since September 1, 1974. All Plans and any trusts forming a part thereof which are subject to ERISA are and have been administered in all material respects in compliance with ERISA; no "reportable event," as such term is used in ERISA, has heretofore occurred with respect to any Plan; and to the Knowledge of the Sellers and the Acquired Companies, there does not exist any fact or circumstance that might cause the Pension Benefit Guaranty Corporation to seek to terminate any Plan pursuant to Section 4042 of ERISA. Neither the Acquired Companies, the Sellers, trustees, administrators, or fiduciaries of any plans has participated in any "prohibited transaction" (as defined in Section 406 of ERISA or Section 4975 of the Code) that could subject the Acquired Companies or any trustee, administrator or other fiduciary to any tax, penalty or liability. No liability to the Pension Benefit Guaranty Corporation has been or is expected to be incurred with respect to any Plan. Except as otherwise disclosed in the Disclosure Letter, all Plans which are "employee pension benefit plans" (as such term is defined in Section 3(2) of ERISA) and which are intended to be qualified plans under Section 401(a) of the Code, have received, within the last three years, favorable determination letters from the Internal Revenue Service regarding their qualification and the tax-exempt status of their trusts under Section 501(a) of the Code. All Plans and the trusts forming a part thereof have been administered and enforced in all material respects in accordance with their terms and the applicable provisions of ERISA and the Code and (b) furnish ERISA, and no material disputes are pending or, to the Administrative Agent (i) as soon as possible afterKnowledge of the Sellers or the Acquired Companies, and in any event within 30 days after any Responsible Officer of such Borrower or any ERISA Affiliate knows or has reason to know that, any Reportable Event has occurred that alone or together with any other Reportable Event could reasonably be expected to result in liability of such Borrower to the PBGC in an aggregate amount exceeding $10,000,000, a statement of a Financial Officer setting forth details as to such Reportable Event and the action that the Borrower proposes to take threatened with respect thereto. The present value of all vested accrued benefits under any Plan that is an "employee pension benefit plan" subject to Title IV of ERISA did not, together with a copy as of the noticelatest valuation date, if anyexceed the value of the assets of any such Plan allocable to such vested accrued benefits, based upon the actuarial assumptions which are set forth in Part 3.13 of the Disclosure Letter. The present value of all accrued benefits, whether vested or not, under any Plan that is an "employee pension benefit plan" subject to Title IV of ERISA did not, as of the latest valuation date, exceed the value of the assets of such Reportable Event given Plan allocable to the PBGC, (ii) promptly after receipt thereof, a copy of any notice that the Borrower or any ERISA Affiliate may receive from the PBGC relating to the intention such vested and non-vested accrued benefits. None of the PBGC to terminate any Plan Plans is a "multi- employer plan," as defined in ERISA. The Acquired Companies have not suffered or otherwise caused a "complete withdrawal" or "partial withdrawal," as such terms are respectively defined in Section 4203 and 4205 of ERISA. None of the Plans (other than a Plan maintained by an ERISA Affiliate that is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Code Section 414) or to appoint a trustee to administer any such Plan, (iii) within 10 days after the due date for filing with the PBGC pursuant subject to Section 412(n) 412 of the Code a notice or any trust established in connection therewith has incurred any "accumulated funding deficiency," as such term is defined in Section 412 of failure to make a required installment the Code, whether or other payment with respect to a Plannot waived, a statement since the effective date of a Financial Officer setting forth details as to such failure and Section 412. None of the action that such Borrower proposes to take with respect thereto, together with a copy assets of any such notice given to the PBGC and (iv) promptly and in Plan has at any event within 30 days after receipt thereof time included any stock or securities issued by the Borrower or any ERISA Affiliate from the sponsor of a Multiemployer Plan, a copy of each notice received by the Borrower or any ERISA Affiliate concerning (A) the imposition of Withdrawal Liability or (B) a determination that a Multiemployer Plan is, or is expected to be, terminated or in reorganization, both within the meaning of Title IV of ERISAAcquired Company since before 1989.

Employee Benefits. Each Borrower will, and will cause each of its Subsidiaries to, (a) Comply comply in all material respects with the applicable provisions of ERISA and the Code where a failure to comply, individually or in the aggregate, could result in a Material Adverse Effect and (b) furnish to the Administrative Agent (i) as soon as possible after, and in any event within 30 days after any Responsible Financial Officer of such Borrower or any ERISA Affiliate thereof knows or has reason to know that, any Reportable Event has occurred that alone or together with any other Reportable Event could reasonably be expected to result in liability of such Borrower to the PBGC in an aggregate amount exceeding $10,000,000that could have a Material Adverse Effect, a statement of a Financial Officer of such Borrower setting forth details as to such Reportable Event and the action that the such Borrower proposes to take with respect thereto, together with a copy of the notice, if any, of such Reportable Event given to the PBGC, (ii) promptly after receipt thereof, a copy of any notice that the such Borrower or any ERISA Affiliate thereof may receive from the PBGC relating to the intention of the PBGC to terminate any Plan or Plans (other than a Plan maintained by an ERISA Affiliate that is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Code Section 414414 of the Code) or to appoint a trustee to administer any such Plan, Plan or Plans where any such terminations or trustee appointments could in the aggregate result in a Material Adverse Effect and (iii) within 10 days after the due date for filing with the PBGC pursuant to Section 412(n) of the Code a notice of failure to make a required installment or other payment with respect to a Plan, a statement of a Financial Officer of such Borrower setting forth details as to such failure and the action that such Borrower proposes to take with respect thereto, together with a copy of any such notice given to the PBGC and (iv) promptly and in any event within 30 days after receipt thereof by the Borrower or any ERISA Affiliate from the sponsor of a Multiemployer Plan, a copy of each notice received by the Borrower or any ERISA Affiliate concerning (A) the imposition of Withdrawal Liability or (B) a determination that a Multiemployer Plan is, or is expected to be, terminated or in reorganization, both within the meaning of Title IV of ERISAPBGC.

Employee Benefits. Each Credit Party shall (a) Comply except as could not reasonably be expected to have a Material Adverse Change, with respect to any Plan, comply in all material respects with the applicable provisions of ERISA and the Code and (b) furnish to the Administrative Agent Trustee (ix) as soon as possible after, and in any event within 30 ten (10) days after any Responsible Officer of such Borrower or any ERISA Affiliate Credit Party knows or has reason to know thatknow, that any Reportable Termination Event has occurred that that, alone or together with any other Reportable Termination Event that has occurred, could reasonably be expected to result in liability of such Borrower to the PBGC any Credit Party or any Controlled Group member of a Credit Party in an aggregate amount exceeding $10,000,0001,000,000 annually, a statement of a Financial Responsible Officer of the applicable Credit Party setting forth details as to such Reportable Termination Event and the action action, if any, that the Borrower proposes Company and any applicable Credit Party propose to take with respect thereto, together with a copy and (y) upon request by the Requisite Holders or the Trustee (acting at the direction of the noticeRequisite Holders), if any, copies of such Reportable Event given (i) each Schedule B (Actuarial Information) to the PBGC, annual report (Form 5500 Series) filed by any Credit Party or any Controlled Group member of a Credit Party with the Internal Revenue Service with respect to each Plan; (ii) promptly after receipt thereof, a copy of any notice that the Borrower or any ERISA Affiliate may receive from the PBGC relating to the intention of the PBGC to terminate any Plan or Plans (other than a Plan maintained by an ERISA Affiliate that is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Code Section 414) or to appoint a trustee to administer any such most recent actuarial valuation report for each Plan, ; (iii) within 10 days after the due date for filing with the PBGC pursuant to Section 412(n) all notices received by any Credit Party or any Controlled Group member of the Code a notice of failure to make Credit Party from a required installment Multiemployer Plan sponsor or other payment any governmental agency concerning a Termination Event with respect to matters that could reasonably be expected to result in a Plan, a statement of a Financial Officer setting forth details as to such failure and the action that such Borrower proposes to take with respect thereto, together with a copy liability of any such notice given to Credit Party in an amount exceeding the PBGC $1,000,000 annually; and (iv) promptly and in such other documents or governmental reports or filings relating to any event within 30 days after receipt thereof by Plan or the Borrower or any ERISA Affiliate from the sponsor of a Multiemployer Plan, a copy of each notice received by the Borrower or any ERISA Affiliate concerning (A) the imposition of Withdrawal Liability or (B) a determination that a Multiemployer Plan is, as the Trustee (acting at the direction of the Requisite Holders) or is Requisite Holders shall reasonably request with respect to matters that could reasonably be expected to beresult in a liability of any Credit Party in an amount exceeding the $1,000,000 annually. Notwithstanding any provisions set forth in this Section 4.24, terminated no notices, statements, schedules, reports, documents, filings or in reorganization, both within the meaning of Title IV of ERISAother deliverables shall be sent to Holders under this Section 4.24 unless requested by Requisite Holders.

Employee Benefits. (a) Comply Section 3.7 of the Seller Disclosure Schedule contains a complete and accurate list of all Plans currently maintained by CEC or to which CEC is currently obligated to contribute and all employment, change in control, or consulting agreements, and all bonus, incentive or deferred compensation, pension, retirement, compensatory, profit-sharing, savings, stock option or other equity-based, severance, retention, and other material respects fringe benefit plans, agreements, policies and arrangements currently maintained by CEC for the benefit of any current or former employee, officer or independent contractor of CEC, or under which CEC has any outstanding obligations (collectively, the "Company Plans"). (b) Each Company Plan has been operated and administered in accordance with the its terms and with applicable provisions of law, including ERISA and the Code Code, except for any failure to so operate and (b) furnish to the Administrative Agent (i) as soon as possible after, and in administer any event within 30 days after any Responsible Officer of such Borrower or any ERISA Affiliate knows or has reason to know that, any Reportable Event has occurred Company Plan that alone or together with any other Reportable Event could would not reasonably be expected to result in liability of such Borrower have a Material Adverse Effect. (c) There is no pending or, to the PBGC in an aggregate amount exceeding $10,000,000knowledge of CEC, a statement of a Financial Officer setting forth details as to such Reportable Event and the action that the Borrower proposes to take with respect theretothreatened material legal action, together with a copy of the notice, if any, of such Reportable Event given to the PBGC, (ii) promptly after receipt thereof, a copy of any notice that the Borrower suit or any ERISA Affiliate may receive from the PBGC claim relating to the intention of the PBGC to terminate any Company Plan or Plans (other than routine claims for benefits). Neither CEC nor, to the knowledge of CEC, any other Person, has engaged in a transaction with respect to any Company Plan maintained that would reasonably be expected to subject CEC to a tax or penalty imposed by an ERISA Affiliate that is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Code Section 414) or to appoint a trustee to administer any such Plan, (iii) within 10 days after the due date for filing with the PBGC pursuant to Section 412(n) either section 4975 of the Code a notice or section 502(i) of failure to make a required installment or other payment with respect to a Plan, a statement of a Financial Officer setting forth details as to such failure and the action ERISA that such Borrower proposes to take with respect thereto, together with a copy of any such notice given to the PBGC and (iv) promptly and in any event within 30 days after receipt thereof by the Borrower or any ERISA Affiliate from the sponsor of a Multiemployer Plan, a copy of each notice received by the Borrower or any ERISA Affiliate concerning (A) the imposition of Withdrawal Liability or (B) a determination that a Multiemployer Plan is, or is would reasonably be expected to be, terminated have a Material Adverse Effect. 11 <PAGE> (d) No Company Plan is subject to section 302 of ERISA or in reorganization, both section 412 of the Code. No Company Plan is a "multiemployer plan," within the meaning of Title IV section 3(37) of ERISA.. (e) All contributions required under ERISA or the Code to have been made by CEC to each Company Plan have been timely made. (f) With respect to each Company Plan, CEC has provided or made available to Buyer true and complete copies of the following documents, to the extent applicable: (i) the most recent plan documents and all amendments thereto or a summary of any unwritten Company Plan; (ii) the most recent trust instrument and insurance contracts; (iii) the most recent Form 5500 filed with the IRS; (iv) the most recent summary plan description; and (v) the most recent determination letter issued by the IRS. Section 3.8

Employee Benefits. Each "employee pension benefit plan" (a"Pension Plan") Comply or any "employee welfare benefit plan" ("Welfare Plan") as such terms are defined in all material respects with the applicable provisions Sections 3(2) and 3(1), respectively, of ERISA, which is subject to ERISA and the Code maintained or contributed to by either of Campus Outfitters or Campus Textbooks and (b) furnish to the Administrative Agent (i) each company, trade or business which is treated with either of them as soon as possible after, and in any event within 30 days after any Responsible Officer of such Borrower or any ERISA Affiliate knows or has reason to know that, any Reportable Event has occurred that alone or together with any other Reportable Event could reasonably be expected to result in liability of such Borrower to the PBGC in an aggregate amount exceeding $10,000,000, a statement member of a Financial Officer setting forth details as controlled group of corporations or trades or business under common control pursuant to such Reportable Event and the action that the Borrower proposes to take with respect thereto, together with a copy of the notice, if any, of such Reportable Event given to the PBGCCode Section 414(b), (ii) promptly after receipt thereofc), a copy of any notice that the Borrower or any ERISA Affiliate may receive from the PBGC relating to the intention of the PBGC to terminate any Plan or Plans (other than a Plan maintained by an ERISA Affiliate that is considered an ERISA Affiliate only pursuant to subsection (m) or (o) (an "ERISA Affiliate") for Employees are disclosed on Schedule 4.15(a) (collectively the "Plans"). Each severance, stock option, payroll practice, vacation pay, holiday pay, sick pay, bonus, profit sharing, equity appreciation or other similar plan, practice or arrangement providing benefits to Employees is set forth on Schedule 4.15(a) (each a "Benefit Arrangement"). Each Benefit Arrangement and each Plan are collectively and individually referred to herein as an "Employee Plan". Each Employee Plan has in all material respects been maintained in compliance with its terms and all material provisions of Code Section 414ERISA, the Code, and other Legal Requirements applicable thereto. Each Pension Plan which is intended to be "qualified" within the meaning of Sections 401(a) or to appoint a trustee to administer any such Plan, (iii) within 10 days after the due date for filing with the PBGC pursuant to Section 412(nand 501(a) of the Code a notice has been determined by the IRS to be so qualified and Sellers knows of failure no facts which would indicate that the qualified status of each such Pension Plan or the tax exempt status of each trust created thereunder has been adversely affected. No Employee Plan is currently subject to make a required installment an audit or other payment with respect investigation by the IRS, the Department of Labor, the Pension Benefit Guaranty Corporation or any other Governmental Authority or subject to a Planany law suits, a statement of a Financial Officer setting forth details as to such failure and the action that such Borrower proposes to take with respect theretocomplaints, together with a copy claims or legal proceedings of any such notice given kind. No Pension Plan is subject to the PBGC and (iv) promptly and in any event within 30 days after receipt thereof by the Borrower or any ERISA Affiliate from the sponsor of a Multiemployer Plan, a copy of each notice received by the Borrower or any ERISA Affiliate concerning (A) the imposition of Withdrawal Liability or (B) a determination that a Multiemployer Plan is, or is expected to be, terminated or in reorganization, both within the meaning of Title IV of ERISA or the funding requirements of Section 412 of the Code or is a multiemployer plan as defined in Section 3(37) of ERISA. Except as disclosed on Schedule 4.15(d), all contributions and/or premiums required to be paid under the terms of each Employee Plan have been made or will be made as of the Closing Date.

Employee Benefits. (a) Comply in all material respects with the applicable provisions of ERISA and the Code (except where any failure to comply could not reasonably be expected to result in a Material Adverse Effect), and (b) furnish to the Administrative Agent MLC (ia) as soon as possible after, and in any event within 30 5 days after any Responsible Officer of such Borrower any Company or any ERISA Affiliate Affiliates of any Company knows or has reason to know that, any Reportable ERISA Event has occurred that or could be reasonably expected to occur that, alone or together with any other Reportable ERISA Event could reasonably be expected to result in liability of such Borrower to the PBGC Companies or any of their ERISA Affiliates in an aggregate amount exceeding $10,000,000[**] or the imposition of a Lien on the assets of any Transaction Party, a statement of a Financial Officer of PESRM setting forth details as to such Reportable ERISA Event and the action (if any) that the Borrower proposes Companies propose to take with respect thereto, together (b) upon request by MLC, copies of (i) the most recent annual report (Form 5500 Series) filed by any Company or any ERISA Affiliate with a copy the Department of the notice, if any, of such Reportable Event given Labor with respect to the PBGCany Plan, (ii) promptly after receipt thereof, a copy of any notice that the Borrower or any ERISA Affiliate may receive from the PBGC relating to the intention of the PBGC to terminate any Plan or Plans (other than a Plan maintained by an ERISA Affiliate that is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Code Section 414) or to appoint a trustee to administer any such most recent actuarial valuation report for each Pension Plan, (iii) within 10 days after the due date for filing with the PBGC pursuant to Section 412(n) of the Code a notice of failure to make a required installment or other payment with respect to a Plan, a statement of a Financial Officer setting forth details as to such failure and the action that such Borrower proposes to take with respect thereto, together with a copy of all notices received by any such notice given to the PBGC and (iv) promptly and in any event within 30 days after receipt thereof by the Borrower Company or any ERISA Affiliate from a Multiemployer Plan sponsor or any governmental agency concerning an ERISA Event, and (iv) such other documents or governmental reports or filings relating to any Plan as MLC shall reasonably request and (c) promptly following any request therefor, copies of (i) any documents described in Section 101(k) ** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 103 of ERISA that any Company or its ERISA Affiliate may request with respect to any Multiemployer Plan and (ii) any notices described in Section 101(1) of ERISA that any Company or its ERISA Affiliate may request with respect to any Multiemployer Plan; provided, that if any Company or its ERISA Affiliate has not requested such documents or notices from the administrator or sponsor of a the applicable Multiemployer Plan, a copy of each notice received by the Borrower applicable Company or any ERISA Affiliate concerning (A) the imposition shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of Withdrawal Liability or (B) a determination that a Multiemployer Plan is, or is expected to be, terminated or in reorganization, both within the meaning of Title IV of ERISAsuch documents and notices promptly after receipt thereof.

Employee Benefits. With respect to all MeriStar Benefit Plans (as defined below), except for such matters, as, individually or in the aggregate, could not reasonably be expected to have a MeriStar Material Adverse Effect, (a) Comply in all material respects with the applicable provisions each MeriStar Benefit Plan and any related trust intended to be qualified under Sections 401(a) and 501(a) of ERISA and the Code and (b) furnish has received a favorable determination letter from the IRS that it is so qualified and, to the Administrative Agent (i) as soon as possible afterKnowledge of MeriStar, and in any event within 30 days after any Responsible Officer nothing has occurred since the date of such Borrower or any ERISA Affiliate knows or has reason to know that, any Reportable Event has occurred letter that alone or together with any other Reportable Event could reasonably be expected to result in liability materially adversely affect the qualified status of such Borrower MeriStar Benefit Plan or related trust, (b) each MeriStar Benefit Plan has been operated in all material respects in accordance with its terms and with the terms and requirements of applicable law and all required returns and filings for each MeriStar Benefit Plan have been timely made, (c) neither MeriStar nor any MeriStar Subsidiary has incurred any tax, fine, lien, penalty or other liability imposed under ERISA (defined below), the Code or other applicable laws, rules and regulations, in connection with any MeriStar Benefit Plan, and no administrative investigation, audit or other administrative proceeding by the Department of Labor, the Pension Benefit Guaranty Corporation, the Internal Revenue Service or other governmental agencies are pending, in progress or, to the PBGC Knowledge of MeriStar or any MeriStar Subsidiary, threatened, and no fact or event exists that could reasonably be expected to give rise to any such material liability, (d) all contributions due and payable on or before the date hereof in an aggregate amount exceeding $10,000,000respect of each MeriStar Benefit Plan have been made in full and in proper form, (e) neither MeriStar nor any MeriStar Subsidiary has ever sponsored or been obligated to contribute to any "multiemployer plan" (as defined in Section 3(37) of ERISA), any plan subject to Section 413 of the Code, or any "defined benefit plan" (as defined in Section 3(35) of ERISA), (f) except as otherwise required under ERISA, the Code and applicable laws, no MeriStar Benefit Plan currently or previously maintained by MeriStar or any MeriStar Subsidiary provides any post-employment health or life insurance coverage or benefits, except as required under Section 4980B of the Code; (g) neither MeriStar, nor any MeriStar Subsidiary, is a statement member of a Financial Officer setting forth details "Controlled Group" (defined as to such Reportable Event and any organization which is a member of a controlled group of organizations within the action that the Borrower proposes to take with respect thereto, together with a copy meaning of the notice, if any, of such Reportable Event given to the PBGCCode Section 414(b), (ii) promptly after receipt thereofc), a copy of any notice that the Borrower or any ERISA Affiliate may receive from the PBGC relating to the intention of the PBGC to terminate any Plan or Plans (other than a Plan maintained by an ERISA Affiliate that is considered an ERISA Affiliate only pursuant to subsection (m) or (o)), which has members other than themselves; (h) all material reporting, disclosure and notice obligations imposed under ERISA and the Code have been satisfied with respect to each MeriStar Benefit Plan, and (i) except as set forth in Schedule 4.11 to the MeriStar Disclosure Letter, no benefit or amount payable, or which may become payable in connection with the Transactions, by MeriStar or any MeriStar Subsidiary pursuant to any MeriStar Benefit Plan, agreement or contract with any employee, constitutes an "excess parachute payment" which would not be deductible by reason of Section 280G of the Code. Schedule 4.11 to the MeriStar Disclosure Letter contains a complete list of each "employee benefit plan" (within the meaning of Section 3(3) of Code the Employee Retirement Income Security Act of 1974, as amended ("ERISA") excluding "multiemployer plans" within the meaning of ERISA Section 414) 3(37)), and all stock purchase, stock option, severance, employment, change-in-control, fringe benefit, collective bargaining, bonus, incentive, deferred compensation and all other employee benefit plans, agreements, programs, policies or other arrangements, whether or not subject to appoint ERISA (including any funding mechanism therefor now in effect or required in the future as a trustee result of the transaction contemplated by this Agreement or otherwise), whether formal or informal, oral or written, legally binding or not, under which any current or former employee, officer or director of MeriStar or any MeriStar Subsidiary has any present or future right to administer benefits sponsored or maintained by MeriStar or any MeriStar Subsidiary or under which MeriStar or any MeriStar Subsidiary has had or has any present or could reasonably be expected to have any future liability. All such plans, agreements, programs, policies and arrangements shall be collectively referred to as the "MeriStar Benefit Plans." With respect to each MeriStar Benefit Plan, MeriStar has provided to FelCor a current, accurate and complete copy (or, to the extent no such copy exists, an accurate description) thereof and, to the extent applicable: (i) any related trust agreement or other funding instrument; (ii) the most recent determination letter, if applicable; (iii) within 10 days after any summary plan description and other written communications (or a description of any oral communications) by MeriStar or any MeriStar Subsidiary to their employees concerning the due date for filing with the PBGC pursuant to Section 412(n) extent of the Code benefits provided under a notice of failure to make a required installment or other payment with respect to a MeriStar Benefit Plan, a statement of a Financial Officer setting forth details as to such failure and the action that such Borrower proposes to take with respect thereto, together with a copy of any such notice given to the PBGC ; and (iv) promptly and in any event within 30 days after receipt thereof by for the Borrower or any ERISA Affiliate from the sponsor of a Multiemployer Plan, a copy of each notice received by the Borrower or any ERISA Affiliate concerning most recent year (A) the imposition of Withdrawal Liability or Form 5500 and attached schedules, (B) a determination that a Multiemployer Plan isaudited financial statements, or is expected and (C) attorney's response to be, terminated or in reorganization, both within the meaning of Title IV of ERISAan auditor's request for information.

Employee Benefits. Set forth on Schedule 2.17 hereto is a true and complete list of all material written employee benefit plans, programs, agreements, compensation commitment or arrangements entered into or contributed to by the Company in respect of or for the benefit of any employee of the Company or former employee (a) Comply "Employee Benefits"). Except as set forth on Schedule 2.17, all Employee Benefits comply in all material respects with all applicable laws, regulations or orders, are fully funded and no circumstances exist with respect to the Employee Benefits which could reasonably be expected to have a Material Adverse Effect on the Company or the Business. None of the Employee Benefits pertain to a multi-employer plan as defined in Section 414(f) of the Internal Revenue Code ("Code") or Section 4001(a)(3) of Employee Retirement Income Security Act of 1974 ("ERISA"), nor is any such plan a plan with respect to which more than one employer makes contributions within the meaning of Sections 4063 and 4064 of ERISA. With respect to such Employee Benefits: (i) a determination letter has been received to the effect that the plan is qualified under Section 401 of the Code and the trust maintained pursuant thereto is exempt from federal income taxation under Section 501 of the Code, and, to the knowledge of the Seller, nothing has occurred to cause the loss of such qualification or exemption, (ii) all contributions required by the Code to be made to the plan for the plan year most recently ended and for all prior plan years have been made prior to the date of this Agreement, and no Company has a minimum funding waiver outstanding with respect to such plan, (iii) to the Seller's knowledge the administrators or sponsors of the plan have complied in all material respects with applicable ERISA and Code requirements as to the filing of reports, returns, documents and notices with the Secretary of Labor and Secretary of the Treasury of the United States, or the furnishing of such documents to participants or beneficiaries of such plan, (iv) the Company has in all material respects discharged all duties it has to the plan under Sections 404 and 405 of ERISA, and to the knowledge of the Seller, no party whom the Company is obligated to indemnify for a breach of those provisions has committed any such breach, (v) all amendments required to be adopted as of the date of this Agreement to bring the plan into conformity with any of the applicable provisions of ERISA or the Code have been timely and duly adopted, and the Code and (b) furnish to the Administrative Agent (i) as soon as possible afteramendments have been, and in any event within 30 days after any Responsible Officer of such Borrower or any ERISA Affiliate knows or has reason to know thatwill be, any Reportable Event has occurred that alone or together with any other Reportable Event could reasonably be expected to result in liability of such Borrower to the PBGC in an aggregate amount exceeding $10,000,000, a statement of a Financial Officer setting forth details as to such Reportable Event and the action that the Borrower proposes to take with respect thereto, together with a copy of the notice, if any, of such Reportable Event given to the PBGC, (ii) promptly after receipt thereof, a copy of any notice that the Borrower or any ERISA Affiliate may receive from the PBGC relating to the intention of the PBGC to terminate any Plan or Plans (other than a Plan maintained by an ERISA Affiliate that is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Code timely filed under Section 414) or to appoint a trustee to administer any such Plan, (iii) within 10 days after the due date for filing with the PBGC pursuant to Section 412(n401(b) of the Code for a notice favorable determination letter thereon, (vi) any bonding required by applicable provisions of failure to make a required installment or other payment ERISA with respect to a Planthe plan has been obtained and is in full force and effect, a statement of a Financial Officer setting forth details as to such failure and the action that such Borrower proposes to take with respect thereto, together with a copy of any such notice given to the PBGC and (ivvii) promptly and in any event within 30 days after receipt thereof by if the Borrower or any ERISA Affiliate from the sponsor of a Multiemployer Plan, a copy of each notice received by the Borrower or any ERISA Affiliate concerning (A) the imposition of Withdrawal Liability or (B) a determination that a Multiemployer Plan is, or plan is expected subject to be, terminated or in reorganization, both within the meaning of Title IV of ERISA, the Company has no outstanding liability or funding obligations to the Pension Benefit Guaranty Corporation with respect to the plan other than for the payment of premiums.

Employee Benefits. (a) Comply in all material respects with the applicable provisions of ERISA and the Code and (b) furnish Cause to the be delivered to Administrative Agent Agent: (i) as soon as possible afterpromptly, and in any event within 30 days ten (10) Business Days after any Responsible Officer of such Borrower or any ERISA Affiliate of its Subsidiaries knows or has reason to know that, any Reportable that an ERISA Event has occurred that alone has resulted in or together with any other Reportable Event reasonably could reasonably be expected to result in liability of such Borrower to the PBGC in an aggregate amount exceeding $10,000,000a Material Adverse Change, a written statement of a Financial Officer setting forth details as to the chief financial officer of Borrower describing such Reportable ERISA Event and the any action that the Borrower proposes to take is being taking with respect theretothereto by Borrower, together with a copy any such Subsidiary or ERISA Affiliate, and any action taken or threatened by the IRS, Department of Labor, or PBGC. Borrower or such Subsidiary, as applicable, shall be deemed to know all facts known by the notice, if any, administrator of such Reportable Event given to any Benefit Plan of which it is the PBGCplan sponsor, (ii) promptly promptly, and in any event within three (3) Business Days after receipt thereofthe filing thereof with the IRS, a copy of each funding waiver request filed with respect to any notice Benefit Plan and all communications received by Borrower, any of its Subsidiaries or, to the knowledge of Borrower, any ERISA Affiliate with respect to such request, and (iii) promptly, and in any event within three (3) Business Days after receipt by Borrower, any of its Subsidiaries or, to the knowledge of Borrower, any ERISA Affiliate, of the PBGC’s intention to terminate a Benefit Plan or to have a trustee appointed to administer a Benefit Plan, copies of each such notice. Cause to be delivered to Administrative Agent, upon Administrative Agent’s request, each of the following: (i) a copy of each Plan (or, where any such plan is not in writing, complete description thereof) (and if applicable, related trust agreements or other funding instruments) and all amendments thereto, all written interpretations thereof and written descriptions thereof that have been distributed to employees or former employees of Borrower or its Subsidiaries; (ii) the most recent determination letter issued by the IRS with respect to each Benefit Plan; (iii) for the three most recent plan years, annual reports on Form 5500 Series required to be filed with any governmental agency for each Benefit Plan; (iv) all actuarial reports prepared for the last three plan years for each Benefit Plan; (v) a listing of all Multiemployer Plans, with the aggregate amount of the most recent annual contributions required to be made by Borrower or any ERISA Affiliate may receive from the PBGC relating to the intention each such plan and copies of the PBGC collective bargaining agreements requiring such contributions; (vi) any information that has been provided to terminate any Plan or Plans (other than a Plan maintained by an ERISA Affiliate that is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Code Section 414) or to appoint a trustee to administer any such Plan, (iii) within 10 days after the due date for filing with the PBGC pursuant to Section 412(n) of the Code a notice of failure to make a required installment or other payment with respect to a Plan, a statement of a Financial Officer setting forth details as to such failure and the action that such Borrower proposes to take with respect thereto, together with a copy of any such notice given to the PBGC and (iv) promptly and in any event within 30 days after receipt thereof by the Borrower or any ERISA Affiliate regarding withdrawal liability under any Multiemployer Plan; and (vii) the aggregate amount of the most recent annual payments made to former employees of Borrower or its Subsidiaries under any Retiree Health Plan. 76 LOAN AGREEMENT Oil and Gas Property Title Information. On or before delivery to Administrative Agent of each Reserve Report required after the Closing Date by Section 2.2 or Section 6.2, and, to the extent not already provided pursuant to Section 6.13, Borrower will provide Administrative Agent with title opinions or other title information acceptable to Administrative Agent covering the Oil and Gas Property Collateral acquired after the Closing Date so that at all times the value of Proved Developed Reserves for which title opinions or other title information acceptable to Administrative Agent shall equal or exceed eighty percent (80%) of the NYMEX Value. Borrower shall cure all title defects or exceptions which are not Permitted Liens, or substitute acceptable Oil and Gas Property Collateral with no title defects or exceptions except for Permitted Liens covering Oil and Gas Property Collateral of an equivalent value, within 30 days after a request by Administrative Agent to cure such defects or exceptions. If the Borrower is unable to cure any title defect requested by Administrative Agent to be cured within the 30 day period, such failure to cure shall not be a Default or an Event of Default, but instead such Property shall remain excluded from the sponsor Borrowing Base as provided in Section 2.2 until such time as title is satisfactory to Administrative Agent. Upon the discovery of any title defect or exception which is not a Multiemployer PlanPermitted Lien, Administrative Agent shall have the right to exercise the right to remedy such title defect or exception in its sole discretion from time to time (and any failure to so exercise this remedy at any time shall not be a copy waiver as to future exercise of each notice received the remedy by the Borrower or any ERISA Affiliate concerning (A) the imposition of Withdrawal Liability or (B) a determination that a Multiemployer Plan is, or is expected to be, terminated or in reorganization, both within the meaning of Title IV of ERISAAdministrative Agent).

Employee Benefits. (a) Comply in all material respects with the applicable provisions of ERISA and the Code with respect to the employee benefit plans (as defined in Section 3(3) of ERISA) of the Borrower and (b) the ERISA Affiliates; and furnish to the Administrative Agent (i) as soon as possible after, and in any event within 30 days five (5) Business Days after any Responsible Officer of such the Borrower or any ERISA Affiliate knows or has reason to know that, that any Reportable Event has occurred that alone or together with any other Reportable Event could reasonably be expected to result in liability of such the Borrower or any ERISA Affiliate to the PBGC in an aggregate amount exceeding $10,000,0001,000,000, a statement of a Financial Officer setting forth details as to such Reportable Event and the action that the Borrower or such ERISA Affiliate proposes to take with respect thereto, together with a copy of the notice, if any, of such Reportable Event given to the PBGC, (ii) promptly after receipt thereof, a copy of any notice that the Borrower or any ERISA Affiliate may receive from the PBGC relating to the intention of the PBGC to terminate any Plan or Plans (other than a Plan maintained by an ERISA Affiliate that is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Code Section 414414 of the Code) or to appoint a trustee to administer any such Plan, (iii) within 10 days five (5) Business Days after the due date for filing with the PBGC pursuant to Section 412(n) of the Code a notice of failure to make a required installment or other payment with respect to a Plan, a statement of a Financial Officer setting forth details as to such failure and the action that such the Borrower proposes to take with respect thereto, together with a copy of any such notice given to the PBGC and PBGC, (iv) promptly and in any event within 30 days five (5) Business Days after receipt thereof by the Borrower or any ERISA Affiliate from the sponsor of a Multiemployer Plan, a copy of each notice received by the Borrower or any ERISA Affiliate concerning (A) the imposition of Withdrawal Liability or (B) a determination that a Multiemployer Plan is, or is expected to be, terminated or in reorganization, both within the meaning of Title IV of ERISA, and (v) within ten (10) days of sending or receipt by the Borrower, copies of all filings or correspondence with the Department of Labor, the PBGC or Internal Revenue Service, Employee Benefit Plan, Multiemployer Plan regarding any Plan, or regarding or disclosing any liability or potential liability or violation of law under any such employee benefit plan or any notice from the Department of Labor or Internal Revenue Service of assessment or investigation regarding a prohibited transaction under Section 4975 of the Code or Section 406 of ERISA, notice from the Internal Revenue Service of imposition of excise tax with respect to an Employee Benefit Plan, or any Form 5500 filed by the Borrower with respect to an Employee Benefit Plan which includes a qualified accountant's opinion, in any such case in clause (v) which could result in a liability in excess of $500,000 either alone or in the aggregate.

Employee Benefits. (a) Comply The Borrower shall comply in all material respects with the applicable provisions of ERISA and the provisions of the Code relating to ERISA and any applicable similar non-U.S. law and (b) furnish to the Administrative Agent Bank (i) as soon as possible after, and in any event within 30 days after any Responsible Officer executive officer of such the Borrower or any ERISA Affiliate knows or has reason to know that, any Reportable Event has occurred that alone or together with any other Reportable Event could reasonably be expected to result in liability of such Borrower to the PBGC in an aggregate amount exceeding $10,000,000occurred, a statement of a Financial Officer the Borrower signed by its chief financial officer or treasurer setting forth details as to such Reportable Event and the action that the Borrower proposes proposed to take be taken with respect thereto, together with a copy of the notice, if any, of such Reportable Event given to the PBGC, (ii) promptly after any such executive officer learns of receipt thereof, a copy of any notice that the Borrower or any ERISA Affiliate may receive from the PBGC relating to the intention of the PBGC to terminate any Plan or Plans (other than a Plan maintained by an ERISA Affiliate that is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Code Section 414) or to appoint a trustee to administer any such Plan, (iii) within 10 30 days after the due date for filing with the PBGC pursuant to Section 412(n) of the Code a notice of failure to make a required installment or other payment with respect to a Plan, a statement of a Financial Officer the Borrower signed by its chief financial officer or treasurer setting forth details as to such failure and the action that such Borrower proposes proposed to take be taken with respect thereto, together with a copy of any such notice given to the PBGC and (iv) promptly after any such executive officer learns thereof and in any event within 30 days after receipt thereof by the Borrower or any ERISA Affiliate from the sponsor of a Multiemployer Plan, a copy of each notice received by the Borrower or any ERISA Affiliate concerning (A) the imposition of Withdrawal Liability or (B) a determination that a Multiemployer Plan is, or is expected to be, terminated or in reorganization, both in each case within the meaning of Title IV of ERISA.

Employee Benefits. (a) Comply in all material respects with With respect to each Employee Benefit Plan (other than any “multiemployer plan” within the applicable provisions meaning of ERISA Section 3(37)) and all stock purchase, stock option, severance, employment, change in-control, fringe benefit, bonus, incentive, deferred compensation and other material employee benefit plans, agreements, programs, policies or other arrangements, whether or not subject to ERISA, whether formal or informal, oral or written, legally binding or not, under which any Company Employee has any present or future right to benefits, maintained or contributed to by the Code and Company or any of its Subsidiaries or under which the Company or any of its Subsidiaries has any present or future liability (b) furnish the “Company Benefit Plans”), no event has occurred and, to the Administrative Agent (i) as soon as possible afterKnowledge of the Company, and there exists no condition or set of circumstances, in any event within 30 days after any Responsible Officer of such Borrower connection with which the Company or any ERISA Affiliate knows of its Subsidiaries could be subject to any liability (other than a claim for benefits or has reason to know that, any Reportable Event has occurred other event in the ordinary course of business) that alone or together with any other Reportable Event could would reasonably be expected to result have, individually or in the aggregate, a Material Adverse Effect. Each Company Benefit Plan has been operated, funded and administered in compliance with its terms and with all applicable requirements of Law, including ERISA and the Code, except as would not subject the Company or any of its Subsidiaries to any liability that has had or would be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on the Company. Except as has not had and would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on the Company, none of such Borrower the Company, any of its Subsidiaries, any officer of the Company or any of its Subsidiaries or any Company Benefit Plan that is subject to ERISA, or, to the PBGC Knowledge of the Company, any trust created thereunder or any trustee or administrator thereof, has engaged in an aggregate amount exceeding $10,000,000a nonexempt “prohibited transaction” (as such term is defined in Section 406 of ERISA and Section 4975 of the Code). Except as has not had and would not be reasonably likely to have, individually or in the aggregate, a statement Material Adverse Effect on the Company, no “accumulated funding deficiency” (as such term is defined in Section 302 of a Financial Officer setting forth details as to such Reportable Event ERISA and the action that the Borrower proposes to take with respect thereto, together with a copy of the notice, if any, of such Reportable Event given to the PBGC, (ii) promptly after receipt thereof, a copy of any notice that the Borrower or any ERISA Affiliate may receive from the PBGC relating to the intention of the PBGC to terminate any Plan or Plans (other than a Plan maintained by an ERISA Affiliate that is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Code Section 414) or to appoint a trustee to administer any such Plan, (iii) within 10 days after the due date for filing with the PBGC pursuant to Section 412(n) 412 of the Code a notice of failure to make a required installment (whether or other payment not waived)) has occurred with respect to a any Company Benefit Plan, a statement of a Financial Officer setting forth details as to such failure and the action that such Borrower proposes to take with respect thereto, together with a copy of any such notice given to the PBGC and (iv) promptly and in any event within 30 days after receipt thereof by the Borrower or any ERISA Affiliate from the sponsor of a Multiemployer Plan, a copy of each notice received by the Borrower or any ERISA Affiliate concerning (A) the imposition of Withdrawal Liability or (B) a determination that a Multiemployer Plan is, or is expected to be, terminated or in reorganization, both within the meaning of Title IV of ERISA.

Employee Benefits. (a) Comply in all material respects with the applicable provisions of ERISA and the provisions of the Code relating to ERISA and any applicable similar non-U.S. law, except to the extent that the failure to comply with this subsection would not reasonably be expected to have a Material Adverse Effect and (b) furnish to the Administrative Agent (i) as soon as possible after, and in any event within 30 days after any Responsible Officer of such Holdings, the Borrower or any ERISA Affiliate knows or has reason to know that, any Reportable Event has occurred that alone or together with any other Reportable Event could reasonably be expected to result in liability of such Borrower to the PBGC in an aggregate amount exceeding $10,000,000occurred, a statement of a Financial Officer setting forth details as to such Reportable Event and the action that the Borrower proposes proposed to take be taken with respect thereto, together with a copy of the notice, if any, of such Reportable Event given to the PBGC, (ii) promptly after any Responsible Officer learns of receipt thereof, a copy of any notice that the Borrower or any ERISA Affiliate may receive from the PBGC relating to the intention of the PBGC to terminate any Plan or Plans (other than a Plan maintained by an ERISA Affiliate that is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Code Section 414) or to appoint a trustee to administer any such Plan, (iii) within 10 30 days after the due date for filing with the PBGC pursuant to Section 412(n) of the Code a notice of failure to make a required installment or other payment with respect to a Plan, a statement of a Financial Officer setting forth details as to such failure and the action that such Borrower proposes proposed to take be taken with respect thereto, together with a copy of any such notice given to the PBGC and PBGC, (iv) promptly after the filing of an application for a waiver of the minimum funding standard, and promptly after the grant of such a waiver, a statement of a Financial Officer setting forth details as to such waiver, (v) promptly after any Responsible Officer learns thereof and in any event within 30 days after receipt thereof by Holdings, the Borrower or any ERISA Affiliate from the sponsor of a Multiemployer Plan, a copy of each notice received by Holdings, the Borrower or any ERISA Affiliate concerning (A) the imposition of Withdrawal Liability or (B) a determination that a Multiemployer Plan is, or is reasonably expected to be, terminated terminated, insolvent or in reorganization, both in each case within the meaning of Title IV of ERISA, and (vi) promptly after any Responsible Officer learns of any other event, transaction or condition that could result in the incurrence of any liability by Holdings, the Borrower or any ERISA Affiliate pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee pension benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of Holdings, the Borrower or any ERISA Affiliate pursuant to Title I or IV of ERISA or such penalty or excise tax provisions, a statement of a Financial Officer setting forth the nature thereof and the action, if any, proposed to be taken with respect thereto; provided that in the case of each of clauses (i) through (vi) above, notice to the Administrative Agent shall only be required if such event or condition, together with all other events or conditions referred to in clauses (i) through (vi) above, could reasonably be expected to result in liability of Holdings, the Borrower or any Subsidiary in an aggregate amount exceeding $2,000,000.

Employee Benefits. (aSection 5.06 With respect to each Employee Benefit Plan and Foreign Plan, comply in(a) Comply in all material respects with the applicable provisions of ERISA and ERISA, the Code and (b) furnish applicable Requirements of Law except where the failure to do so would not reasonably be expected to result in a Material Adverse Effect; and Furnish to the Administrative Agent (ix) as soon as possible reasonably practicable(b) after, and in any event within 30 10 days (or such later date as may be agreed to by the Administrative Agent in its sole discretion) after any Responsible Officer of such the Borrower or any ERISA Affiliate of its Subsidiaries knows or has reason to know that any failures to meet funding or other applicable Requirements of Law with respect to Foreign Plans has occurred that, any Reportable Event has occurred that alone or together with any other Reportable Event could such noncompliance event with respect to Foreign Plans, would reasonably be expected to result in liability of such the Borrower or any of its Subsidiaries which would reasonably be expected to the PBGC in an aggregate amount exceeding $10,000,000have a Material Adverse Effect, a statement of a Financial Responsible Officer of the Borrower setting forth details as to such Reportable Event noncompliance event with respect to Foreign Plans and the action action, if any, that the Borrower proposes Group Members propose to take with respect thereto, together with a copy (y) upon reasonable request by the Administrative Agent, copies of the notice, if any, of such Reportable Event given (i) each Schedule B (Actuarial Information) to the PBGC, annual report (iiForm 5500 Series) promptly after receipt thereof, a copy of filed by any notice that the Borrower Group Members or any ERISA Affiliate may receive from thereof with the PBGC relating Internal Revenue Service with respect to each Plan; (ii) the intention of the PBGC to terminate any most recent actuarial valuation report for each Plan or Plans (other than a Plan maintained by an ERISA Affiliate that is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Code Section 414) or to appoint a trustee to administer any such Foreign Plan, ; (iii) within 10 days after the due date for filing with the PBGC pursuant to Section 412(n) of the Code a notice of failure to make a required installment or other payment with respect to a Plan, a statement of a Financial Officer setting forth details as to such failure and the action that such Borrower proposes to take with respect thereto, together with a copy of any such notice given to the PBGC and (iv) promptly and in any event within 30 days after receipt thereof by the Borrower or any ERISA Affiliate from the sponsor of a Multiemployer Plan, a copy of each notice all notices received by the Borrower or any ERISA Affiliate concerning (A) the imposition of Withdrawal Liability or (B) a determination that its Subsidiaries from a Multiemployer Plan issponsor or any Governmental Authority concerning an ERISA Event or such noncompliance event with respect to Foreign Plans; and (iv) such other documents or governmental reports or filings relating to any Plan or Foreign Plan in each case, that is sponsored by, or is expected contributed to beby, terminated the Borrower or a Subsidiary of the Borrower, as have been received by the Borrower or a Subsidiary of the Borrower and that the Administrative Agent shall reasonably request and (z) promptly following any request therefor, copies of (i) any documents described in reorganizationSection 101(k) of ERISA that the Borrower or any of its Subsidiaries has received with respect to any Multiemployer Plan and (ii) any notices described in Section 101(1) of ERISA that the Borrower or any of its Subsidiaries has received with respect to any Multiemployer Plan; provided that if any Group Member has not received such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, both within upon the meaning Administrative Agent’s reasonable request, the applicable Group Member shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of Title IV such documents and notices promptly after receipt thereof; and provided further, the obligations of ERISA.the Group Members under this Section shall be subject to applicable Requirements of Law, including protection of data privacy. Maintaining Records; Access to Properties and Inspections. EachSection 5.07 Group Member will permit any representatives designated by the Administrative Agent to visit during its regular business hours and with reasonable advance written notice thereof (provided that no such advance notice shall be required during the continuance of an Event of Default) and inspect (subject to the rights of lessees or sublessees thereof and subject to any restrictions or limitations in the applicable lease, sublease or other written occupancy arrangement pursuant to 136 US-DOCS\121951479.16133960081.2

Employee Benefits. (a) Comply Section 4.18 of the Acquired Entity Disclosure Schedule is a list of all plans and other arrangements which provide compensation or benefits to officers, directors or consultants or employee benefits to employees of the Acquired Entity, including, without limitation, all "employee benefit plans" as defined in Section 3(3) or ERISA, and all bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance and other similar fringe or employee benefit plans, and all employment or executive compensation agreements (collectively, the "Acquired Entity Plans"), All Acquired Entity Plans comply with and are and have been operated in material compliance with each applicable provision of ER ISA, the Code, other federal statutes, state law (including, without limitation, state insurance law) and the regulations and rules promulgated pursuant thereto or in connection therewith to the extent applicable to such Acquired Entity Plans. Neither the Acquired Entity nor any member of the same controlled group of businesses as the Acquired Entity within the meaning of Section 4001(a)(14) of ERISA (an "ERISA Affiliate") is or ever was a sponsor or obligated to contribute to any plan covered by Title IV or ERISA or Section 412 of the Code, or any "multiemployer plan," within the meaning of Section 3(37) of ERISA. Each Acquired Entity Plan which is required to comply with the provisions of Sections 4980B and 4980C of the Code, or with the requirements referred to in Section 4980D(a) of the Code, has complied in all material respects respects, and, except as required by suc• sections of the Code, no Acquired Entity Plan which is a "welfare benefit plan," as defined in Section 3(1) of ERISA, provides for post-employment benefits. Notwithstanding any statement or indication in this Agreement to the contrary, to the Knowledge of Acquired Entity, there are no Acquired Entity Plans which the Acquired Entity or Buyer will not be able to terminate (or in which the Acquired Entity or Buyer will not be able to terminate the participation of their employees) immediately after the Closing in accordance with their terms and ERISA, and without incurring any expenses (including, but not limited to, loads or termination charges imposed with respect to insurance policies or mutual funds used to fund such Acquired Entity Plans), other than administrative expenses in connection with such termination. Neither the Acquired Entity nor any ERISA Affiliate has failed to make any material contributions or to pay any material amounts due and owing as required by the terms of any Acquired Entity Plan. Each Acquired Entity Plan which is intended to be a qualified plan under Section 401(a) of the Code has been provided a copy of an opinion letter from the Internal Revenue Service (the "Opinion Letter") to Alliance Benefit Group Carolinas LLC, the sponsor of the prototype plan, and has been operated substantially in accordance with its terms and with the applicable provisions of ERISA and the Code and (bCode. No amounts payable under the Acquired Entity Plans will fail to be deductible for federal income tax purposes by virtue of Sections 162(m) furnish or 280G of the Code. Other than routine claims for benefits under the Acquired Entity Plans, there are no pending, or to the Administrative Agent (i) as soon as possible afterbest Knowledge of the Acquired Entity, and in threatened investigations, proceedings, claims, lawsuits, disputes, actions, audits or controversies involving the Acquired Entity Plans or the Fiduciaries, administrators, or trustees of any event within 30 days after any Responsible Officer of such Borrower the Acquired Entity Plans or the Acquired Entity or any ERISA Affiliate knows of either as the employer or has reason to know thatsponsor under any Acquired Entity Plan, with any of the Internal Revenue Service, the Department of Labor, the Pension Benefit Guaranty Corporation, any Reportable Event has occurred that alone participant in or together with beneficiary of any Acquired Entity Plan or any other Reportable Event could reasonably be expected Person whomsoever. The Seller has no Knowledge of any reasonable basis for any such claim, lawsuit, dispute, action or controversy. The Acquired Entity has delivered to result Buyer true and complete copies of: (i) each Acquired Entity Plan and any related funding agreements thereto (including insurance contracts) including all amendments, all of which are legally valid and binding and in liability of such Borrower to the PBGC in an aggregate amount exceeding $10,000,000, a statement of a Financial Officer setting forth details as to such Reportable Event full force and the action that the Borrower proposes to take with respect thereto, together with a copy of the notice, if any, of such Reportable Event given to the PBGCeffect and there are no defaults thereunder, (ii) promptly after receipt thereof, a copy the currently effective Summary Plan Description pertaining to each of any notice that the Borrower or any ERISA Affiliate may receive from the PBGC relating to the intention of the PBGC to terminate any Plan or Plans (other than a Plan maintained by an ERISA Affiliate that is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Code Section 414) or to appoint a trustee to administer any such Acquired Entity Plan, (iii) within 10 days after the due date three most recent annual reports for filing with the PBGC pursuant to Section 412(n) of the Code a notice of failure to make a required installment or other payment with respect to a PlanAcquired Entity Plans (including all relevant schedules), a statement of a Financial Officer setting forth details as to such failure and the action that such Borrower proposes to take with respect thereto, together with a copy of any such notice given to the PBGC and (iv) promptly the Opinion Letter, and in (v) financial statements for each funded Acquired Entity Plan. The Acquired Entity is not party nor subject to any event within 30 days after receipt thereof agreement, contract or other obligation which would require the making of any payment, other than payments as contemplated by this Agreement, to any employee of the Borrower Acquired Entity or to any ERISA Affiliate from other Person as a result of the sponsor consummation of a Multiemployer Plan, a copy of each notice received by the Borrower or any ERISA Affiliate concerning (A) the imposition of Withdrawal Liability or (B) a determination that a Multiemployer Plan is, or is expected to be, terminated or in reorganization, both within the meaning of Title IV of ERISAtransactions contemplated herein.

Employee Benefits. All capitalized terms used in this SECTION 2.15 but not defined in this Section 2.15 or elsewhere in this Agreement shall have the meanings set forth in ERISA or the IRC. The Company has listed in SCHEDULE 2.15 (a"Employee Benefits") Comply and has delivered or made available to the Buyer true and complete copies of all Employee Plans and related documents, established, maintained or contributed to by the Acquired Companies (which shall include for this purpose and for the purpose of all of the representations in this SECTION 2.15, each Acquired Company and all material respects employers, whether or not incorporated, that are treated together with the applicable provisions Acquired Companies as a single employer with the meaning of IRC Section 414). Where applicable, each Employee Plan: (i) has been administered in material compliance with the terms of such Employee Plan and the requirements of ERISA and the Code IRC; and (bii) furnish is in material compliance with the reporting and disclosure requirements of ERISA and the IRC. The Acquired Companies do not maintain or contribute to, and have never maintained or contributed to, an Employee Plan subject to the Administrative Agent Title IV of ERISA or a "multiemployer plan." There are no facts relating to any Employee Plan that (i) as soon as possible after, and have resulted in any event within 30 days after any Responsible Officer a "prohibited transaction" of such Borrower a material nature or any ERISA Affiliate knows have resulted or has reason to know that, any Reportable Event has occurred that alone or together with any other Reportable Event could is reasonably be expected likely to result in liability of such Borrower to the PBGC in an aggregate amount exceeding $10,000,000, a statement imposition of a Financial Officer setting forth details as material excise tax, penalty or liability pursuant to such Reportable Event and the action that the Borrower proposes to take with respect thereto, together with a copy of the notice, if any, of such Reportable Event given to the PBGCIRC Section 4975, (ii) promptly after receipt thereofhave resulted in a material breach of fiduciary duty or violation of Part 4 of Title I of ERISA, a copy or (iii) have resulted or could result in any material liability (whether or not asserted as of any notice that the Borrower date hereof) of the Acquired Companies or any ERISA Affiliate may receive affiliate pursuant to IRC Section 412 arising under or related to any event, act or omission occurring on or prior to the date hereof. Each Employee Plan that is intended to qualify under IRC Section 401(a) or to be exempt under IRC Section 501(c)(g) is so qualified or exempt as of the date hereof in each case as such Employee Plan has received favorable determination letters from the PBGC relating IRS with respect thereto. To the Knowledge of the Seller and each Acquired Company, the amendments to and operation of any Employee Plan subsequent to the intention issuance of such determination letters do not adversely affect the qualified status of any such Employee Plan. No Employee Plan has an "accumulated funding deficiency" as of the PBGC to terminate date hereof, whether or not waived, and no waiver has been applied for. Each Acquired Company has made no promises or incurred any liability under any Employee Plan or Plans otherwise to provide health or other welfare benefits to former employees of each Acquired Company, except as specifically required by law. There are no pending or, to the Knowledge of the Seller and each Acquired Company, threatened claims (other than a Plan maintained by an ERISA Affiliate that is considered an ERISA Affiliate only pursuant to subsection (mroutine claims for benefit) or (o) of Code Section 414) or to appoint a trustee to administer any such Plan, (iii) within 10 days after the due date for filing with the PBGC pursuant to Section 412(n) of the Code a notice of failure to make a required installment or other payment lawsuits with respect to a Plan, a statement of a Financial Officer setting forth details as to such failure and the action that such Borrower proposes to take with respect thereto, together with a copy of any such notice given to the PBGC and (iv) promptly and in any event within 30 days after receipt thereof by the Borrower or any ERISA Affiliate from the sponsor of a Multiemployer Plan, a copy of each notice received by the Borrower or any ERISA Affiliate concerning (A) the imposition of Withdrawal Liability or (B) a determination that a Multiemployer Plan is, or is expected to be, terminated or in reorganization, both within the meaning of Title IV of ERISAAcquired Companies Employee Plans.

Employee Benefits. (a) Comply Section 2.17 of the Disclosure Schedule lists each Employee Benefit Plan that the Company maintains or to which the Company contributes. The Company has not engaged in all material respects with any transaction that would cause the applicable provisions Company to be subject to any liability under section 4069 of ERISA. The Company has not incurred any liability under Title IV of ERISA, section 302 of ERISA or sections 412 and 4971 of the Code and (b) furnish that could reasonably be expected to become a liability of the Administrative Agent (i) as soon as possible afterCompany following the Closing, and in any no event within 30 days after any Responsible Officer of such Borrower or any ERISA Affiliate knows or has reason to know that, any Reportable Event has occurred with respect to any Employee Benefit Plan that alone or together with any other Reportable Event could reasonably be expected to result in any such liability of such Borrower to the PBGC in an aggregate amount exceeding $10,000,000, a statement of a Financial Officer setting forth details as to such Reportable Event and the action that the Borrower proposes to take with respect thereto, together with a copy Company. No Employee Benefit Plan of the notice, if any, of such Reportable Event given Company that is subject to the PBGC, (ii) promptly after receipt thereof, a copy minimum funding standards of any notice that the Borrower ERISA or any ERISA Affiliate may receive from the PBGC relating to the intention of the PBGC to terminate any Plan or Plans (other than a Plan maintained by an ERISA Affiliate that is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Code Section 414) or to appoint a trustee to administer any such Plan, (iii) within 10 days after the due date for filing with the PBGC pursuant to Section 412(n) of the Code a notice of failure to make a required installment or other payment with respect to a Planhas incurred an accumulated funding deficiency, a statement of a Financial Officer setting forth details as to such failure and the action that such Borrower proposes to take with respect thereto, together with a copy of any such notice given to the PBGC and (iv) promptly and in any event within 30 days after receipt thereof by the Borrower or any ERISA Affiliate from the sponsor of a Multiemployer Plan, a copy of each notice received by the Borrower or any ERISA Affiliate concerning (A) the imposition of Withdrawal Liability or (B) a determination that a Multiemployer Plan is, or is expected to be, terminated or in reorganization, both within the meaning of Title IV section 412 of the Code or section 302 of ERISA, whether or not waived. All contributions (including all employer contributions and employee salary reduction contributions) required to have been made by the Company to any Employee Benefit Plan pursuant to applicable law (including ERISA and the Code) have been made within the time prescribed by such law. Each Employee Benefit Plan of the Company has been operated and administered in all material respects in accordance with applicable laws and administrative rules and regulations Table of Contents of any governmental entity, including, but not limited to, ERISA and the Code. The Company has not engaged in any non-exempt “prohibited transactions” under section 406 of ERISA or section 4975 of the Code with respect to any Company Employee Benefit Plan in connection with which the Company would be subject to any liability. No material tax has been imposed pursuant to Section 4975 of the Code, with respect to any Company Employee Benefit Plan. Each such Company Employee Benefit Plan which is an Employee Pension Benefit Plan has received a determination letter from the Internal Revenue Service to the effect that it meets the requirements of Section 401(a) of the Code, and no event has occurred, either by reason of any action or failure to act, which would cause the loss of any such qualification. As of the last day of the most recent prior plan year, the market value of assets under each such Company Employee Benefit Plan which is an Employee Pension Benefit Plan (other than any Multiemployer Plan) equaled or exceeded the present value of liabilities thereunder (determined in accordance with then current funding assumptions).

Employee Benefits. (a) Comply in all material respects SECTION 4.21.1. For each employee of CXI and its Subsidiaries with an annual salary, as of the applicable provisions of ERISA date hereof, greater than $50,000, CXI has previously furnished GEI with an accurate and the Code and (b) furnish to the Administrative Agent complete list setting forth (i) as soon as possible after, and in any event within 30 days after any Responsible Officer the name of each such Borrower or any ERISA Affiliate knows or has reason to know that, any Reportable Event has occurred that alone or together with any other Reportable Event could reasonably be expected to result in liability of such Borrower to the PBGC in an aggregate amount exceeding $10,000,000, a statement of a Financial Officer setting forth details as to such Reportable Event and the action that the Borrower proposes to take with respect thereto, together with a copy of the notice, if any, of such Reportable Event given to the PBGCemployee, (ii) promptly after receipt thereofthe current annual salary for each such employee, a copy of any notice that the Borrower or any ERISA Affiliate may receive from the PBGC relating to the intention of the PBGC to terminate any Plan or Plans (other than a Plan maintained by an ERISA Affiliate that is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Code Section 414) or to appoint a trustee to administer any such Plan, and (iii) within 10 days after the due date profit sharing, bonus or any other form of compensation paid or payable by CXI or its Subsidiaries to or for filing the benefit of each such person for the fiscal year ended December 31, 1998, and CXI has previously furnished GEI with accurate information as to the PBGC pursuant aggregate compensation paid (including any compensation paid in the form of profit sharing, bonus or other forms) to Section 412(nall employees of CXI during the fiscal year ended December 31, 1998. Except as set forth on Schedule 4.21.1, the employees of CXI and its Subsidiaries do not participate (and have not participated in the preceding five calendar years) in any "employee benefit plan", as defined in section 3(3) of ERISA, nor in any other retirement, profit-sharing, deferred compensation, bonus, stock option, stock purchase or similar plan, program or arrangement of CXI or any Subsidiary (any of the foregoing being hereinafter referred to as a "PLAN"). Each Plan that is intended to be a qualified plan under section 401(a) of the Code a notice has been determined by the IRS to be qualified under section 401(a) of failure the Code, each trust related to make a any such Plan has been determined to be exempt from federal income tax under section 501(a) of the Code and no event has occurred or condition exists that is materially likely to adversely affect such determinations. With respect to all Plans (whether or not subject to ERISA and whether or not qualified under section 401(a) of the Code), all employer contributions (including any contributions to any trust account or payments due under any life insurance policy) previously declared or otherwise required installment by law or other payment contract to have been made have been paid and all employer contributions (including any contributions to any trust account or payments due under any life insurance policy) accrued have been paid as required by law or contract. No Prohibited Transaction that has not been corrected has occurred with respect to a any Plan, a statement of a Financial Officer setting forth details as to such failure and the action that such Borrower proposes to take with respect thereto, together with a copy of any such notice given to the PBGC and (iv) promptly and in any event within 30 days after receipt thereof by the Borrower or any ERISA Affiliate from the sponsor of a Multiemployer Plan, a copy of each notice received by the Borrower or any ERISA Affiliate concerning (A) the imposition of Withdrawal Liability or (B) a determination that a Multiemployer Plan is, or is expected to be, terminated or in reorganization, both within the meaning of Title IV of ERISA.

Employee Benefits. (a) Comply Part 3.11(a) of the Disclosure Letter contains a complete and accurate list of each pension, profit-sharing, deferred compensation, bonus, stock, stock option, share appreciation right, severance, group or individual health, dental, medical, life insurance, survivor benefit, vacation pay, fringe benefit, or similar plan, policy, arrangement or agreement, and each “employee benefit plan” as defined under ERISA Section 3(3), whether in all material respects with any case formal or informal, written or oral, for the applicable provisions benefit of ERISA and the Code and (b) furnish any current or former director, officer or employee of or consultant or agent to the Administrative Agent (i) as soon as possible after, and in any event within 30 days after any Responsible Officer of such Borrower Companies or any ERISA Affiliate knows of any of them, as applicable, whether or has reason not subject to know that, any Reportable Event has occurred that alone or together with any other Reportable Event could reasonably be expected to result in liability of such Borrower to the PBGC in an aggregate amount exceeding $10,000,000, a statement of a Financial Officer setting forth details as to such Reportable Event and the action ERISA that the Borrower proposes to take with respect thereto, together with a copy of the notice, if any, of such Reportable Event given to the PBGC, (ii) promptly after receipt thereof, a copy of any notice that the Borrower Companies or any ERISA Affiliate may receive of any of them maintains or maintained since February 10, 2004 and any period from the PBGC relating to the intention January 1 of the PBGC current calendar year through the Closing Date (the “Relevant Period”), participates in or participated in during the Relevant Period, contributes to terminate or has contributed to during the Relevant Period or has or has had during the Relevant Period or could have any liability under or related thereto (the foregoing plans, policies, arrangements and agreements individually an “Employee Benefit Plan,” and collectively “Employee Benefit Plans”). No Employee Benefit Plan is or Plans (other than a Plan maintained by an ERISA Affiliate that is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Code Section 414) or to appoint a trustee to administer any such Plan, (iii) within 10 days after the due date for filing with the PBGC pursuant to Section 412(n) of the Code a notice of failure to make a required installment or other payment with respect to a Plan, a statement of a Financial Officer setting forth details as to such failure and the action that such Borrower proposes to take with respect thereto, together with a copy of any such notice given to the PBGC and (iv) promptly and in any event within 30 days after receipt thereof by the Borrower or any ERISA Affiliate from the sponsor of includes a Multiemployer Plan, a copy Title IV Plan or any Qualified Plan that is subject to the minimum funding requirements of each notice received by IRC Section 412 and ERISA Section 302 (a “Minimum Funding Plan”) and the Borrower Buyer shall not incur any liability under, or related to, any Multiemployer Plan, Title IV Plan or Minimum Funding Plan as a result of the Contemplated Transactions. Except for those Employee Benefit Plans disclosed in Part 3.11(a) of the Disclosure Letter, the Companies and any ERISA Affiliate concerning of any of them have not maintained or incurred any liability under or contributed to during the Relevant Period and does not currently maintain, participate in or have any liability under or related to any Employee Benefit Plan. In addition, Part 3.11(a) of the Disclosure Letter categorizes each Employee Benefit Plan into one of the following categories: (A) the imposition of Withdrawal Liability or Employee Benefit Plans that are Qualified Plans; and (B) a determination that a Multiemployer Plan is, or is expected to be, terminated or in reorganization, both within the meaning of Title IV of ERISAOther Employee Benefit Plans.

Employee Benefits. Schedule 3.9 sets forth a complete list of all pension plans, as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended (a"ERISA"), maintained by the Company or its affiliates with respect to Employees of the Company (each, a "Pension Plan"), all welfare plans, as defined in Section 3(1) Comply of ERISA, maintained by the Company or its affiliates with respect to Employees of the Company (such welfare plans and the Pension Plans being hereinafter referred to as "ERISA Plans"), and all other income, incentive, fringe benefit, vacation, or leave plans, policies or arrangements maintained by the Company or its affiliates with respect to Employees of the Company (collectively, the "Plans"). The Company has not, since August 20, 1993, maintained or contributed, or has been required to contribute, to any "multiemployer plan" as that term is defined at Section 4001(a)(3) of ERISA or incurred, or will incur with respect to any event occurring prior to the Effective Time, any liability under Section 4062, 4063 or 4201 of ERISA. Each Pension Plan which is intended to be qualified under Section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code") has been determined by the Internal Revenue Service to so qualify, and neither Seller nor the Company knows of any facts which might adversely affect such qualification. Nothing has been done or omitted to be done with respect to any ERISA Plan that would result in any material liability on the part of the Company under Part 5 of Title I of ERISA or Section 4975 of the Code. No "reportable event" as defined in Section 4043 of ERISA, other than any such event for which the thirty-day notice period has been waived, has occurred with respect to any Pension Plan subject to Title IV of ERISA. Except for continuation of health coverage to the extent required under Section 4980B of the Code, and except as otherwise set forth in Schedule 3.9, there are no unfunded obligations under any ERISA Plan. There is no accumulated funding deficiency as defined in Section 302 of ERISA or Section 412 of the Code with respect to any Pension Plan. The Company or its affiliates have made all quarterly contributions required under Section 412(m) of the Code, and have made or will make prior to the Closing Date all payments and contributions (including insurance premiums) to each ERISA Plan for all benefits which have accrued through the Closing Date. With respect to each Pension Plan which is subject to Title IV of ERISA, the current fair market value of the Plan assets exceeds the present value of all benefit liabilities as defined in Section 4001(a)(16) of ERISA on the date hereof. Except as set forth on Schedule 3.9, each ERISA Plan which Seller, any affiliate of Seller or the Company maintains with respect to Employees of the Company has at all times been administered in material compliance with all applicable requirements of ERISA and the Code, including all reporting requirements with respect to the Internal Revenue Service, the U.S. Department of Labor and the Pension Benefit Guaranty Corporation, and including all disclosure requirements with respect to plan participants and beneficiaries. All returns on Forms 5500 required to be filed with respect to each ERISA Plan have been duly and timely filed and complied in all material respects with the applicable provisions requirements of ERISA and the Code and (b) furnish to ERISA as of the Administrative Agent (i) as soon as possible afterdates so filed. There are no incentive, and in any event within 30 days after any Responsible Officer of such Borrower bonus, or other employee merit agreements or arrangements between either the Company or Seller or any ERISA Affiliate knows affiliate of Seller and any current or has reason to know that, any Reportable Event has occurred that alone or together with any other Reportable Event could reasonably be expected to result in liability of such Borrower to the PBGC in an aggregate amount exceeding $10,000,000, a statement of a Financial Officer setting forth details as to such Reportable Event and the action that the Borrower proposes to take with respect thereto, together with a copy former Employee of the notice, if any, of such Reportable Event given to the PBGC, (ii) promptly after receipt thereof, a copy of any notice that the Borrower or any ERISA Affiliate may receive from the PBGC relating to the intention of the PBGC to terminate any Plan or Plans (Company other than a Plan maintained by an ERISA Affiliate that is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Code Section 414) or to appoint a trustee to administer any such Plan, (iii) within 10 days after the due date for filing with the PBGC pursuant to Section 412(n) of the Code a notice of failure to make a required installment or other payment with respect to a Plan, a statement of a Financial Officer setting forth details as to such failure and the action that such Borrower proposes to take with respect thereto, together with a copy of any such notice given to the PBGC and (iv) promptly and in any event within 30 days after receipt thereof by the Borrower or any ERISA Affiliate from the sponsor of a Multiemployer Plan, a copy of each notice received by the Borrower or any ERISA Affiliate concerning (A) the imposition of Withdrawal Liability Plans listed in Schedule 3.9 or (B) a determination that a Multiemployer Plan is, or is expected to be, terminated or in reorganization, both within the meaning of Title IV of ERISAcontracts listed on Schedule 3.10.

Employee Benefits. (a) Comply The Company shall take (or cause to be taken) all actions necessary or appropriate to terminate, effective no later than the day immediately preceding the Closing Date, the Company Bank 401(k) Savings Plan (the “401(k) Plan”) in all material respects accordance with USDOL and IRS requirements, and requirements of applicable Law, unless Parent or one of Parent’s Affiliates, in its sole and absolute discretion, agrees to sponsor and maintain such 401(k) Plan by providing the applicable provisions Company with written notice of ERISA and such election at least thirty (30) days before the Code and (b) furnish Closing. Unless Parent or one of its Affiliates provides such notice to the Administrative Agent (i) as soon as possible afterCompany, and in any event within 30 days after any Responsible Officer of such Borrower or any ERISA Affiliate knows or has reason to know that, any Reportable Event has occurred that alone or together with any other Reportable Event could reasonably be expected to result in liability of such Borrower to the PBGC in an aggregate amount exceeding $10,000,000, a statement of a Financial Officer setting forth details as to such Reportable Event and the action that the Borrower proposes to take with respect thereto, together with a copy of the notice, if any, of such Reportable Event given to the PBGC, (ii) promptly after receipt thereof, a copy of any notice that the Borrower or any ERISA Affiliate may Parent shall receive from the PBGC relating Company, prior to the intention Closing, evidence that the Board of Directors of the PBGC Company has adopted resolutions to terminate the 401(k) Plan (the form and substance of which resolutions shall be subject to review and approval of Parent), effective no later than the date immediately preceding the Closing Date. In the event that the Company becomes aware prior to the Closing that distributions of assets from the trust of the 401(k) Plan which is terminated is reasonably anticipated to trigger liquidation charges, surrender charges or other fees to be imposed upon the account of any participant or beneficiary of such terminated plan or upon the Company or other plan sponsor, then the Company shall take (or cause to be taken) such actions as are necessary to reasonably estimate the amount of such charges and/or fees and provide such estimate in writing to Parent prior to the Closing. The Company shall take (or cause to be taken) such commercially reasonable other actions in furtherance of terminating the 401(k) Plan or Plans as Parent may reasonably require. If Parent, in its sole and absolute discretion, notifies the Company before the 30th day prior to the Closing Date that Parent agrees to sponsor and maintain the 401(k) Plan, the Company shall amend the 401(k) Plan, effective as of the Closing, to the extent permitted by its terms and applicable Law as necessary to limit participation to employees of the Company and its Subsidiaries and to exclude all employees of Parent and its Affiliates (other than a Plan maintained by an ERISA Affiliate that is considered an ERISA Affiliate only pursuant the Company and its Subsidiaries) from participation in such plan. If Parent, in its sole and absolute discretion, does not agree to subsection (msponsor and maintain the 401(k) or (o) of Code Section 414) or to appoint a trustee to administer any such Plan, Parent shall take (iiior cause to be taken) within 10 days after such actions as are necessary (including amending Parent’s 401(k) plan as needed) to allow Company Bank employees who become employed by Parent or its Subsidiaries on or immediately following the due date for filing with Effective Time to roll over their 401(k) Plan accounts (including any outstanding loan balances) to Parent’s 401(k) plan, subject to the PBGC pursuant to Section 412(nterms of Parent’s 401(k) of the Code a notice of failure to make a required installment or other payment with respect to a Plan, a statement of a Financial Officer setting forth details as to such failure plan and the action that such Borrower proposes to take with respect thereto, together with a copy requirements of any such notice given to the PBGC and (iv) promptly and in any event within 30 days after receipt thereof by the Borrower or any ERISA Affiliate from the sponsor of a Multiemployer Plan, a copy of each notice received by the Borrower or any ERISA Affiliate concerning (A) the imposition of Withdrawal Liability or (B) a determination that a Multiemployer Plan is, or is expected to be, terminated or in reorganization, both within the meaning of Title IV of ERISAapplicable Law.

Employee Benefits. Except as required by the terms of any collective bargaining agreement or Constellation Employee Benefit Plan or Constellation Employee Benefit Agreement, in each case as in effect on the date of this Agreement, or as required by Law (aincluding the 409A Authorities), or as disclosed in Section 4.01(i) Comply in all material respects with of the applicable provisions Constellation Disclosure Letter, or as otherwise specifically contemplated by this Agreement, Constellation shall not, nor shall it permit any of ERISA and the Code and (b) furnish to the Administrative Agent its subsidiaries to, (i) as soon as possible afterenter into, and adopt, amend or terminate any Constellation Employee Benefit Plan or Constellation Employee Benefit Agreement (other than any amendment that is immaterial or administrative in nature), or (ii) except for increases in the ordinary course of business consistent with past practice, increase in any event within 30 days after manner the compensation or benefits of any Responsible Officer director, executive officer or other employee, or pay any benefit not required by any plan or arrangement in effect as of such Borrower the date of this Agreement; provided, however, that the foregoing clauses (i) and (ii) shall not restrict Constellation or any ERISA Affiliate knows its subsidiaries from (A) entering into or has reason making available to know newly hired officers and employees or to officers and employees in the context of promotions based on job performance or workplace requirements, in each case in the ordinary course of business consistent with past practice, plans, agreements, benefits and compensation arrangements (including incentive grants) that have, consistent with past practice, been made available to newly hired or promoted officers and employees in similar positions (provided, however, that, any Reportable Event has occurred that alone change of control, severance or together with any other Reportable Event could reasonably be expected to result in liability of such Borrower to the PBGC in an aggregate amount exceeding $10,000,000, a statement of a Financial Officer setting forth details as to such Reportable Event and the action that the Borrower proposes to take with respect thereto, together with a copy of the notice, if any, of such Reportable Event given to the PBGC, (ii) promptly after receipt thereof, a copy of any notice that the Borrower termination compensation or any ERISA Affiliate may receive from the PBGC relating to the intention of the PBGC to terminate any Plan benefits granted or Plans (other than a Plan maintained by an ERISA Affiliate that is considered an ERISA Affiliate only materially increased pursuant to subsection (m) or (o) of Code Section 414) or to appoint a trustee to administer any such Plan, (iii) within 10 days after the due date for filing with the PBGC pursuant to Section 412(n) of the Code a notice of failure to make a required installment or other payment with respect to a Plan, a statement of a Financial Officer setting forth details as to such failure and the action that such Borrower proposes to take with respect thereto, together with a copy of any such notice given to the PBGC and (iv) promptly and in any event within 30 days after receipt thereof by the Borrower or any ERISA Affiliate from the sponsor of a Multiemployer Plan, a copy of each notice received by the Borrower or any ERISA Affiliate concerning this clause (A) shall not vest in connection with the imposition of Withdrawal Liability or transactions contemplated by this Agreement), (B) entering into or amending collective bargaining agreements with existing collective bargaining representatives or newly certified bargaining units regarding mandatory subjects of bargaining under applicable Law, in each of the cases described in this clause (B) in a determination manner consistent with past practice to the extent permitted by Law or (C) selectively increasing compensation of an employee to competitive levels on a defensive basis in an effort to retain such employee; provided that such employee is not an executive officer and has no involvement in any such compensation decision, it being understood that increases applicable to a Multiemployer Plan is, or is expected to be, terminated or in reorganization, both broad group of employees are not included within the meaning scope of Title IV of ERISAthis clause (C).

Employee Benefits. (a) Comply in all Section 3.10(a) of the Company Disclosure Letter contains a true and complete list, as of the date of this Agreement, of each material respects Company Plan. With respect to each material Company Plan, the Company has made available to Parent true and complete copies (to the extent applicable) of (i) the plan document or a written description thereof (or, if appropriate, a form thereof), including any amendments thereto, other than any document that the Company or any of its Subsidiaries are prohibited from making available to Parent as the result of applicable Law relating to the safeguarding of data privacy, (ii) the most recent annual report on Form 5500 filed with the IRS or similar report required to be filed with any Governmental Authority and the most recent actuarial valuation or similar report, (iii) the most recent IRS determination or opinion letter received by the Company, (iv) the most recent summary plan description and (v) each insurance or group annuity contract or other funding vehicle. (b) Each Company Plan has been administered in material compliance with its terms and applicable provisions of Laws, including ERISA and the Code, as applicable. Each Company Plan intended to be “qualified” within the meaning of Section 401(a) of the Code and (b) furnish has received a favorable determination letter from the IRS or is entitled to rely upon a favorable opinion issued by the IRS. To the Knowledge of the Company, there are no existing circumstances or any events that have occurred that could reasonably be expected to cause the loss of any such qualification status of any such Company Plan. There are no pending, or to the Administrative Agent Knowledge of the Company, threatened or anticipated claims (iother than routine claims for benefits) as soon as possible afterby, and in on behalf of or against any event within 30 days after any Responsible Officer of such Borrower Company Plan or any ERISA Affiliate knows or has reason to know that, any Reportable Event has occurred that alone or together with any other Reportable Event trust related thereto which could reasonably be expected to result in any material liability of such Borrower to the PBGC in an aggregate amount exceeding $10,000,000Company or any of its Subsidiaries and no material audit or other proceeding by a Governmental Authority is pending, a statement or to the Knowledge of a Financial Officer setting forth details as the Company, threatened or anticipated with respect to such Reportable Event and plan. 16 (c) Neither the action Company nor any Commonly Controlled Entity has maintained, established, sponsored, participated in, or contributed to, any (i) pension plan that the Borrower proposes is subject to take with respect thereto, together with a copy Title IV of ERISA or Section 412 of the noticeCode or (ii) “multiemployer plan” (as defined in Sections 3(37) or 4001(a)(3) of ERISA), if anyin each case, at any time within the last six (6) years. (d) No Company Plan provides benefits or coverage in the nature of such Reportable Event given health, life or disability insurance following retirement or other termination of employment, other than coverage or benefits (i) required to be provided under Part 6 of Title I of ERISA or Section 4980(B)(f) of the PBGCCode, or any other applicable Law or (ii) the full cost of which is borne by the employee or former employee (or any of their beneficiaries). (e) The consummation of the Transactions will not, either alone or in combination with another event, (i) accelerate the time of payment or vesting, or increase the amount of compensation due to any director, officer, employee or other service provider of the Company or any of its Subsidiaries under any Company Plan, (ii) promptly after receipt thereof, a copy of cause the Company to transfer or set aside any notice that the Borrower or assets to fund any ERISA Affiliate may receive from the PBGC relating to the intention of the PBGC to terminate benefits under any Plan or Plans (other than a Plan maintained by an ERISA Affiliate that is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Code Section 414) or to appoint a trustee to administer any such Company Plan, (iii) within 10 days after the due date for filing with the PBGC pursuant to result in any “disqualified individual” receiving any “excess parachute payment” (each such term as defined in Section 412(n) 280G of the Code a notice of failure to make a required installment Code) or other payment with respect to a Plan, a statement of a Financial Officer setting forth details as to such failure and the action that such Borrower proposes to take with respect thereto, together with a copy of any such notice given to the PBGC and (iv) promptly and in limit or restrict the right to amend, terminate or transfer the assets of any event within 30 days after receipt thereof by Company Plan on or following the Borrower or any ERISA Affiliate from the sponsor of a Multiemployer Plan, a copy of each notice received by the Borrower or any ERISA Affiliate concerning (A) the imposition of Withdrawal Liability or (B) a determination that a Multiemployer Plan is, or is expected to be, terminated or in reorganization, both within the meaning of Title IV of ERISAEffective Time. SECTION 3.11.

Employee Benefits. The Seller Parties have previously supplied Buyer with a list that is attached as Schedule 4.15 of the Seller Disclosure Schedule of all plans and other arrangements which provide compensation or benefits to officers, directors or consultants of Seller’s Business or employee benefits to employees of Seller’s Business, including, without limitation, all “employee benefit plans” as defined in Section 3(3) of ERISA, and all bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance and other similar fringe or employee benefit plans, and all employment or executive compensation arrangements (acollectively, the “Seller Plans”). Except as is set forth on Schedule 4.15 of the Seller Disclosure Schedule, all Seller Plans comply with and are and have been operated in material compliance with each applicable provision of ERISA, the Code, other Federal statutes, state law (including, without limitation, state insurance law) Comply and the regulations and rules promulgated pursuant thereto or in connection therewith. Neither Seller nor any member of the same controlled group of businesses as Seller within the meaning of Section 4001(a)(14) of ERISA (an “ERISA Affiliate”) is or ever was a sponsor or obligated to contribute to any plan covered by Title IV of ERISA or Section 412 of the Code, or any “multi-employer plan,” within the meaning of Section 3(37) of ERISA. Each Seller Plan which is required to comply with the provisions of Part 6 of Title I of ERISA, Section 601 et seq., and Code Section 4980B and the provisions of Part 7 of Title I of ERISA, Section 701 et seq., and Code Section 4980D has complied in all material respects respects, and except as required by such sections of the Code, no Seller Plan which is a “welfare benefit plan,” as defined in Section 3(1) of ERISA, provides for post-employment benefits. Neither Seller, nor any ERISA Affiliate has failed to make any material contributions or to pay any material amounts due and owing as required by the terms of any Seller Plan. Each of the Seller Plans which is intended to be a qualified plan under Section 401(a) of the Code has received a favorable determination letter from the IRS, and has been operated substantially in accordance with its terms and with the applicable provisions of ERISA and the Code and (bCode. No amounts payable under the Seller Plans will fail to be deductible for Federal income tax purposes by virtue of Sections 162(m) furnish or 280G of the Code. Other than routine claims for benefits under the Seller Plans, there are no pending, or, to the Administrative Agent (i) as soon as possible afterbest Knowledge of the Seller Parties, and in Threatened investigations, proceedings, claims, lawsuits, disputes, Actions, audits or controversies involving the Seller Plans or the fiduciaries, administrators or trustees of any event within 30 days after any Responsible Officer of such Borrower the Seller Plans or Seller or any ERISA Affiliate knows of either as the employer or has reason to know thatsponsor under any Seller Plan, with any of the IRS, the Department of Labor, the Pension Benefit Guaranty Corporation, any Reportable Event has occurred that alone participant in or together with beneficiary of any Seller Plan or any other Reportable Event could reasonably be expected Person whomsoever. The Seller Parties have no Knowledge of any reasonable basis for any such claim, lawsuit, dispute, Action or controversy. Seller has delivered to result in liability of such Borrower to the PBGC in an aggregate amount exceeding $10,000,000, a statement of a Financial Officer setting forth details as to such Reportable Event Buyer true and the action that the Borrower proposes to take with respect thereto, together with a copy complete copies of: (i) each of the noticeSeller Plans and any related funding agreements thereto (including insurance contracts) including all amendments, if any, all of such Reportable Event given to the PBGCwhich are legally valid and binding and in full force and effect and there are no defaults thereunder, (ii) promptly after receipt thereof, a copy of any notice that the Borrower or any ERISA Affiliate may receive from the PBGC relating currently effective Summary Plan Description pertaining to the intention each of the PBGC to terminate any Plan or Plans (other than a Plan maintained by an ERISA Affiliate that is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Code Section 414) or to appoint a trustee to administer any such PlanSeller Plans, (iii) within 10 days after the due date three most recent annual reports for filing with each of the PBGC pursuant Seller Plans (including all relevant schedules), (iv) the most recent IRS determination letter for each Seller Plan which is intended to constitute a qualified plan under Section 412(n) 401 of the Code and each amendment to each of the foregoing documents, and (v) financial statements for each funded Seller Plan. Seller is not a notice of failure party or subject to make a required installment any agreement, Contract or other payment with respect to a Plan, a statement of a Financial Officer setting forth details as to such failure and obligation which would require the action that such Borrower proposes to take with respect thereto, together with a copy making of any such notice given payment, other than payments as contemplated by this Agreement, to any employee of Seller relating to Seller’s Business or to any other Person as a result of the PBGC and (iv) promptly and in any event within 30 days after receipt thereof by consummation of the Borrower or any ERISA Affiliate from the sponsor of a Multiemployer Plan, a copy of each notice received by the Borrower or any ERISA Affiliate concerning (A) the imposition of Withdrawal Liability or (B) a determination that a Multiemployer Plan is, or is expected to be, terminated or in reorganization, both within the meaning of Title IV of ERISATransactions.

Employee Benefits. (a) Comply in all material respects with the applicable provisions of ERISA and the provisions of the Code relating to ERISA and any applicable similar non-U.S. law and (b) furnish to the Administrative Agent (i) as soon as possible after, and in any event within 30 days after any Responsible Officer of such CommNet, the Borrower or any ERISA Affiliate knows or has reason to know that, any Reportable Event has occurred that alone or together with any other Reportable Event could reasonably be expected to result in liability of such Borrower to the PBGC in an aggregate amount exceeding $10,000,000occurred, a statement of a Financial Officer setting forth details as to such Reportable Event and the action that the Borrower proposes proposed to take be taken with respect thereto, together with a copy of the notice, if any, of such Reportable Event given to the PBGC, (ii) promptly after any Responsible Officer learns of receipt thereof, a copy of any notice that CommNet, the Borrower or any ERISA Affiliate may receive from the PBGC relating to the intention of the PBGC to terminate any Plan or Plans (other than a Plan maintained by an ERISA Affiliate that is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Code Section 414) or to appoint a trustee to administer any such Plan, (iii) within 10 30 days after the due date for filing with the PBGC pursuant to Section 412(n) of the Code a notice of failure to make a required installment or other payment with respect to a Plan, a statement of a Financial Officer setting forth details as to such failure and the action that such Borrower proposes proposed to take be taken with respect thereto, together with a copy of any such notice given to the PBGC and (iv) promptly after any Responsible Officer learns thereof and in any event within 30 days after receipt thereof by CommNet, the Borrower or any ERISA Affiliate from the sponsor of a Multiemployer Plan, a copy of each notice received by CommNet, the Borrower or any ERISA Affiliate concerning (A) the imposition of Withdrawal Liability or (B) a determination that a Multiemployer Plan is, or is expected to be, terminated or in reorganization, both in each case within the meaning of Title IV of ERISA; provided that in the case of each of clauses (i) through (iv) above, notice to the Administrative Agent shall only be required if such event or condition, together with all other events or conditions referred to in clauses (i) through (iv) above, could reasonably be expected to result in liability of CommNet or any Subsidiary in an aggregate amount exceeding $10,000,000.

Employee Benefits. (a) Comply Section 3.10(a) of the Company Disclosure Schedules contains a complete and correct list of each material Company Employee Benefit Plan. The Company has made available to Parent copies of the following (as applicable) with respect to each material Company Employee Benefit Plan: (i) the current plan document, or if unwritten, a summary of the material terms thereof; (ii) the most recent summary plan description and annual report (Form 5500) with all attachments and schedules; (iii) the most recently received Internal Revenue Service determination, advisory or opinion letter; (iv) copies of any material correspondence with the Department of Labor or the Internal Revenue Service; and (v) all trust agreements, insurance contracts and other funding arrangements. Except for instances that, individually or in the aggregate, have not had and would not be reasonably to be expected to have a Company Material Adverse Effect, (i) each Company Employee Benefit Plan has been established, maintained, funded and administered in all material respects in accordance with its terms and in compliance with the applicable provisions of ERISA and ERISA, the Code and other applicable Laws; (bii) furnish all required contributions, payments, reimbursements, distributions, accruals and premiums for all periods ending prior to or as of the Administrative Agent Closing Date with respect to each Company Employee Benefit Plan have been timely made, or if not yet due, properly accrued; (iiii) as soon as possible afterno events have occurred that would result in a liability of the Company or any of its Subsidiaries under Section 4980B, 4980D, or 4980H of the Code; (iv) each Company Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code is so qualified and has timely received a favorable determination letter from the Internal Revenue Service, and in any event within 30 days after any Responsible Officer of such Borrower or any ERISA Affiliate knows or has reason to know that, any Reportable Event nothing has occurred that alone or together with any other Reportable Event could reasonably be expected to result in liability adversely affect the qualification of such Borrower Company Employee Benefit Plan; (v) neither the Company nor any of its Subsidiaries has any liabilities to the PBGC in an aggregate amount exceeding $10,000,000, a statement of a Financial Officer setting forth details provide post-termination health or life insurance benefits other than as to such Reportable Event and the action that the Borrower proposes to take with respect thereto, together with a copy required by Section 4980B of the noticeCode and for which the recipient pays the full premium cost; (vi) none of the Company, if any, any of such Reportable Event given to the PBGC, (ii) promptly after receipt thereof, a copy of any notice that the Borrower its Subsidiaries or any ERISA Affiliate may receive from the PBGC relating has any current or contingent liability or obligation with respect to the intention of the PBGC to terminate any Plan or Plans (other than a Plan maintained by an ERISA Affiliate plan that is considered an or was subject to Title IV of ERISA Affiliate only pursuant to subsection (m) or (o) of Code Section 414) or to appoint a trustee to administer any such Plan, (iii) within 10 days after the due date for filing with the PBGC pursuant to Section 412(n) 412 of the Code a notice of failure to make a required installment or other payment with respect to a Plan, a statement of a Financial Officer setting forth details as to such failure and the action that such Borrower proposes to take with respect thereto, together with a copy of any such notice given to the PBGC and (iv) promptly and in any event within 30 days after receipt thereof by the Borrower or any ERISA Affiliate from the sponsor of a Multiemployer Plan, a copy of each notice received by the Borrower or any ERISA Affiliate concerning (A) the imposition of Withdrawal Liability or (B) a determination that a Multiemployer Plan is, or is expected to be, terminated or in reorganization, both “multiemployer plan” within the meaning of Title IV Section 3(37) of ERISA; (vii) no Company Employee Benefit Plan has any unfunded or underfunded liabilities; (viii) there are no claims or Legal Proceedings (other than routine claims for benefits) pending or threatened with respect to any Company Employee Benefit Plan; and (ix) no prohibited transaction (as defined in Section 406 of ERISA or Section 4975 of the Code) or breach of fiduciary duty (as determined under ERISA) that would result in material liability to the Company or any of its Subsidiaries has occurred with respect to any Company Employee Benefit Plan.

Employee Benefits. Except as required by the terms of any collective bargaining agreement or FPL Group Employee Benefit Plan or FPL Group Employee Benefit Agreement, in each case as in effect on the date of this Agreement, or as required by Law (aincluding the 409A Authorities), or as disclosed in Section 4.02(i) Comply in all material respects with of the applicable provisions FPL Group Disclosure Letter, or as otherwise specifically contemplated by this Agreement, FPL Group shall not, nor shall it permit any of ERISA and the Code and (b) furnish to the Administrative Agent its subsidiaries to, (i) as soon as possible afterenter into, and adopt, amend or terminate any FPL Group Employee Benefit Plan or FPL Group Employee Benefit Agreement (other than any amendment that is immaterial or administrative in nature), or (ii) except for increases in the ordinary course of business consistent with past practice, increase in any event within 30 days after manner the compensation or benefits of any Responsible Officer director, executive officer or other employee, or pay any benefit not required by any plan or arrangement in effect as of such Borrower the date of this Agreement; provided, however, that the foregoing clauses (i) and (ii) shall not restrict FPL Group or any ERISA Affiliate knows its subsidiaries from (A) entering into or has reason making available to know newly hired officers and employees or to officers and employees in the context of promotions based on job performance or workplace requirements, in each case in the ordinary course of business consistent with past practice, plans, agreements, benefits and compensation arrangements (including incentive grants) that have, consistent with past practice, been made available to newly hired or promoted officers and employees in similar positions (provided, however, that, any Reportable Event has occurred that alone change of control, severance or together with any other Reportable Event could reasonably be expected to result in liability of such Borrower to the PBGC in an aggregate amount exceeding $10,000,000, a statement of a Financial Officer setting forth details as to such Reportable Event and the action that the Borrower proposes to take with respect thereto, together with a copy of the notice, if any, of such Reportable Event given to the PBGC, (ii) promptly after receipt thereof, a copy of any notice that the Borrower termination compensation or any ERISA Affiliate may receive from the PBGC relating to the intention of the PBGC to terminate any Plan benefits granted or Plans (other than a Plan maintained by an ERISA Affiliate that is considered an ERISA Affiliate only materially increased pursuant to subsection (m) or (o) of Code Section 414) or to appoint a trustee to administer any such Plan, (iii) within 10 days after the due date for filing with the PBGC pursuant to Section 412(n) of the Code a notice of failure to make a required installment or other payment with respect to a Plan, a statement of a Financial Officer setting forth details as to such failure and the action that such Borrower proposes to take with respect thereto, together with a copy of any such notice given to the PBGC and (iv) promptly and in any event within 30 days after receipt thereof by the Borrower or any ERISA Affiliate from the sponsor of a Multiemployer Plan, a copy of each notice received by the Borrower or any ERISA Affiliate concerning this clause (A) shall not vest in connection with the imposition of Withdrawal Liability or transactions contemplated by this Agreement), (B) entering into or amending collective bargaining agreements with existing collective bargaining representatives or newly certified bargaining units regarding mandatory subjects of bargaining under applicable Law, in each of the cases described in this clause (B), in a determination manner consistent with past practice to the extent permitted by Law or (C) selectively increasing compensation of an employee to competitive levels on a defensive basis in an effort to retain such employee; provided that such employee is not an executive officer and has no involvement in any such compensation decision, it being understood that increases applicable to a Multiemployer Plan is, or is expected to be, terminated or in reorganization, both broad group of employees are not included within the meaning scope of Title IV of ERISAthis clause (C).

Employee Benefits. (a) Comply in all material respects with the applicable provisions of ERISA and the provisions of the Code relating to ERISA and any applicable similar non-U.S. law and (b) furnish to the Administrative Agent (i) as soon as possible after, and in any event within 30 days after any Responsible Officer of such AAMM, the Borrower or any ERISA Affiliate knows or has reason to know that, any Reportable Event has occurred that alone or together with any other Reportable Event could reasonably be expected to result in liability of such Borrower to the PBGC in an aggregate amount exceeding $10,000,000occurred, a statement of a Financial Officer setting forth details as to such Reportable Event and the action that the Borrower proposes proposed to take be taken with respect thereto, together with a copy of the notice, if any, of such Reportable Event given to the PBGC, (ii) promptly after any Responsible Officer learns of receipt thereof, a copy of any notice that the Borrower or any ERISA Affiliate may receive from the PBGC relating to the intention of the PBGC to terminate any Plan or Plans (other than a Plan maintained by an ERISA Affiliate that is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Code Section 414) or to appoint a trustee to administer any such Plan, (iii) within 10 30 days after the due date for filing with the PBGC pursuant to Section 412(n) of the Code a notice of failure to make a required installment or other payment with respect to a Plan, a statement of a Financial Officer setting forth details as to such failure and the action that such Borrower proposes proposed to take be taken with respect thereto, together with a copy of any such notice given to the PBGC and (iv) promptly after any Responsible Officer learns thereof and in any event within 30 days after receipt thereof by AAMM, the Borrower or any ERISA Affiliate from the sponsor of a Multiemployer Plan, a copy of each notice received by AAMM, the Borrower or any ERISA Affiliate concerning (A) the imposition of Withdrawal Liability or (B) a determination that a Multiemployer Plan is, or is expected to be, terminated or in reorganization, both in each case within the meaning of Title IV of ERISA, provided that in the case of each of clauses (i) through (iv) above, notice to the Administrative Agent shall only be required if such event or condition, together with all other events or conditions referred to in clauses (i) through (iv) above, could reasonably be expected to result in liability of AAMM, the Borrower or any Subsidiary in an aggregate amount exceeding $10,000,000.

Employee Benefits. (a) Comply in all material respects with the applicable provisions of ERISA and the Code and (b) furnish Kodiak has delivered or made available to Delta on or prior to the Administrative Agent date hereof or shall deliver or make available to Delta within 14 Business Days following the date hereof copies of: (i) as soon as possible aftereach “employee benefit plan” subject to ERISA that any Kodiak Entity sponsors or could have any liability, whether absolute or contingent (including liability in respect of any such employee benefit plan sponsored by any member of the Kodiak ERISA Group) (each, a “Kodiak ERISA Plan”), and each material written employment, bonus, deferred compensation, incentive compensation, stock purchase, stock option, stock appreciation or other equity-based, severance or termination pay, retention or change of control plan, agreement or arrangement (including amendments thereto) that is currently sponsored or maintained by any Kodiak Entity for the benefit of any employee or former employee of any Kodiak Entity (excluding any employment agreements or offer letters that do not provide for the payment of severance other than in accordance with Kodiak policy and do not provide for any payments related to or triggered by the transactions contemplated by this Agreement) or could result in any event within 30 days after liability, whether absolute or contingent, for any Responsible Officer Kodiak Entity (including liability in respect of any such Borrower plan, agreement or arrangement sponsored or contributed to by any ERISA Affiliate knows or has reason to know that, any Reportable Event has occurred that alone or together with any other Reportable Event could reasonably be expected to result in liability of such Borrower to the PBGC in an aggregate amount exceeding $10,000,000, a statement of a Financial Officer setting forth details as to such Reportable Event and the action that the Borrower proposes to take with respect thereto, together with a copy member of the noticeKodiak ERISA Group) (collectively with the Kodiak ERISA Plans, if any, of such Reportable Event given to the PBGC, “Kodiak Plans”); (ii) promptly after receipt thereof, if any Kodiak Plan is funded through a copy of any notice that the Borrower trust or any ERISA Affiliate may receive from the PBGC relating to the intention of the PBGC to terminate any Plan third party funding vehicle (including insurance), such trust or Plans (other than a Plan maintained by an ERISA Affiliate that is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Code Section 414) or to appoint a trustee to administer any such Plan, vehicle; (iii) within 10 days after with respect to each Kodiak ERISA Plan (as applicable), the due date for filing two most recent Forms 5500 (with all attachments thereto), the PBGC pursuant to Section 412(nmost recent IRS determination letter, and the current summary plan description; (iv) of since the Code a notice of failure to make a required installment or other payment Kodiak Applicable Date, all material written communications with respect to a PlanKodiak ERISA Plan received from or sent to the IRS, a statement the Pension Benefit Guaranty Corporation, the Department of a Financial Officer setting forth details as to such failure Labor or any other Governmental Entity; and (v) any applicable actuarial report prepared for Kodiak since the action that such Borrower proposes to take Kodiak Applicable Date with respect theretoto a Kodiak ERISA Plan or a Kodiak Plan that provides pension, together with a copy of any such notice given to the PBGC and (iv) promptly and in any event within 30 days after receipt thereof by the Borrower post-employment life or any ERISA Affiliate from the sponsor of a Multiemployer Plan, a copy of each notice received by the Borrower or any ERISA Affiliate concerning (A) the imposition of Withdrawal Liability or (B) a determination that a Multiemployer Plan is, or is expected to be, terminated or in reorganization, both within the meaning of Title IV of ERISAmedical benefits.

Employee Benefits. (a) Comply in all material respects with the applicable provisions of ERISA and the provisions of the Code relating to ERISA and any applicable similar non-U.S. law and (b) furnish to the U.S. Administrative Agent (i) as soon as possible after, and in any event within 30 days after any Responsible Officer of such the Parent Borrower or any ERISA Affiliate knows or has reason to know that, any Reportable Event has occurred that alone or together with any other Reportable Event could reasonably be expected to result in liability of such Borrower to the PBGC in an aggregate amount exceeding $10,000,000occurred, a statement of a Financial Officer setting forth details as to such Reportable Event and the action that the Borrower proposes proposed to take be taken with respect thereto, together with a copy of the notice, if any, of such Reportable Event given to the PBGC, (ii) promptly after any such Responsible Officer learns of receipt thereof, a copy of any notice that the Parent Borrower or any ERISA Affiliate may receive from the PBGC relating to the intention of the PBGC to terminate any Plan or Plans (other than a Plan maintained by an ERISA Affiliate that is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Code Section 414) or to appoint a trustee to administer any such Plan, (iii) within 10 30 days after the due date for filing with the PBGC pursuant to Section 412(n) of the Code a notice of failure to make a required installment or other payment with respect to a Plan, a statement of a Financial Officer setting forth details as to such failure and the action that such Borrower proposes proposed to take be taken with respect thereto, together with a copy of any such notice given to the PBGC and (iv) promptly after any such Responsible Officer learns thereof and in any event within 30 days after receipt thereof by the Parent Borrower or any ERISA Affiliate from the sponsor of a Multiemployer Plan, a copy of each notice received by the Parent Borrower or any ERISA Affiliate concerning (A) the imposition of Withdrawal Liability or (B) a determination that a Multiemployer Plan is, or is expected to be, terminated or in reorganization, both in each case within the meaning of Title IV of ERISA, provided that in the case of each of clauses (i) through (iv) above, notice to the U.S. Administrative Agent shall only be required if such event or condition, together with all other events or conditions referred to in clauses (i) through (iv) above, could reasonably be expected to result in liability of the Parent Borrower or any Subsidiary in an aggregate amount exceeding $3,000,000.

Employee Benefits. (a) Comply Schedule 4.15(a) of the Disclosure Letter lists each Employee Benefit Plan. Each Employee Benefit Plan has been maintained, funded and administered in accordance with the terms of such Employee Benefit Plan and the applicable requirements of ERISA and the Code, except where the failure to so comply would not have a Material Adverse Effect. The Company has complied in all material respects with the applicable provisions of ERISA COBRA, the American Rescue Plan provisions related to COBRA premium subsidy, and the Health Insurance Portability and Accountability Act of 1996. The Company has not received any written notice that any Employee Benefit Plan is under audit, examination or investigation by any Governmental Authority. With respect to each Employee Benefit Plan, all contributions, distributions, reimbursements and premium payments that are due have been made in accordance with the terms of the Employee Benefit Plans and in compliance with the requirements of all applicable Laws. Each Employee Benefit Plan that is intended to meet the requirements of a “qualified plan” under Code § 401(a) has received a favorable determination letter from the Internal Revenue Service or is in the form of a prototype document that is the subject of a favorable opinion letter from the Internal Revenue Service and no such letter has been revoked (bnor, as of the date of this Agreement, has revocation been threatened) furnish and, to the Administrative Agent (i) as soon as possible afterCompany’s Knowledge, and in any no event within 30 days after any Responsible Officer of such Borrower or any ERISA Affiliate knows or has reason to know that, any Reportable Event has occurred since the date of the most recent such letter or application therefor relating to any such Employee Benefit Plan that alone or together with any other Reportable Event could would reasonably be expected to result in liability adversely affect the qualification of such Borrower Employee Benefit Plan. The Company has not engaged in a transaction in connection with which the Company reasonably could be expected to become subject to either a civil penalty assessed pursuant to § 409 or § 502(i) of ERISA or a Tax imposed pursuant to Code § 4975 or § 4976. There are no pending, or threatened or anticipated audits, investigations, claims, suits, grievances or other proceedings, and, to the PBGC in an aggregate amount exceeding $10,000,000Knowledge of the Company, a statement of a Financial Officer setting forth details as to such Reportable Event and the action there are no facts that the Borrower proposes to take with respect could reasonably give rise thereto, together with a copy of the noticeinvolving, if anydirectly or indirectly, of such Reportable Event given to the PBGCany Employee Benefit Plan, (ii) promptly after receipt thereof, a copy of any notice that the Borrower or any ERISA Affiliate may receive from the PBGC relating to the intention of the PBGC to terminate any Plan rights or Plans benefits thereby (other than a Plan maintained by an ERISA Affiliate that is considered an ERISA Affiliate only pursuant to subsection (mroutine claims for benefits) by, on behalf of or (o) of Code Section 414) or to appoint a trustee to administer against any such Plan, (iii) within 10 days after the due date for filing with the PBGC pursuant to Section 412(n) of the Code a notice of failure to make a required installment or other payment with respect to a Plan, a statement of a Financial Officer setting forth details as to such failure and the action that such Borrower proposes to take with respect thereto, together with a copy of any such notice given to the PBGC and (iv) promptly and in any event within 30 days after receipt thereof by the Borrower Employee Benefit Plans or any ERISA Affiliate from the sponsor of trusts related thereto which are reasonably likely to result in a Multiemployer Plan, a copy of each notice received by the Borrower or any ERISA Affiliate concerning (A) the imposition of Withdrawal Liability or (B) a determination that a Multiemployer Plan is, or is expected to be, terminated or in reorganization, both within the meaning of Title IV of ERISAliability.

Employee Benefits. (a) Comply Each Borrower shall comply in all material respects with the applicable provisions of ERISA and the Code all other applicable laws (including, with respect to any Foreign Plan, all applicable foreign laws) and (b) furnish to the Administrative Agent and each Lender (i) as soon as possible afterpossible, and in any event within 30 days after any Responsible Officer of such Borrower or any ERISA Affiliate either knows or has reason to know that, that any Reportable ERISA Event has occurred that alone or together with any other Reportable ERISA Event could would reasonably be expected to result in liability of such Borrower to the PBGC or other Governmental Authority in an aggregate amount exceeding $10,000,0002,000,000, a statement of a Financial Officer setting forth details as to such Reportable ERISA Event and the action that the Borrower proposes proposed to take be taken with respect thereto, together with a copy of the notice, if any, of such Reportable ERISA Event given to the PBGCPBGC or other Governmental Authority, (ii) promptly after receipt thereof, a copy of any notice that the such Borrower or any ERISA Affiliate may receive from the PBGC or other Governmental Authority relating to the intention of the PBGC or other Governmental Authority to terminate any Plan or Plans (other than a Plan maintained by an ERISA Affiliate that which is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Code Section 414) 414 of the Code), or any Foreign Plan or Foreign Plans, or to appoint a trustee to administer any such PlanPlan or Plans, or any Foreign Plan or Foreign Plans, (iii) within 10 days after the due date for filing with the PBGC pursuant to Section 412(n) of the Code of a notice of failure to make a required installment or other payment with respect to a Plan, a statement of a Financial Officer setting forth details as to such failure and the action that such Borrower proposes proposed to take be taken with respect thereto, together with a copy of any such notice given to the PBGC and (iv) promptly and in any event within 30 days after receipt thereof by the such Borrower or any ERISA Affiliate from the sponsor of a Multiemployer Plan, a copy of each notice received by the such Borrower or any ERISA Affiliate concerning (A) the imposition of Withdrawal Liability in excess of $2,000,000 or (B) a determination that a Multiemployer Plan is, or is expected to be, terminated or in reorganization, both in each case within the meaning of Title IV of ERISA, if such termination or reorganization would reasonably be expected to result, alone or with any other such termination or reorganization, in increases in excess of $2,000,000 in the contributions required to be made to the relevant Plan or Plans.

Employee Benefits. (a) Comply in all material respects with the applicable provisions of ERISA and the provisions of the Code relating to ERISA and any applicable similar non-U.S. law and (b) furnish to the Administrative Agent (i) as soon as possible after, and in any event within 30 days after any Responsible Officer of such a Borrower or any ERISA Affiliate knows or has reason to know that, any Reportable Event has occurred that alone or together with any other Reportable Event could reasonably be expected to result in liability of such Borrower to the PBGC in an aggregate amount exceeding $10,000,000occurred, a statement of a Financial Officer setting forth details as to such Reportable Event and the action that the Borrower proposes proposed to take be taken with respect thereto, together with a copy of the notice, if any, of such Reportable Event given to the PBGC, (ii) promptly after any Responsible Officer learns of receipt thereof, a copy of any notice that the a Borrower or any ERISA Affiliate may receive from the PBGC relating to the intention of the PBGC to terminate any Plan or Plans (other than a Plan maintained by an ERISA Affiliate that is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Code Section 414) or to appoint a trustee to administer any such Plan, (iii) within 10 30 days after the due date for filing with the PBGC pursuant to Section 412(n) of the Code a notice of failure to make a required installment or other payment with respect to a Plan, a statement of a Financial Officer setting forth details as to such 68 61 failure and the action that such Borrower proposes proposed to take be taken with respect thereto, together with a copy of any such notice given to the PBGC and PBGC, (iv) promptly after any Responsible Officer learns thereof and in any event within 30 days after receipt thereof by any of the Borrower Borrowers or any ERISA Affiliate from the sponsor of a Multiemployer Plan, a copy of each notice received by the a Borrower or any ERISA Affiliate concerning (A) the imposition of Withdrawal Liability or (B) a determination that a Multiemployer Plan is, or is expected to be, terminated or in reorganization, both in each case within the meaning of Title IV of ERISAERISA and (v) promptly after any Responsible Officer learns of receipt thereof, a copy of any notice that a Borrower or any Subsidiary may receive from any Canadian Governmental Authority with respect to any noncompliance by such Borrower or Subsidiary with respect to any of the matters described in clauses (ii) through (iv) of Section 3.16(b); provided that in the case of each of clauses (i) through (iv) above, notice to the Administrative Agent shall only be required if such event or condition, together with all other events or conditions referred to in clauses (i) through (v) above, could reasonably be expected to result in a liability of BarTech or any Subsidiary in an aggregate amount exceeding $2,000,000.

Employee Benefits. (a) Comply in all material respects with As to any employee benefit plan of any Borrower, Guarantor or ERISA Affiliate, other than the applicable provisions of ERISA and the Code and (b) furnish to the Administrative Agent Canadian Pension Plan, (i) as soon as possible after, and no Borrower or Guarantor has engaged in any event within 30 days after transaction in connection with which any Responsible Officer of such Borrower Borrower, Guarantor or any ERISA Affiliate knows could be subject to either a civil penalty assessed pursuant to Section 502(i) of ERISA or has reason to know that, any Reportable Event has occurred that alone or together with any other Reportable Event could reasonably be expected to result in liability of such Borrower to the PBGC in an aggregate amount exceeding $10,000,000, a statement of a Financial Officer setting forth details as to such Reportable Event and the action that the Borrower proposes to take with respect thereto, together with a copy tax imposed by Section 4975 of the noticeCode, if any, of such Reportable Event given to the PBGCwhich penalty or tax is greater than US$500,000, (ii) promptly after receipt thereofno liability in excess of US$500,000 to the Pension Benefit Guaranty Corporation has been, a copy or is expected by any Borrower or Guarantor to be, incurred with respect to any employee benefit plan of any notice that the Borrower Borrower, Guarantor or any ERISA Affiliate may receive from the PBGC relating to the intention of the PBGC to terminate any Plan or Plans (other than a Plan maintained by an ERISA Affiliate that is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Code Section 414) or to appoint a trustee to administer any such PlanAffiliate, (iii) within 10 days after the due date for filing with the PBGC pursuant to Section 412(n) of the Code a notice of failure to make a required installment or other payment with respect to a Plan, a statement of a Financial Officer setting forth details as to such failure and the action that such Borrower proposes to take with respect thereto, together with a copy of any such notice given to the PBGC and there has been no reportable event (iv) promptly and in any event within 30 days after receipt thereof by the Borrower or any ERISA Affiliate from the sponsor of a Multiemployer Plan, a copy of each notice received by the Borrower or any ERISA Affiliate concerning (A) the imposition of Withdrawal Liability or (B) a determination that a Multiemployer Plan is, or is expected to be, terminated or in reorganization, both within the meaning of Section 4043(b) of ERISA), or any other event or condition, with respect to any employee benefit plan of any Borrower, Guarantor or ERISA Affiliate which presents a risk of termination of any such plan by the Pension Benefit Guaranty Corporation, (iv) full payment has been made of all amounts which any Borrower, Guarantor or ERISA Affiliate is required under Section 302 of ERISA and Section 412 of the Code to have paid under the terms of each employee benefit plan as of the last day of the most recent fiscal year of such plan ended prior to the date hereof, (v) no accumulated funding deficiency (as defined in Section 302 of ERISA and Section 412 of the Code), whether or not waived, greater than US$5,000,000 exists with respect to any employee benefit plan maintained by a Borrower, Guarantor or ERISA Affiliate, (vi) the current value of all vested accrued benefits under each employee benefit plan maintained by a Borrower or Guarantor that is subject to Title IV of ERISA does not exceed the current value of the assets of such plan by more than US$5,000,000 (the terms "current value" and "accrued benefit" have the meanings specified in ERISA), and (vii) except as set forth on Schedule 8.10 hereto, no Borrower, Guarantor, or any ERISA Affiliate, is or has ever been obligated to contribute to any "multi-employer plan" (as such term is defined in Section 4001(a)(3) of ERISA) that is subject to Title IV of ERISA.

Employee Benefits. (aThe section of the Transferor Disclosure Schedule corresponding to this Section 3(v) Comply lists each Employee Benefit Plan of the Transferor in all material respects with which the applicable provisions employees of ERISA and the Code and (b) furnish Aseptic Business participate on the date hereof. The Transferor has made available to the Administrative Agent Transferee true and correct copies (ior summaries) as soon as possible after, and of all such Employee Benefit Plans. The Transferor does not participate in or contribute to any event within 30 days after any Responsible Officer of such Borrower or any ERISA Affiliate knows or has reason to know that, any Reportable Event has occurred that alone or together with any other Reportable Event could reasonably be expected to result in liability of such Borrower to the PBGC in an aggregate amount exceeding $10,000,000, a statement of a Financial Officer setting forth details as to such Reportable Event and the action that the Borrower proposes to take Multiemployer Plan with respect thereto, together with a copy to any employee or former employee of the notice, if any, of such Reportable Event given Aseptic Business. The Transferor has not incurred any liability to the PBGC, the Internal Revenue Service, any Multiemployer Plan or otherwise with respect to any Employee Pension Benefit Plan currently or previously maintained by members of the controlled group of companies (iias defined in Sections 414(b) promptly after receipt thereofand (c) of the Code) that includes the Transferor (the "Controlled Group") that has not been satisfied in full, and no condition exists that presents a copy material risk to any member of the Controlled Group of incurring such a liability, other than any notice liability for premiums due to the PBGC. The Transferor's Savings Plan has received a determination letter from the Internal Revenue Service that the Borrower or any ERISA Affiliate may receive from the PBGC relating to the intention of the PBGC to terminate any Plan or Plans (other than a Plan maintained by an ERISA Affiliate that plan is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Code qualified under Section 414) or to appoint a trustee to administer any such Plan, (iii) within 10 days after the due date for filing with the PBGC pursuant to Section 412(n401(a) of the Code a notice and nothing has occurred since the date of failure such determination that could adversely effect the qualified status of such Plan. No payment (excluding any payment the right to which was created subsequent to the Closing Date) that will be made by the Transferor to any Transferred Employee after the Closing Date on account of the transactions contemplated by this Agreement will be non-deductible to the Transferee or subject to excise tax, under Code Section 280G or Code Section 4999, nor will the Transferee be required to "gross up" any Transferred Employee because of the imposition of such excise tax. The Transferor will make a required installment or other payment available to the Transferee within 30 days of the date of this Agreement information regarding the post-retirement medical benefits currently provided to employees of the Aseptic Business and the obligations existing under FAS 106 with respect to a Plan, a statement of a Financial Officer setting forth details as to such failure and the action that such Borrower proposes to take with respect thereto, together with a copy of any such notice given to the PBGC and (iv) promptly and in any event within 30 days after receipt thereof by the Borrower or any ERISA Affiliate from the sponsor of a Multiemployer Plan, a copy of each notice received by the Borrower or any ERISA Affiliate concerning (A) the imposition of Withdrawal Liability or (B) a determination that a Multiemployer Plan is, or is expected to be, terminated or in reorganization, both within the meaning of Title IV of ERISAemployees.

Employee Benefits. (a) Comply Each Plan is in compliance in all material respects with the applicable provisions of ERISA and ERISA, the Code and other Federal or State law. Each Plan which is intended to qualify under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service and to the Borrower's Knowledge, nothing has occurred which would cause the loss of such qualification. Borrower and its ERISA Affiliates have made all required contributions to any Plan subject to Section 412 of the Code, and no application for a funding waiver or an extension of any amortization period pursuant to Section 412 of the Code has been made with respect to any Plan. (b) furnish There are no pending, or to the Administrative Agent (i) as soon as possible afterBorrower's Knowledge, and threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan. There has been no nonexempt prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan, in any event within 30 days after any Responsible Officer of such Borrower each case except to the extent that the same could not, individually or any ERISA Affiliate knows or has reason to know thatin the aggregate, any Reportable Event has occurred that alone or together with any other Reportable Event could reasonably be expected to result in liability of such Borrower have a Material Adverse Effect. (c) (i) No ERISA Event has occurred or is reasonably expected to the PBGC in an aggregate amount exceeding $10,000,000, a statement of a Financial Officer setting forth details as to such Reportable Event and the action that the Borrower proposes to take with respect thereto, together with a copy of the notice, if any, of such Reportable Event given to the PBGC, occur; (ii) promptly after receipt thereof, a copy the current value of any notice that each Plan's assets (determined in accordance with the Borrower or any ERISA Affiliate may receive from the PBGC relating assumptions used for funding such Plan pursuant to the intention Section 412 of the PBGC Code) are not less than such Plan's liabilities under Section 4001(a)(16) of ERISA; (iii) Borrower and each Guarantor, and their ERISA Affiliates, have not incurred and do not reasonably expect to terminate incur, any liability under Title IV of ERISA with respect to any Plan or Plans (other than a Plan maintained by an premiums due and not delinquent under Section 4007 of ERISA); (iv) Borrower and each Guarantor, and their ERISA Affiliate that is considered an ERISA Affiliate only pursuant Affiliates, have not incurred and do not reasonably expect to subsection incur, any liability (m) or (o) of Code Section 414) or to appoint a trustee to administer any such Planand no event has occurred which, (iii) within 10 days after the due date for filing with the PBGC pursuant to giving of notice under Section 412(n4219 of ERISA, would result in such liability) under Section 4201 or 4243 of the Code a notice of failure to make a required installment or other payment ERISA with respect to a Multiemployer Plan, a statement of a Financial Officer setting forth details as to such failure and the action that such Borrower proposes to take with respect thereto, together with a copy of any such notice given to the PBGC ; and (ivv) promptly Borrower and each Guarantor, and their ERISA Affiliates, have not engaged in any event within 30 days after receipt thereof by the Borrower a transaction that would be subject to Section 4069 or any ERISA Affiliate from the sponsor of a Multiemployer Plan, a copy of each notice received by the Borrower or any ERISA Affiliate concerning (A4212(c) the imposition of Withdrawal Liability or (B) a determination that a Multiemployer Plan is, or is expected to be, terminated or in reorganization, both within the meaning of Title IV of ERISA.. 8.10

Employee Benefits. (a) Comply 3.Comply in all material respects with the applicable provisions of ERISA and the provisions of the Code relating to ERISA and any applicable similar non‑U.S. law and (b) furnish to the Administrative Agent (i) as soon as possible after, and in any event within 30 days after any Responsible Officer of such GrafTech, a Borrower or any ERISA Affiliate knows or has reason to know that, any Reportable Event has occurred that alone or together with any other Reportable Event could reasonably be expected to result in liability of such Borrower to the PBGC in an aggregate amount exceeding $10,000,000occurred, a statement of a GrafTech signed by one of its Financial Officer Officers setting forth details as to such Reportable Event and the action that the Borrower proposes proposed to take be taken with respect thereto, together with a copy of the notice, if any, of such Reportable Event given to the PBGC, (ii) promptly after any such Responsible Officer learns of receipt thereof, a copy of any notice that the GrafTech, a Borrower or any ERISA Affiliate may receive from the PBGC relating to the intention of the PBGC to terminate any Plan or Plans (other than a Plan maintained by an ERISA Affiliate that is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Code Section 414) or to appoint a trustee to administer any such Plan, (iii) within 10 30 days after the due date for filing with the PBGC pursuant to Section 412(n) of the Code a notice of failure to make a required installment or other payment with respect to a Plan, a statement of a GrafTech signed by one of its Financial Officer Officers setting forth details as to such failure and the action that such Borrower proposes proposed to take be taken with respect thereto, together with a copy of any such notice given to the PBGC and (iv) promptly after any such Responsible Officer learns thereof and in any event within 30 days after receipt thereof by the GrafTech, a Borrower or any ERISA Affiliate from the sponsor of a Multiemployer Plan, a copy of each notice received by the GrafTech, a Borrower or any ERISA Affiliate concerning (A) the imposition of Withdrawal Liability or (B) a determination that a Multiemployer Plan is, or is expected to be, terminated or in reorganization, both in each case within the meaning of Title IV of ERISA; provided, however, that in the case of each of clauses (i) through (iv) above, notice to the Administrative Agent shall only be required if such event or condition, together with all other events or conditions referred to in clauses (i) through (iv) above, could reasonably be expected to result in liability of GrafTech, a Borrower or any other ERISA Affiliate in an aggregate amount exceeding $35,000,000.

Employee Benefits. (a) Comply in all material respects with the applicable provisions of ERISA and the provisions of the Code relating to ERISA and any applicable similar non-U.S. law and (b) furnish to the Administrative Agent (i) as soon as possible after, and in any event within 30 days after any Responsible Officer of such GrafTech, Global, the Borrower or any ERISA Affiliate knows or has reason to know that, any Reportable Event has occurred that alone or together with any other Reportable Event could reasonably be expected to result in liability of such Borrower to the PBGC in an aggregate amount exceeding $10,000,000occurred, a statement of a Global signed by one of its Financial Officer Officers setting forth details as to such Reportable Event and the action that the Borrower proposes proposed to take be taken with respect thereto, together with a copy of the notice, if any, of such Reportable Event given to the PBGC, (ii) promptly after any such Responsible Officer learns of receipt thereof, a copy of any notice that the Borrower or any ERISA Affiliate may receive from the PBGC relating to the intention of the PBGC to terminate any Plan or Plans (other than a Plan maintained by an ERISA Affiliate that is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Code Section 414) or to appoint a trustee to administer any such Plan, (iii) within 10 30 days after the due date for filing with the PBGC pursuant to Section 412(n) of the Code a notice of failure to make a required installment or other payment with respect to a Plan, a statement of a Global signed by one of its Financial Officer Officers setting forth details as to such failure and the action that such Borrower proposes proposed to take be taken with respect thereto, together with a copy of any such notice given to the PBGC and (iv) promptly after any such Responsible Officer learns thereof and in any event within 30 days after receipt thereof by GrafTech, Global, the Borrower or any ERISA Affiliate from the sponsor of a Multiemployer Plan, a copy of each notice received by GrafTech, Global, the Borrower or any ERISA Affiliate concerning (A) the imposition of Withdrawal Liability or (B) a determination that a Multiemployer Plan is, or is expected to be, terminated or in reorganization, both in each case within the meaning of Title IV of ERISA; provided, however, that in the case of each of clauses (i) through (iv) above, notice to the Administrative Agent shall only be required if such event or condition, together with all other events or conditions referred to in clauses (i) through (iv) above, could reasonably be expected to result in liability of GrafTech, Global, the Borrower or any Subsidiary in an aggregate amount exceeding $7,500,000.

Employee Benefits. (a) Comply in all material respects with Cause to be delivered to Foothill, each of the applicable provisions of ERISA and the Code and (b) furnish to the Administrative Agent following: (i) as soon as possible afterpromptly, and in any event within 30 days 10 Business Days after any Responsible Officer of such Borrower or any ERISA Affiliate of its Subsidiaries knows or has reason to know that, any Reportable that an ERISA Event has occurred that alone or together with any other Reportable Event reasonably could reasonably be expected to result in liability of such Borrower to the PBGC in an aggregate amount exceeding $10,000,000a Material Adverse Change, a written statement of a Financial Officer setting forth details as to the chief financial officer of Borrower describing such Reportable ERISA Event and the any action that the Borrower proposes to take is being taking with respect theretothereto by Borrower, together with a copy any such Subsidiary, or, to Borrower's knowledge, ERISA Affiliate, and any action taken or threatened by the IRS, Department of Labor, or PBGC -- Borrower or such Subsidiary, as applicable, shall be deemed to know all facts known by the notice, if any, administrator of any Benefit Plan of which Borrower or such Reportable Event given to Subsidiary is the PBGCplan sponsor, (ii) promptly after receipt thereofpromptly, a copy of any notice that the Borrower or any ERISA Affiliate may receive from the PBGC relating to the intention of the PBGC to terminate any Plan or Plans (other than a Plan maintained by an ERISA Affiliate that is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Code Section 414) or to appoint a trustee to administer any such Plan, (iii) within 10 days after the due date for filing with the PBGC pursuant to Section 412(n) of the Code a notice of failure to make a required installment or other payment with respect to a Plan, a statement of a Financial Officer setting forth details as to such failure and the action that such Borrower proposes to take with respect thereto, together with a copy of any such notice given to the PBGC and (iv) promptly and in any event within 30 days 3 Business Days after receipt the filing thereof by with the Borrower or any ERISA Affiliate from the sponsor of a Multiemployer PlanIRS, a copy of each notice received funding waiver request filed by the Borrower or any Subsidiary thereof with respect to any Benefit Plan and all communications received by Borrower, any of its Subsidiaries or, to the knowledge of Borrower, any ERISA Affiliate concerning Affiliate, with respect to such request, (Aiii) promptly, and in any event within 3 Business Days after Borrower or any Subsidiary thereof first is aware of the imposition filing thereof with the IRS, a copy of Withdrawal Liability each funding waiver request filed by any Person other than Borrower or any Subsidiary thereof with respect to any Benefit Plan and all communications received by Borrower, any of its Subsidiaries or, to the knowledge of Borrower, any ERISA Affiliate, with respect to such request, and (Biv) promptly, and in any event within 3 Business Days after receipt by Borrower, any of its Subsidiaries or, to the knowledge of Borrower, any ERISA Affiliate, of the PBGC's intention to terminate a determination that Benefit Plan or to have a Multiemployer Plan istrustee appointed to administer a Benefit Plan, or is expected to be, terminated or in reorganization, both within the meaning copies of Title IV of ERISAeach such notice.

Employee Benefits. (a) Comply in all material respects with the applicable provisions of ERISA and the Code and (b) furnish Cause to be delivered to the Administrative Agent Agent, each of the following: (i) as soon as possible afterpromptly, and in any event within 30 days 10 Business Days after the Borrower, any Responsible Officer of such Borrower US Subsidiary Guarantor or any of its ERISA Affiliate Affiliates knows or has reason to know that, any Reportable that an ERISA Event has occurred that alone or together with any other Reportable Event reasonably could reasonably be expected to result in liability of such Borrower to the PBGC in an aggregate amount exceeding $10,000,000a Material Adverse Change, a written statement of a Financial Officer setting forth details as to the chief financial officer of the Borrower or such Reportable US Subsidiary Guarantor describing such ERISA Event and the any action that is being taking with respect thereto by the Borrower proposes or such US Subsidiary Guarantor, or ERISA Affiliate, and any action taken or threatened by the IRS, Department of Labor, or PBGC. The Borrower, such US Subsidiary Guarantor or such ERISA Affiliate, as applicable, shall be deemed to take with respect thereto, together with a copy know all facts known by the administrator of any Benefit Plan of which it is the notice, if any, of such Reportable Event given to the PBGCplan sponsor, (ii) promptly after receipt thereofpromptly, a copy of any notice that the Borrower or any ERISA Affiliate may receive from the PBGC relating to the intention of the PBGC to terminate any Plan or Plans (other than a Plan maintained by an ERISA Affiliate that is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Code Section 414) or to appoint a trustee to administer any such Plan, (iii) within 10 days after the due date for filing with the PBGC pursuant to Section 412(n) of the Code a notice of failure to make a required installment or other payment with respect to a Plan, a statement of a Financial Officer setting forth details as to such failure and the action that such Borrower proposes to take with respect thereto, together with a copy of any such notice given to the PBGC and (iv) promptly and in any event within 30 days 3 Business Days after receipt the filing thereof by with the Borrower or any ERISA Affiliate from the sponsor of a Multiemployer PlanIRS, a copy of each notice funding waiver request filed with respect to any Benefit Plan and all communications received by the Borrower or any US Subsidiary Guarantor, any of its Subsidiaries or, to the knowledge of the Borrower, or any US Subsidiary Guarantor, any ERISA Affiliate concerning with respect to such request, and (Aiii) promptly, and in any event within 3 Business Days after receipt by the imposition Borrower or any of Withdrawal Liability its Subsidiaries, or, to the knowledge of the Borrower or (B) any ERISA Affiliate, of the PBGC's intention to terminate a determination that Benefit Plan or to have a Multiemployer Plan istrustee appointed to administer a Benefit Plan, or is expected to be, terminated or in reorganization, both within the meaning copies of Title IV of ERISAeach such notice.

Employee Benefits. (a) Comply No Borrower has engaged in all material respects any transaction in connection with the applicable provisions which such Borrower or any of its ERISA Affiliates could be subject to either a civil penalty assessed pursuant to Section 502(i) of ERISA or a tax imposed by Section 4975 of the Code, including any accumulated funding deficiency described in Section 8.6(c) hereof and the Code and any deficiency with respect to vested accrued benefits described in Section 8.6(d) hereof. (b) furnish No liability to the Administrative Agent (i) as soon as possible after, and in Pension Benefit Guaranty Corporation has been or is expected by any event within 30 days after Borrower to be incurred with respect to any Responsible Officer employee pension benefit plan of such Borrower or any of its ERISA Affiliate knows or Affiliates. Except as set forth on Schedule 8.8 attached hereto there has reason to know that, any Reportable Event has occurred that alone or together with any other Reportable Event could reasonably be expected to result in liability of such Borrower to the PBGC in an aggregate amount exceeding $10,000,000, a statement of a Financial Officer setting forth details as to such Reportable Event and the action that the Borrower proposes to take with respect thereto, together with a copy of the notice, if any, of such Reportable Event given to the PBGC, been no reportable event (ii) promptly after receipt thereof, a copy of any notice that the Borrower or any ERISA Affiliate may receive from the PBGC relating to the intention of the PBGC to terminate any Plan or Plans (other than a Plan maintained by an ERISA Affiliate that is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Code Section 414) or to appoint a trustee to administer any such Plan, (iii) within 10 days after the due date for filing with the PBGC pursuant to Section 412(n) of the Code a notice of failure to make a required installment or other payment with respect to a Plan, a statement of a Financial Officer setting forth details as to such failure and the action that such Borrower proposes to take with respect thereto, together with a copy of any such notice given to the PBGC and (iv) promptly and in any event within 30 days after receipt thereof by the Borrower or any ERISA Affiliate from the sponsor of a Multiemployer Plan, a copy of each notice received by the Borrower or any ERISA Affiliate concerning (A) the imposition of Withdrawal Liability or (B) a determination that a Multiemployer Plan is, or is expected to be, terminated or in reorganization, both within the meaning of Section 4043(b) of ERISA) or any other event or condition with respect to any employee pension benefit plan of any Borrower or any of its respective ERISA Affiliates which presents a risk of termination of any such plan by the Pension Benefit Guaranty Corporation. (c) Full payment has been made of all amounts which any Borrower or any of its respective ERISA Affiliates is required under Section 302 of ERISA and Section 412 of the Code to have paid under the terms of each employee pension benefit plan as contributions to such plan as of the last day of the most recent fiscal year of such plan ended prior to the date hereof, except as set forth on Schedule 8.6 attached hereto, which failure to make full payment shall be remedied prior to any Borrower or any of its ERISA Affiliates being subject to either a civil penalty, tax or other liability imposed by the Code or ERISA, and no accumulated funding deficiency (as defined in Section 302 of ERISA and Section 412 of the Code), whether or not waived, exists with respect to any employee pension benefit plan, including any penalty or tax described in Section 8.6(a) hereof and any deficiency with respect to vested accrued benefits described in Section 8.6(d) hereof, except as set forth on Schedule 8.6 attached hereto. (d) Except as set forth on Schedule 8.6 attached hereto, the current value of all vested accrued benefits under all employee pension benefit plans maintained by any Borrower that are subject to Title IV of ERISA does not exceed the current value of the assets of such plans allocable to such vested accrued benefits, including any penalty or tax described in Section 8.6(a) hereof and any accumulated funding deficiency described in Section 8.6(c) hereof. the terms "current value" and "accrued benefit" have the meanings specified in ERISA. (e) No Borrower nor any of its respective ERISA affiliates is or has ever been obligated since December 14, 1994 to contribute to any "multiemployer plan" (as such term is defined in Section 4001(a)(3) of ERISA) that is subject to Title IV of ERISA.. 8.7

Employee Benefits. No accumulated funding deficiency (aas defined in Section 302 of ERISA and Section 412 of the Code), whether or not waived, exists with respect to any Plan. No liability to the PBGC has been or is expected by a Loan Party or any Controlled Group Member to be incurred with respect to any Plan by a Loan Party, any Subsidiary thereof or any Controlled Group Member which does or would have a Material Adverse Effect. Neither Loan Party, any Subsidiary thereof nor any Controlled Group Member has contributed or presently contributes to any Multiemployer Plan. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will be exempt from, or will not involve any transaction which is subject to, the prohibitions of Section 406 of ERISA and will not involve any transaction in connection with which a penalty could be imposed under Section 502(i) Comply in of ERISA or a tax could be imposed pursuant to Section 4975 of the Code. A copy of the most recent Annual Report (5500 Series Form) as of the date hereof including all material respects attachments thereto as filed with the applicable provisions Internal Revenue Service for each Plan has been provided to the Lender and fairly presents the funding status of each Plan. There has been no material deterioration in any Plan's funding status since the date of such Annual Report. Schedule 4.21 hereof sets forth as of the date hereof a list of all Plans and Multiemployer Plans, and all information available to a Loan Party with respect to the direct, indirect or potential withdrawal liability to any Multiemployer Plan of any Loan Party or any Controlled Group Member. Except as set forth in Schedule 4.21 hereof, no Loan Party and no Subsidiary thereof has any liability (contingent or otherwise) for, or in connection with, and none of their respective properties is subject to a Lien in connection with, any Pension-Related Event. No Loan Party and no Subsidiary thereof has any liability (contingent or otherwise) for, or in connection with, any Postretirement Benefits. The PBGC premiums and contributions required to meet the minimum funding requirements of ERISA and the Code and (b) furnish to the Administrative Agent (i) as soon as possible after, and in for all Plans have not exceeded $1,000,000 on an annual basis for any event within 30 days after any Responsible Officer of such Borrower or any ERISA Affiliate knows or has reason to know that, any Reportable Event has occurred that alone or together with any other Reportable Event could reasonably be expected to result in liability of such Borrower to the PBGC in an aggregate amount exceeding $10,000,000, a statement of a Financial Officer setting forth details as to such Reportable Event and the action that the Borrower proposes to take with respect thereto, together with a copy of the noticepast three (3) years. The amount of unfunded benefit liabilities (as defined in Section 4001(a)(16) of ERISA), if anyas certified to by the Plan's actuary, of such Reportable Event given to the PBGC, (ii) promptly after receipt thereof, a copy of any notice that the Borrower or any ERISA Affiliate may receive from the PBGC relating to the intention of the PBGC to terminate for any Plan or do not exceed $1,000,000 and for all Plans (other than a Plan maintained by an ERISA Affiliate that is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Code Section 414) or to appoint a trustee to administer any such Plan, (iii) within 10 days after the due date for filing with the PBGC pursuant to Section 412(n) of the Code a notice of failure to make a required installment or other payment with respect to a Plan, a statement of a Financial Officer setting forth details as to such failure and the action that such Borrower proposes to take with respect thereto, together with a copy of any such notice given to the PBGC and (iv) promptly and in any event within 30 days after receipt thereof by the Borrower or any ERISA Affiliate from the sponsor of a Multiemployer Plan, a copy of each notice received by the Borrower or any ERISA Affiliate concerning (A) the imposition of Withdrawal Liability or (B) a determination that a Multiemployer Plan is, or is expected to be, terminated or in reorganization, both within the meaning of Title IV of ERISAdo not exceed $1,000,000.

Employee Benefits. Schedule 3(q) sets forth a complete and accurate list of each Benefit Plan that is an “employee pension benefit plan” within the meaning of Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended, including the regulations and published interpretations thereunder (a“ERISA”), whether or not such plan is subject to ERISA (each, a “Pension Plan”). For purposes of this Section 3(q), a “Benefit Plan” means any “employee benefit plan” within the meaning of Section 3(3) Comply of ERISA and any other employee benefit plan, program, policy, practices, or other arrangement providing compensation or benefits to any current or former employee, officer or director of the Company, its Subsidiaries or their ERISA Affiliates or any beneficiary or dependent thereof, whether written or unwritten, that is sponsored, maintained or contributed to (or has contributed to), by Company, its Subsidiaries or any of their ERISA Affiliates. For purposes of this Section 3(q), an entity is an “ERISA Affiliate” of the Company or any Subsidiary if it would have ever been considered a single employer with the Company or a Subsidiary under ERISA Section 4001(b) or Section 414(b), (c) or (m) of the Code. Each Benefit Plan has been administered in all material respects in accordance with its terms all applicable laws and each of the Company, its Subsidiaries and their ERISA Affiliates is in compliance in all material respects with the all applicable provisions of ERISA and the Code and terms of any Benefit Plan. No “reportable event” (bas defined in Section 4043 of ERISA (other than a “reportable event” as to which the PBGC has regulation or otherwise waived the requirement of Section 4043(a) furnish of ERISA that it be notified within thirty (30) days of the occurrence of such event)) has occurred with respect to any Pension Plan; none of the Administrative Agent Company, its Subsidiaries or any of their ERISA Affiliates has incurred or expects to incur material liability under (i) Title IV of ERISA with respect to the termination of, or withdrawal from, any Pension Plan or any other “pension plan” (as soon as possible afterdefined in ERISA) or (ii) Sections 412 or 4971 of Code; and each Pension Plan that is intended to be qualified under Section 401(a) of the Code is so qualified and nothing has occurred, and in any event within 30 days after any Responsible Officer whether by action or by failure to act, which would cause the loss of such Borrower qualification. Except for liabilities that arise solely out of, or any ERISA Affiliate knows or has reason to know that, any Reportable Event has occurred that alone or together with any other Reportable Event could reasonably be expected to result in liability of such Borrower to the PBGC in an aggregate amount exceeding $10,000,000relate solely to, a statement Benefit Plan, none of the Company, its Subsidiaries or their ERISA Affiliates has any current or contingent liabilities (i) to any “employee benefit plan” (as defined in ERISA); (ii) under Title IV of ERISA, (iii) under Section 302 of ERISA, (iv) under Sections 412 and 4971 of the Code, (v) as a result of a Financial Officer setting forth details as failure to such Reportable Event comply with the continuation coverage requirements of Section 601 et seq. of ERISA and the action that the Borrower proposes to take with respect thereto, together with a copy Section 4980B of the noticeCode, or (vi) under corresponding or similar provisions of foreign Laws or regulations. Each stock option, if any, granted by the Company, its Subsidiaries or any of their ERISA Affiliates was granted (i) in accordance with the terms of the applicable stock option plan of such Reportable Event given to the PBGC, entity and (ii) promptly after receipt thereof, a copy of any notice that the Borrower or any ERISA Affiliate may receive from the PBGC relating with an exercise price at least equal to the intention fair market value of such capital stock on the date such stock option would be considered granted under GAAP and applicable law. The amount by which the actuarial present value of all accrued benefits under any Benefit Plan (whether or not vested) exceeds the fair market value of the PBGC to terminate any assets of such Benefit Plan or Plans (other than a Plan maintained by an ERISA Affiliate that is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Code Section 414) or to appoint a trustee to administer any such Planproperly accrued and reflected, (iii) within 10 days after in all material respects, in the due date for filing with the PBGC pursuant to Section 412(n) of the Code a notice of failure to make a required installment or other payment with respect to a Plan, a statement of a Financial Officer setting forth details as to such failure and the action that such Borrower proposes to take with respect thereto, together with a copy of any such notice given to the PBGC and (iv) promptly and in any event within 30 days after receipt thereof by the Borrower or any ERISA Affiliate from the sponsor of a Multiemployer Plan, a copy of each notice received by the Borrower or any ERISA Affiliate concerning (A) the imposition of Withdrawal Liability or (B) a determination that a Multiemployer Plan is, or is expected to be, terminated or in reorganization, both within the meaning of Title IV of ERISAPPM.

Employee Benefits. (a) Comply in all material respects with the applicable provisions of ERISA and the provisions of the Code relating to ERISA and any applicable similar non-U.S. law, except to the extent that the failure to comply with this subsection could not reasonably be expected to have a Material Adverse Effect and (b) furnish to the Administrative Agent (i) as soon as possible after, and in any event within 30 days after any Responsible Officer of such Holdings, the Borrower or any ERISA Affiliate knows or has reason to know that, any Reportable Event has occurred that alone or together with any other Reportable Event could reasonably be expected to result in liability of such Borrower to the PBGC in an aggregate amount exceeding $10,000,000occurred, a statement of a Financial Officer setting forth details as to such Reportable Event and the action that the Borrower proposes proposed to take be taken with respect thereto, together with a copy of the notice, if any, of such Reportable Event given to the PBGC, (ii) promptly after any Responsible Officer learns of receipt thereof, a copy of any notice that the Borrower or any ERISA Affiliate may receive from the PBGC relating to the intention of the PBGC to terminate any Plan or Plans (other than a Plan maintained by an ERISA Affiliate that is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Code Section 414) or to appoint a trustee to administer any such Plan, (iii) within 10 30 days after the due date for filing with the PBGC pursuant to Section 412(n) of the Code a notice of failure to make a required installment or other payment with respect to a Plan, a statement of a Financial Officer setting forth details as to such failure and the action that such Borrower proposes proposed to take be taken with respect thereto, together with a copy of any such notice given to the PBGC and (iv) promptly after any Responsible Officer learns thereof and in any event within 30 days after receipt thereof by Holdings, the Borrower or any ERISA Affiliate from the sponsor of a Multiemployer Plan, a copy of each notice received by Holdings, the Borrower or any ERISA Affiliate concerning (A) the imposition of Withdrawal Liability or (B) a determination that a Multiemployer Plan is, or is expected to be, terminated or in reorganization, both in each case within the meaning of Title IV of ERISA; provided that in the case of each of clauses (i) through (iv) above, notice to the Administrative Agent shall only be required if such event or condition, together with all other events or conditions referred to in clauses (i) through (iv) above, could reasonably be expected to result in liability of Holdings, the Borrower or any Subsidiary in an aggregate amount exceeding $4,000,000.

Employee Benefits. (a) Comply in all material respects with the applicable provisions of ERISA and the Code and (b) furnish Vector has delivered or made available to Delta on or prior to the Administrative Agent date hereof or shall deliver or make available to Delta within 14 Business Days following the date hereof copies of: (i) as soon as possible aftereach “employee benefit plan” subject to ERISA that any Vector Entity sponsors or could have any liability, whether absolute or contingent (including liability in respect of any such employee benefit plan sponsored by any member of the Vector ERISA Group) (each, a “Vector ERISA Plan”), and each material written employment, bonus, deferred compensation, incentive compensation, stock purchase, stock option, stock appreciation or other equity-based, severance or termination pay, retention or change of control plan, agreement or arrangement (including amendments thereto) that is currently sponsored or maintained by any Vector Entity for the benefit of any employee or former employee of any Vector Entity (excluding any employment agreements or offer letters that do not provide for the payment of severance other than in accordance with Vector policy and do not provide for any payments related to or triggered by the transactions contemplated by this Agreement) or could result in any event within 30 days after liability, whether absolute or contingent, for any Responsible Officer Vector Entity (including liability in respect of any such Borrower plan, agreement or arrangement sponsored or contributed to by any ERISA Affiliate knows or has reason to know that, any Reportable Event has occurred that alone or together with any other Reportable Event could reasonably be expected to result in liability of such Borrower to the PBGC in an aggregate amount exceeding $10,000,000, a statement of a Financial Officer setting forth details as to such Reportable Event and the action that the Borrower proposes to take with respect thereto, together with a copy member of the noticeVector ERISA Group) (collectively with the Vector ERISA Plans, if any, of such Reportable Event given to the PBGC, “Vector Plans”); (ii) promptly after receipt thereof, if any Vector Plan is funded through a copy of any notice that the Borrower trust or any ERISA Affiliate may receive from the PBGC relating to the intention of the PBGC to terminate any Plan third party funding vehicle (including insurance), such trust or Plans (other than a Plan maintained by an ERISA Affiliate that is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Code Section 414) or to appoint a trustee to administer any such Plan, vehicle; (iii) within 10 days after with respect to each Vector ERISA Plan (as applicable), the due date for filing two most recent Forms 5500 (with all attachments thereto), the PBGC pursuant to Section 412(nmost recent IRS determination letter, and the current summary plan description; (iv) of since the Code a notice of failure to make a required installment or other payment Vector Applicable Date, all material written communications with respect to a PlanVector ERISA Plan received from or sent to the IRS, a statement the Pension Benefit Guaranty Corporation, the Department of a Financial Officer setting forth details as to such failure Labor or any other Governmental Entity; and (v) any applicable actuarial report prepared for Vector since the action that such Borrower proposes to take Vector Applicable Date with respect theretoto a Vector ERISA Plan or a Vector Plan that provides pension, together with a copy of any such notice given to the PBGC and (iv) promptly and in any event within 30 days after receipt thereof by the Borrower post-employment life or any ERISA Affiliate from the sponsor of a Multiemployer Plan, a copy of each notice received by the Borrower or any ERISA Affiliate concerning (A) the imposition of Withdrawal Liability or (B) a determination that a Multiemployer Plan is, or is expected to be, terminated or in reorganization, both within the meaning of Title IV of ERISAmedical benefits.

Employee Benefits. Section 4(w) of the Disclosure Schedule lists each Employee Benefit Plan. Neither the Seller nor any of its ERISA Affiliates has any liability (ai) Comply under Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code or (ii) as a result of the failure to comply with the continuation coverage requirements of Section 601 et seq. of ERISA and Section 4980B of the Code, and, without limiting the foregoing, neither the Seller nor any ERISA Affiliate has engaged in any transaction described in Section 4069 or Section 4204 or 4212 of ERISA. With respect to the Section 401(k) Plan, the Seller has delivered or made available to Buyer a true, correct and complete copy of: (i) each writing constituting a part of such Plan; (ii) the current summary plan description and any material modifications thereto, if any; and (iii) the most recent IRS determination letter. Except as specifically provided in the foregoing documents delivered or made available to Buyer there are no amendments to the Section 401(k) Plan that have been adopted or approved. With respect to the Section 401(k) Plan, (x) the Seller and its subsidiaries have complied, and are in compliance, in all materials respects with all provisions of ERISA, the Code and all laws and regulations applicable to such Plan and it has been administered in all material respects in accordance with the applicable provisions of ERISA and the Code its terms and (by) furnish to there are no pending or threatened claims (other than claims for benefits in the Administrative Agent (i) as soon as possible afterordinary course), lawsuits or arbitrations which have been asserted or instituted, and in any event within 30 days after any Responsible Officer no set of such Borrower circumstances exists which may reasonably give rise to a claim or any ERISA Affiliate knows or has reason to know thatlawsuit, any Reportable Event has occurred that alone or together with any other Reportable Event which could reasonably be expected to result in any material liability of such Borrower the Seller or any of its subsidiaries to the PBGC Department of Treasury, the Department of Labor, the Section 401(k) Plan or any participant in an aggregate amount exceeding $10,000,000the Section 401(k) Plan. With respect to the Section 401(k) Plan, a statement of a Financial Officer setting forth details all required contributions for all periods ending prior to or as to such Reportable Event and the action that the Borrower proposes to take with respect thereto, together with a copy of the notice, if any, of such Reportable Event given to Closing Date have been made or properly accrued on the PBGC, (ii) promptly after receipt thereof, a copy of any notice that the Borrower or any ERISA Affiliate may receive from the PBGC Most Recent Financial Statements. There is no unfunded Liability relating to the intention of Section 401(k) Plan which is not reflected on the PBGC to terminate any Most Recent Financial Statements. No Employee Benefit Plan or Plans is a “Section 413(c) plan” (other than a Plan maintained by an ERISA Affiliate that is considered an ERISA Affiliate only pursuant to subsection (mas defined in Treasury Regulation Section 1.413-2(a)) or a “multiple employer welfare arrangement” (oas defined in Section 3(40) of Code Section 414) or to appoint a trustee to administer any such Plan, (iii) within 10 days after the due date for filing with the PBGC pursuant to Section 412(n) of the Code a notice of failure to make a required installment or other payment with respect to a Plan, a statement of a Financial Officer setting forth details as to such failure and the action that such Borrower proposes to take with respect thereto, together with a copy of any such notice given to the PBGC and (iv) promptly and in any event within 30 days after receipt thereof by the Borrower or any ERISA Affiliate from the sponsor of a Multiemployer Plan, a copy of each notice received by the Borrower or any ERISA Affiliate concerning (A) the imposition of Withdrawal Liability or (B) a determination that a Multiemployer Plan is, or is expected to be, terminated or in reorganization, both within the meaning of Title IV of ERISA).

Employee Benefits. No accumulated funding deficiency (aas defined in section 302 of ERISA and section 412 of the Code), whether or not waived, exists with respect to any Plan. No liability to the PBGC has been or is expected by a Loan Party or any Controlled Group Member to be incurred with respect to any Plan by a Loan Party, any Subsidiary thereof or any Controlled Group Member which does or would have a Material Adverse Effect. Neither Loan Party, any Subsidiary thereof nor any Controlled Group Member has contributed or presently contributes to any Multiemployer Plan. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will be exempt from, or will not involve any transaction which is subject to, the prohibitions of section 406 of ERISA and will not involve any transaction in connection with which a penalty could be imposed under section 502(i) Comply in of ERISA or a tax could be imposed pursuant to section 4975 of the Code. A copy of the most recent Annual Report (5500 Series Form) as of the date hereof including all material respects attachments thereto as filed with the applicable provisions Internal Revenue Service for each Plan has been provided to the Lender and fairly presents the funding status of each Plan. There has been no material deterioration in any Plan's funding status since the date of such Annual Report. Schedule 4.21 hereof sets forth as of the date hereof a list of all Plans and Multiemployer Plans, and all information available to a Loan Party with respect to the direct, indirect or potential withdrawal liability to any Multiemployer Plan of any Loan Party or any Controlled Group Member. Except as set forth in Schedule 4.21 hereof, no Loan Party and no Subsidiary thereof has any liability (contingent or otherwise) for, or in connection with, and none of their respective properties is subject to a Lien in connection with, any Pension-Related Event. No Loan Party and no Subsidiary thereof has any liability (contingent or otherwise) for, or in connection with, any Postretirement Benefits. The PBGC premiums and contributions required to meet the minimum funding requirements of ERISA and the Code and (b) furnish to the Administrative Agent (i) as soon as possible after, and in for all Plans have not exceeded $1,000,000 on an annual basis for any event within 30 days after any Responsible Officer of such Borrower or any ERISA Affiliate knows or has reason to know that, any Reportable Event has occurred that alone or together with any other Reportable Event could reasonably be expected to result in liability of such Borrower to the PBGC in an aggregate amount exceeding $10,000,000, a statement of a Financial Officer setting forth details as to such Reportable Event and the action that the Borrower proposes to take with respect thereto, together with a copy of the noticepast three (3) years. The amount of unfunded benefit liabilities (as defined in Section 4001(a)(16) of ERISA), if anyas certified to by the Plan's actuary, of such Reportable Event given to the PBGC, (ii) promptly after receipt thereof, a copy of any notice that the Borrower or any ERISA Affiliate may receive from the PBGC relating to the intention of the PBGC to terminate for any Plan or do not exceed $1,000,000 and for all Plans (other than a Plan maintained by an ERISA Affiliate that is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Code Section 414) or to appoint a trustee to administer any such Plan, (iii) within 10 days after the due date for filing with the PBGC pursuant to Section 412(n) of the Code a notice of failure to make a required installment or other payment with respect to a Plan, a statement of a Financial Officer setting forth details as to such failure and the action that such Borrower proposes to take with respect thereto, together with a copy of any such notice given to the PBGC and (iv) promptly and in any event within 30 days after receipt thereof by the Borrower or any ERISA Affiliate from the sponsor of a Multiemployer Plan, a copy of each notice received by the Borrower or any ERISA Affiliate concerning (A) the imposition of Withdrawal Liability or (B) a determination that a Multiemployer Plan is, or is expected to be, terminated or in reorganization, both within the meaning of Title IV of ERISAdo not exceed $1,000,000.

Employee Benefits. (a) Comply in all material respects with the applicable provisions of ERISA and the provisions of the Code relating to ERISA and any applicable similar non-U.S. law and (b) furnish to the Administrative Agent (i) as soon as possible after, and in any event within 30 days after any Responsible Officer of such UCAR, Global, the Borrower or any ERISA Affiliate knows or has reason to know that, any Reportable Event has occurred that alone or together with any other Reportable Event could reasonably be expected to result in liability of such Borrower to the PBGC in an aggregate amount exceeding $10,000,000occurred, a statement of a Global signed by one of its Financial Officer Officers setting forth details as to such Reportable Event and the action that the Borrower proposes proposed to take be taken with respect thereto, together with a copy of the notice, if any, of such Reportable Event given to the PBGC, (ii) promptly after any such Responsible Officer learns of receipt thereof, a copy of any notice that the Borrower or any ERISA Affiliate may receive from the PBGC relating to the intention of the PBGC to terminate any Plan or Plans (other than a Plan maintained by an ERISA Affiliate that is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Code Section 414) or to appoint a trustee to administer any such Plan, (iii) within 10 30 days after the due date for filing with the PBGC pursuant to Section 412(n) of the Code a notice of failure to make a required installment or other payment with respect to a Plan, a statement of a Global signed by one of its Financial Officer Officers setting forth details as to such failure and the action that such Borrower proposes proposed to take be taken with respect thereto, together with a copy of any such notice given to the PBGC and (iv) promptly after any such Responsible Officer learns thereof and in any event within 30 days after receipt thereof by UCAR, Global, the Borrower or any ERISA Affiliate from the sponsor of a Multiemployer Plan, a copy of each notice received by UCAR, Global, the Borrower or any ERISA Affiliate concerning (A) the imposition of Withdrawal Liability or (B) a determination that a Multiemployer Plan is, or is expected to be, terminated or in reorganization, both in each case within the meaning of Title IV of ERISA; PROVIDED that in the case of each of clauses (i) through (iv) above, notice to the Administrative Agent shall only be required if such event or condition, together with all other events or conditions referred to in clauses (i) through (iv) above, could reasonably be expected to result in liability of UCAR, Global, the Borrower or any Subsidiary in an aggregate amount exceeding $7,500,000.

Employee Benefits. (a) Comply in all material respects with the applicable provisions of ERISA and the Code and (b) furnish to the Administrative Agent (ix) as soon as possible afterpromptly, and in any event within 30 days after any Responsible Officer upon the occurrence of such Borrower or any ERISA Affiliate knows Event (or has reason termination, withdrawal or noncompliance with applicable law or plan terms with respect to know Foreign Plans) that, any Reportable Event has occurred that alone or together with any other Reportable Event ERISA Events (and similar events with respect to Foreign Plans) that have occurred, could reasonably be expected to result in liability of such the Borrower to or any of its ERISA Affiliates or the PBGC in an aggregate amount exceeding $10,000,000imposition of a Lien, a statement of a Financial Officer setting forth details as to such Reportable Event and written notice specifying the nature thereof, what action that the Borrower proposes or its ERISA Affiliates have taken, are taking or propose to take with respect thereto, together and, when known, any action taken or threatened by the Internal Revenue Service, Department of Labor, PBGC or Multiemployer Plan sponsor with a copy respect thereto; (y) upon request by the Administrative Agent, copies of the notice, if any, of such Reportable Event given (i) each Schedule B (Actuarial Information) to the PBGC, annual report (Form 5500 Series) filed by the Borrower or any ERISA Affiliate with the Internal Revenue Service with respect to each Pension Plan; (ii) the most recent actuarial valuation report for each Pension Plan; (iii) all notices received by the Borrower or any ERISA Affiliate from a Multiemployer Plan sponsor or any governmental agency concerning such Multiemployer Plan; and (iv) such other documents or governmental reports or filings relating to any Plan (or employee benefit plan sponsored or contributed to by the Borrower) as the Administrative Agent shall reasonably request and (z) promptly after receipt thereoffollowing any request therefor, a copy copies of (i) any notice documents described in Section 101(k) of ERISA that the Borrower or any ERISA Affiliate may receive from the PBGC relating to the intention of the PBGC to terminate any Plan or Plans (other than a Plan maintained by an ERISA Affiliate that is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Code Section 414) or to appoint a trustee to administer any such Plan, (iii) within 10 days after the due date for filing with the PBGC pursuant to Section 412(n) of the Code a notice of failure to make a required installment or other payment request with respect to a Plan, a statement of a Financial Officer setting forth details as to such failure and the action that such Borrower proposes to take with respect thereto, together with a copy of any such notice given to the PBGC Multiemployer Plan and (ivii) promptly and any notices described in any event within 30 days after receipt thereof by Section 101(l) of ERISA that the Borrower or any ERISA Affiliate from the sponsor of a may request with respect to any Multiemployer Plan, a copy of each notice received by ; provided that if the Borrower or any ERISA Affiliate concerning (A) has not requested such documents or notices from the imposition administrator or sponsor of Withdrawal Liability the applicable Multiemployer Plan, they shall promptly make a request for such documents or (B) a determination that a Multiemployer Plan is, notices from such administrator or is expected to be, terminated or in reorganization, both within the meaning sponsor and shall provide copies of Title IV of ERISAsuch documents and notices promptly after receipt thereof.

Employee Benefits. (a) Comply in all material respects with the applicable provisions of ERISA and the Code and (b) furnish to the Administrative Agent (i) as soon as possible after, and in any event within 30 days after any Responsible Officer of such the Borrower or any ERISA Affiliate knows or has reason to know that, any Reportable ERISA Event has occurred that alone or together with any other Reportable ERISA Event could reasonably be expected to result in liability of such the Borrower to the PBGC in an aggregate amount exceeding $10,000,0005,000,000, a statement of a Financial Officer setting forth details as to such Reportable ERISA Event and the action that the Borrower proposes to take with respect thereto, together with a copy of the notice, if any, of such Reportable ERISA Event given to the PBGC, (ii) promptly after receipt thereof, a copy of any notice that the Borrower or any ERISA Affiliate may receive from the PBGC relating to the intention of the PBGC to terminate any Plan or Plans (other than a Plan maintained by an ERISA Affiliate that is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Code Section 414) or to appoint a trustee to administer any such Plan, Plan and (iii) within 10 days after the due date for filing with the PBGC pursuant to Section 412(n) of the Code a notice of failure to make a required installment or other payment with respect to a Plan, a statement of a Financial Officer setting forth details as to such failure and the action that such the Borrower proposes to take with respect thereto, together with a copy of any such notice given to the PBGC and (iv) promptly and in any event within 30 days after receipt thereof by the Borrower or any ERISA Affiliate from the sponsor of a Multiemployer Plan, a copy of each notice received by the Borrower or any ERISA Affiliate concerning (A) the imposition of Withdrawal Liability or (B) a determination that a Multiemployer Plan is, or is expected to be, terminated or in reorganization, both within the meaning of Title IV of ERISAPBGC.

Employee Benefits. Part 2.10 of the Disclosure Letter sets forth a list of all pension plans, as defined in Section 3.2 of the Employment Retirement Income Security Act of 1974, as amended (“ERISA”) maintained by Seller or the Company or otherwise covering the employees of the Business and all bonus, profit sharing, option, or other types of employee benefit plans, arrangements with employees for bonuses, incentive compensation, deferred compensation, vacations, severance pay, retirement insurance, health insurance, health plans or other employee benefits (the “Plans”) maintained by Seller or the Company in which the employees of the Business are participating. Copies of all Plans described in the preceding sentence have been delivered to Buyer. Such Plans shall remain with or be transferred and assigned to Seller prior to the Closing. Where applicable, the Plans are qualified under § 401(a) of the Internal Revenue Code of 1986 as amended (the “Code”) and the related Trusts are exempt under § 501(a) of the Code. None of the Plans have accumulated any funding deficiency (as defined in ERISA and § 412 of the Code) whether or not waived, and until the Closing Date all contributions to the Plans as necessary to satisfy the minimum funding requirements under ERISA have been and will be made prior to the date they are due. Except as set forth in Part 2.10 of the Disclosure Letter: (a) Comply in all material respects with there has been no violation of the applicable provisions of reporting and disclosure requirements imposed under ERISA and or the Code and for which any penalty in a material amount has been or may be imposed with respect to any Plan; (b) furnish no Plan has any liability of any nature other than for routine payments to the Administrative Agent be made in due course to participants and beneficiaries; (ic) as soon as possible after, and in any no event within 30 days after any Responsible Officer of such Borrower or any ERISA Affiliate knows or has reason to know that, any Reportable Event has occurred that alone which would constitute a prohibited transaction under Section 406 of ERISA; (d) there are no lawsuits or together with claims which have been or will be, prior to Closing, asserted or instituted against the assets of any other Reportable Event could reasonably be expected to result in liability of such Borrower to trust under the PBGC in an aggregate amount exceeding $10,000,000, a statement of a Financial Officer setting forth details as to such Reportable Event and the action that the Borrower proposes to take with respect thereto, together with a copy Plans or against of the notice, if any, Plans; (e) there are no investigations pending by any governmental authority of such Reportable Event given to the PBGC, (ii) promptly after receipt thereof, a copy assets of any notice that trust under the Borrower Plans or against any ERISA Affiliate may receive from the PBGC relating to the intention of the PBGC to terminate any Plan or Plans; and (f) none of the Plans (other than is a Plan maintained by an ERISA Affiliate that is considered an ERISA Affiliate only pursuant to subsection (m) or (o“Multi-Employer Plan” as defined in Section 3(37) of Code Section 414) or to appoint a trustee to administer any such PlanERISA, (iii) within 10 days after the due date for filing with the PBGC pursuant to Section 412(n) of the Code a notice of failure to make a required installment or other payment with respect to a Plan, a statement of a Financial Officer setting forth details as to such failure and the action that such Borrower proposes to take with respect thereto, together with a copy of any such notice given to the PBGC and (iv) promptly and in any event within 30 days after receipt thereof amended by the Borrower or any ERISA Affiliate from the sponsor Multi-Employer Pension Plan Amendment Act of a Multiemployer Plan, a copy of each notice received by the Borrower or any ERISA Affiliate concerning (A) the imposition of Withdrawal Liability or (B) a determination that a Multiemployer Plan is, or is expected to be, terminated or in reorganization, both within the meaning of Title IV of ERISA1980.

Employee Benefits. (a) Comply in all material respects with the applicable provisions of ERISA and the provisions of the Code relating to ERISA and any applicable similar non-U.S. law, except for such noncompliances which could not reasonably be expected to result in a Material Adverse Effect, and (b) furnish to the Administrative Agent (i) as soon as possible after, and in any event within 30 days after any Responsible Officer of such Holdings, the Borrower or any ERISA Affiliate knows or has reason to know that, any Reportable Event has occurred that alone or together with any other Reportable Event could reasonably be expected to result in liability of such Borrower to the PBGC in an aggregate amount exceeding $10,000,000occurred, a statement of a Financial Officer setting forth details as to such Reportable Event and the action that the Borrower proposes proposed to take be taken with respect thereto, together with a copy of the notice, if any, of such Reportable Event given to the PBGC, (ii) promptly after any Responsible Officer learns of receipt thereof, a copy of any notice that the Borrower or any ERISA Affiliate may receive from the PBGC relating to the intention of the PBGC to terminate any Plan or Plans (other than a Plan maintained by an ERISA Affiliate that is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Code Section 414) or to appoint a trustee to administer any such Plan, (iii) within 10 30 days after the due date for filing with the PBGC pursuant to Section 412(n) of the Code a notice of failure to make a required installment or other payment with respect to a Plan, a statement of a Financial Officer setting forth details as to such failure and the action that such Borrower proposes proposed to take be taken with respect thereto, together with a copy of any such notice given to the PBGC and (iv) promptly after any Responsible Officer learns thereof and in any event within 30 days after receipt thereof by Holdings, the Borrower or any ERISA Affiliate from the sponsor of a Multiemployer Plan, a copy of each notice received by Holdings, the Borrower or any ERISA Affiliate concerning (A) the imposition of Withdrawal Liability or (B) a determination that a Multiemployer Plan is, or is expected to be, terminated or in reorganization, both in each case within the meaning of Title IV of ERISA, provided that in the case of each of clauses (i) through (iv) above, notice to the Administrative Agent shall only be required if such event or condition, together with all other events or conditions referred to in clauses (i) through (iv) above, could reasonably be expected to result in liability of Holdings, the Borrower or any of their Subsidiaries in an aggregate amount exceeding $35,000,000.