Common use of Employee Plans; ERISA Clause in Contracts

Employee Plans; ERISA. (a) Set forth on SCHEDULE 6.15 is a list of all Employee Plans that are maintained with respect to employees of each Borrower Affiliate, and a list of all Multiemployer Plans, all Welfare Plans and all other Employee Plans that each Borrower Affiliate adopted. All such plans that are subject to ERISA are in compliance therewith. (b) Except as set forth in SCHEDULE 6.15, no accumulated funding deficiency (as defined in 54 Section 302 of ERISA and Section 412 of the Internal Revenue Code), whether or not waived, has occurred with respect to any Employee Plan, and no ERISA Event has occurred or is reasonably expected to occur with respect to any Employee Plan. Except as set forth in SCHEDULE 6.15, the present value of all accrued benefits under each Employee Plan (based on those assumptions used to fund such Employee Plan) did not, as of the most recent valuation date, exceed the then current value of the assets of such Employee Plan allocable to such benefits. Except as set forth in SCHEDULE 6.15, full payment has been made on or before the due date thereof of all amounts that any Borrower Affiliate is required under the terms of each such Employee Plan to have paid as contributions to such plan. (c) Except as set forth in SCHEDULE 6.15, no Borrower Affiliate has incurred any withdrawal liability under Section 4201 of ERISA. (d) No Borrower Affiliate has participated in any Prohibited Transaction that has subjected, or may subject, it to any material civil penalty or tax imposed by Section 502(i) of ERISA or Section 4975 of the Internal Revenue Code, respectively. Except as set forth in SCHEDULE 6.15, no Borrower Affiliate has incurred, or is reasonably expected to incur, any liability to the Pension Benefit Guaranty Corporation (other than for insurance premiums, which have been paid when due). (e) The present value (determined using actuarial and other assumptions that are reasonable in respect of the benefits provided and the employees participating) of the liability of any Borrower Affiliate for post-retirement benefits to be provided to their current and former employees under all Welfare Plans does not, in the aggregate, exceed the assets under all such plans allocable to such benefits by an amount that would materially and adversely affect the financial condition of such Borrower Affiliate or the Borrower's ability to perform its obligations hereunder. (f) The execution and delivery of this Credit Agreement will not involve any transaction that is subject to the prohibitions of Section 406 of ERISA or in connection with which a tax could be imposed pursuant to Section 4975 of the Internal Revenue Code. (g) Except as set forth in SCHEDULE 6.15, no Borrower Affiliate is making or has ever made or been required to make any contributions to a Multiemployer Plan.

Employee Plans; ERISA. Except as would not or as could not reasonably be expected to have a Material Adverse Effect: -55- 61 (a) Set forth on SCHEDULE 6.15 is a list of all Employee Plans that are intended to satisfy Code Section 401(a) and maintained with respect to employees of each Borrower Affiliate, a list of all Multiemployer Plans and a list of all Multiemployer Plans, all Welfare Plans and all other Employee Plans that each Borrower Affiliate adoptedprovide post-retirement benefits to former employees. All such plans that are subject to ERISA are in compliance therewith. (b) Except as set forth in SCHEDULE 6.15, no accumulated funding deficiency (as defined in 54 Section 302 of ERISA and Section 412 of the Internal Revenue Code), whether or not waived, has occurred with respect to any Employee Pension Plan, and no ERISA Event has occurred or is reasonably expected to occur with respect to any Employee Pension Plan. Except as set forth in SCHEDULE 6.15, the present value of all accrued benefits under each Employee Pension Plan (based on those assumptions used to fund such Employee Pension Plan) did not, as of the most recent valuation date, exceed the then current value of the assets of such Employee Pension Plan allocable to such benefits. Except as set forth in SCHEDULE 6.15, full payment has been made on or before the due date thereof of all amounts that any Borrower Affiliate is required under the terms of each such Employee Pension Plan to have paid as contributions to such plan. (c) Except as set forth in SCHEDULE 6.15, no Borrower Affiliate has incurred any withdrawal liability under Section 4201 of ERISA. (d) No Borrower Affiliate has participated in any Prohibited Transaction that has subjected, or may reasonably subject, it to any material civil penalty or tax imposed by Section 502(i) of ERISA or Section 4975 of the Internal Revenue Code, respectively. Except as set forth in SCHEDULE 6.15, no Borrower Affiliate has incurred, or is reasonably expected to incur, any liability to the Pension Benefit Guaranty Corporation (other than for insurance premiums, which have been paid when due). (e) The present value (determined using actuarial and other assumptions that are reasonable in respect of the benefits provided and the employees participating) of the liability of any Borrower Affiliate for post-retirement benefits to be provided to their current and former employees under all Welfare Plans does not, in the aggregate, exceed the assets under all such plans allocable to such benefits by an amount that would materially and adversely affect the financial condition of such Borrower Affiliate or the Borrower's ability to perform its obligations hereunder. (f) The execution and delivery of this Credit Agreement will not involve any transaction that is subject to the prohibitions of Section 406 of ERISA or in connection with which a tax could be imposed pursuant to Section 4975 of the Internal Revenue Code. (g) Except as set forth in SCHEDULE 6.15, no Borrower Affiliate is making or has ever made or been required to make any contributions to a Multiemployer Plan.

Employee Plans; ERISA. (a) Set forth on SCHEDULE 6.15 is a list of all Employee Plans that are maintained with respect to employees of each Borrower Affiliate, and a list of all All Multiemployer Plans, all Welfare Plans and all other Employee Plans that each Borrower Affiliate adopted. All such plans that are subject has adopted with respect to ERISA its employees are in compliance therewithwith ERISA and the Internal Revenue Code. (b) Except as set forth in SCHEDULE 6.154.16, no accumulated funding deficiency (as defined in 54 Section 302 of ERISA and Section 412 of the Internal Revenue Code), whether or not waived, has occurred with respect to any Employee Plan, and no ERISA Event has occurred or is reasonably expected to occur with respect to any Employee Plan. Except as set forth in SCHEDULE 6.154.16, the present value of all accrued benefits under each Employee Plan (based on those assumptions used to fund such Employee Plan) did not, as of the most recent valuation date, exceed the then current value of the assets of such Employee Plan allocable to such benefits. Except as set forth in SCHEDULE 6.154.16, full payment has been made on or before the due date thereof of all amounts that any Borrower Affiliate is required under the terms of each such Employee Plan to have paid as contributions to such plan. (c) Except as set forth in SCHEDULE 6.154.16, no Borrower Affiliate has incurred any withdrawal liability under Section 4201 of ERISA. (d) No Borrower Affiliate has participated in any Prohibited Transaction that has subjected, or may subject, it to any material civil penalty or tax imposed by Section 502(i) of ERISA or Section 4975 of the Internal Revenue Code, respectively. Except as set forth in SCHEDULE 6.154.16, no Borrower Affiliate has incurred, or is reasonably expected to incur, any liability to the Pension Benefit Guaranty Corporation (other than for insurance premiums, which have been paid when due). (e) The present value (determined using actuarial and other assumptions that are reasonable in respect of the benefits provided and the employees participating) of the liability of any Borrower Affiliate for post-retirement benefits to be provided to their current and former employees under all Welfare Plans does not, in the aggregate, exceed the assets under all such plans allocable to such benefits by an amount that would materially and adversely affect the financial condition of such Borrower Affiliate or the Borrower's ability to perform its obligations hereunder. (f) The execution and delivery of this Credit Agreement will not involve any transaction that is subject to the prohibitions of Section 406 of ERISA or in connection with which a tax could be imposed pursuant to Section 4975 of the Internal Revenue Code. (g) Except as set forth in SCHEDULE 6.15, no No Borrower Affiliate is making or has ever made or been required to make any contributions to a Multiemployer Plan.

Employee Plans; ERISA. Except as disclosed in the Public Disclosure Documents, there are no employee benefit plans or plans for retirement, bonus, stock purchase, profit sharing, stock option, deferred compensation, severance or termination pay, insurance, medical, hospital, dental, vision care, drug, sick leave, disability, salary continuation, legal benefits, unemployment benefits, vacation, incentive or otherwise contributed to or required to be contributed to, by the Company or its Subsidiaries for the benefit of any current or former director, officer, employee or consultant of the Company or its Subsidiaries. The Company and its Subsidiaries and any “employee benefit plan” (aas defined under the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “ERISA”)) Set forth on SCHEDULE 6.15 is a list of established or maintained by the Company, its Subsidiaries or their “ERISA Affiliates” (as defined below) are in compliance in all Employee Plans that are maintained material respects with ERISA. “ERISA Affiliate” means, with respect to employees the Company or any of each Borrower Affiliateits subsidiaries, and a list any member of all Multiemployer Plansany group of organizations described in Sections 414(b), all Welfare Plans and all other Employee Plans that each Borrower Affiliate adopted. All such plans that are subject to ERISA are in compliance therewith. (bc), (m) Except as set forth in SCHEDULE 6.15, no accumulated funding deficiency or (as defined in 54 Section 302 of ERISA and Section 412 o) of the Internal Revenue Code)Code of 1986, whether or not waived, has occurred with respect to any Employee Planas amended, and no ERISA Event the regulations and published interpretations thereunder (the “Code”) of which the Company or such Subsidiary is a member. No “reportable event” (as defined under ERISA) has occurred or is reasonably expected to occur with respect to any Employee Plan“employee benefit plan” established or maintained by the Company, its Subsidiaries or any of their ERISA Affiliates. Except No “employee benefit plan” established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates, if such “employee benefit plan” were terminated, would have any “amount of unfunded benefit liabilities” (as set forth in SCHEDULE 6.15defined under ERISA). Neither the Company, the present value its Subsidiaries, nor any of all accrued benefits their ERISA Affiliates has incurred or reasonably expects to incur any liability under each Employee Plan (based on those assumptions used i) Title IV of ERISA with respect to fund such Employee Plantermination of, or withdrawal from, any “employee benefit plan” or (ii) did notSections 412, as 4971, 4975 or 4980B of the most recent valuation dateCode. Each employee benefit plan established or maintained by the Company, exceed the then current value its Subsidiaries or any of the assets of such Employee Plan allocable their ERISA Affiliates that is intended to such benefits. Except as set forth in SCHEDULE 6.15, full payment has been made on or before the due date thereof of all amounts that any Borrower Affiliate is required under the terms of each such Employee Plan to have paid as contributions to such plan. (c) Except as set forth in SCHEDULE 6.15, no Borrower Affiliate has incurred any withdrawal liability be qualified under Section 4201 of ERISA. (d) No Borrower Affiliate has participated in any Prohibited Transaction that has subjected, or may subject, it to any material civil penalty or tax imposed by Section 502(i) of ERISA or Section 4975 of the Internal Revenue Code, respectively. Except as set forth in SCHEDULE 6.15, no Borrower Affiliate has incurred, or is reasonably expected to incur, any liability to the Pension Benefit Guaranty Corporation (other than for insurance premiums, which have been paid when due). (e) The present value (determined using actuarial and other assumptions that are reasonable in respect of the benefits provided and the employees participating401(a) of the liability of any Borrower Affiliate for post-retirement benefits Code is so qualified and nothing has occurred, whether by action or failure to be provided to their current and former employees under all Welfare Plans does notact, in which would cause the aggregate, exceed the assets under all such plans allocable to such benefits by an amount that would materially and adversely affect the financial condition loss of such Borrower Affiliate or the Borrower's ability to perform its obligations hereunderqualification. (f) The execution and delivery of this Credit Agreement will not involve any transaction that is subject to the prohibitions of Section 406 of ERISA or in connection with which a tax could be imposed pursuant to Section 4975 of the Internal Revenue Code. (g) Except as set forth in SCHEDULE 6.15, no Borrower Affiliate is making or has ever made or been required to make any contributions to a Multiemployer Plan.