Common use of Employee Plans Clause in Contracts

Employee Plans. Each Employee Plan is in compliance in all material respects with, and has been administered in compliance with, the applicable provisions of ERISA, the Code, and any other applicable law. No Employee Plan is subject to the “at-risk” requirements in section 303 of ERISA and section 430 of the Code. Except where the occurrence or existence, individually or in the aggregate, is not a Material Adverse Event or, in any event, likely to result in a Lien on the assets of any Company or the Companies securing liability of any Company or the Companies (individually or when aggregated with any liability of the Companies contemplated elsewhere in this Section and in Section 8.8 and Section 8.9 herein that is reasonably likely to be secured by Liens) in excess of the Threshold Amount, (a) no Employee Plan or Multiemployer Plan, as applicable, has any “unpaid minimum required contribution” (as described in section 4971(c)(4) of the Code), whether or not waived, or any “accumulated funding deficiency” (as defined in section 302 of ERISA or section 412 of the Code), (b) no Company nor any ERISA Affiliate has incurred liability under ERISA to the PBGC in connection with any Employee Plan (other than required insurance premiums, all of which have been paid), (c) no Company nor any ERISA Affiliate has withdrawn in whole or in part from participation in a Multiemployer Plan, (d) no Company nor any ERISA Affiliate, nor any Multiemployer Plan to which any Company or any ERISA Affiliate contributes to or has contributed to, has received notice concerning the determination that the Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA, (e) no Company nor any ERISA Affiliate has engaged in any “prohibited transaction” (as defined in section 406 of ERISA or section 4975 of the Code), and (f) no “reportable event” (as defined in section 4043 of ERISA) has occurred with respect to an Employee Plan, excluding events for which the notice requirement is waived under applicable PBGC regulations.

Employee Plans. Each Employee Plan is in compliance in all material respects with, and has been administered in compliance with, the applicable provisions of ERISA, the Code, and any other applicable law. No Employee Plan is subject to the “at-risk” requirements in section 303 of ERISA and section 430 of the Code. Except where the occurrence or existence, individually or in the aggregate, is not a Material Adverse Event or, in any event, likely to result in a Lien on the assets of any Company or the Companies securing liability of for any Company or the Companies (individually or when aggregated with any liability of the Companies contemplated elsewhere in this Section and in by Section 8.8 and Section 8.9 herein that is reasonably likely to be secured by Liens) in excess of the Threshold Amount, (a) no an Employee Plan or Multiemployer Plan, as applicable, has any “unpaid minimum required contribution” (as described in section 4971(c)(4) of the Code), whether or not waived, or any “accumulated funding deficiency” (as defined in section 302 of ERISA or section 412 of the Code), (b) no a Company nor any or an ERISA Affiliate has incurred incurs liability under ERISA to the PBGC in connection with any Employee Plan (other than required insurance premiums, all of which have been paidpremiums paid when due), (c) no a Company nor any or an ERISA Affiliate has withdrawn withdraws in whole or in part from participation in a Multiemployer Plan, (d) no Company nor any a Company, an ERISA Affiliate, nor any or a Multiemployer Plan to which any a Company or any ERISA Affiliate contributes to or has contributed to, has received receives notice concerning the determination that the Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA, (e) no a Company nor any or an ERISA Affiliate has engaged engages in any “prohibited transaction” (as defined in section 406 of ERISA or section 4975 of the Code), and or (f) no a “reportable event” (as defined in section 4043 of ERISA) has occurred occurs with respect to an Employee Plan, excluding events for which the notice requirement is waived under applicable PBGC regulations.

Employee Plans. Each All employee benefit, welfare, bonus, deferred compensation, pension, profit sharing, stock option, employee stock ownership, consulting, severance, or fringe benefit plans, formal or informal, written or oral, and all trust agreements related thereto, relating to any present or former directors, officers or employees of SunTrust or its subsidiaries ("SunTrust Employee Plan is in compliance Plans") have been maintained, operated, and administered in all material respects within compliance with their terms and currently comply, and has been administered have at all relevant times complied, in compliance with, all material respects with the applicable provisions requirements of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), the Code, and any other applicable lawlaws. No With respect to each SunTrust Employee Plan which is a pension plan (as defined in Section 3(2) of ERISA): (a) each pension plan as amended (and any trust relating thereto) intended to be a qualified plan under Section 401(a) of the Code either: (i) has been determined by the Internal Revenue Service ("IRS") to be so qualified, (ii) is the subject of a pending application for such determination that was timely filed, or (iii) will be submitted for such a determination prior to end of the “at-risk” requirements "remedial amendment period" within the meaning of Section 401(b) of the Code, (b) there is no accumulated funding deficiency (as defined in section 303 Section 302 of ERISA and section 430 of the Code. Except where the occurrence or existence, individually or in the aggregate, is not a Material Adverse Event or, in any event, likely to result in a Lien on the assets of any Company or the Companies securing liability of any Company or the Companies (individually or when aggregated with any liability of the Companies contemplated elsewhere in this Section and in Section 8.8 and Section 8.9 herein that is reasonably likely to be secured by Liens) in excess of the Threshold Amount, (a) no Employee Plan or Multiemployer Plan, as applicable, has any “unpaid minimum required contribution” (as described in section 4971(c)(4) 412 of the Code), whether or not waived, and no waiver of the minimum funding standards of such sections has been requested from the IRS, (c) neither SunTrust nor any of its subsidiaries has provided, or is required to provide, security to any “accumulated funding deficiency” pension plan pursuant to Section 401(a)(29) of the Code, (d) the fair market value of the assets of each defined benefit plan (as defined in section 302 Section 3(35) of ERISA) exceeds the value of the "benefit liabilities" within the meaning of Section 4001(a)(16) of ERISA under such defined benefit plan as of the end of the most recent plan year thereof ending prior to the date hereof, calculated on the basis of the actuarial assumptions used in the most recent actuarial valuation for such defined benefit plan as of the date hereof, (e) no reportable event described in Section 4043 of ERISA has occurred for which the 30 day reporting requirement has not been waived has occurred, (f) no defined benefit plan has been terminated, nor has the Pension Benefit Guaranty Corporation ("PBGC") instituted proceedings to terminate a defined benefit plan or to appoint a trustee or administrator of a defined benefit plan, and no circumstances exist that constitute grounds under Section 4042(a)(2) of ERISA entitling the PBGC to institute any such proceedings and (g) no pension plan is a "multiemployer plan" within the meaning of Section 3(37) of ERISA or section 412 a "multiple employer plan" within the meaning of Section 413(c) of the Code), (b) no Company . Neither SunTrust nor any ERISA Affiliate of its subsidiaries has incurred any liability under ERISA to the PBGC in connection with respect to any Employee Plan (other than required insurance premiums"single-employer plan" within the meaning of Section 4001(a)(15) of ERISA currently or formerly maintained by any entity considered one employer with it under Section 4001 of ERISA or Section 414 of the Code, except for premiums all of which have been paid), (c) no Company paid when due. Neither SunTrust nor any ERISA Affiliate of its subsidiaries has withdrawn in whole or in part from participation in incurred any withdrawal liability with respect to a Multiemployer Plan, (d) no Company nor any ERISA Affiliate, nor any Multiemployer Plan to which any Company or any ERISA Affiliate contributes to or has contributed to, has received notice concerning the determination that the Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning multiemployer plan under Subtitle E of Title IV of ERISA. Neither SunTrust nor any of its subsidiaries has an obligation to institute any Employee Plan or any such other arrangement, agreement or plan. With respect to any insurance policy that heretofore has or currently does provide funding for benefits under any SunTrust Employee Plan, (eA) there is no Company liability on the part of SunTrust or any of its subsidiaries in the nature of a retroactive or retrospective rate adjustment, loss sharing arrangement, or other actual or contingent liability, nor would there be any ERISA Affiliate has engaged in any “prohibited transaction” (as defined in section 406 of ERISA or section 4975 of the Code)such liability if such insurance policy was terminated, and (fB) no “reportable event” (as defined insurance Crestar issuing such policy is in section 4043 receivership, conservatorship, liquidation or similar proceeding and, to the knowledge of ERISA) has occurred SunTrust, no such proceeding with respect to an any such insurer is imminent. Neither the execution of this Agreement, nor the consummation of the transactions contemplated thereby will (A) constitute a stated triggering event under any SunTrust Employee Plan that will result in any payment (whether of severance pay or otherwise) becoming due from SunTrust or any of its subsidiaries to any present or former officer, employee, director, shareholder, consultant or dependent of any of the foregoing or (B) accelerate the time of payment or vesting, or increase the amount of compensation due to any present or former officer, employee, director, shareholder, consultant, or dependent of any of the foregoing. Neither SunTrust nor any of its subsidiaries has any obligations for retiree health and life benefits under any SunTrust Employee Plan, excluding events for which . There are no restrictions on the notice requirement is waived under applicable PBGC regulationsrights of SunTrust or its subsidiaries to amend or terminate any such SunTrust Employee Plan without incurring any liability thereunder.

Employee Plans. Each Employee Plan is in compliance in all material respects with, and has been administered in compliance with, the applicable provisions of ERISA, the Code, and any other applicable law. No Employee Plan is subject to the “at-risk” requirements in section 303 of ERISA and section 430 of the Code. Except where the occurrence or existence, individually or in the aggregate, is not a Material Adverse Event or, in any event, likely to result in a Lien as disclosed on the assets of any Company or the Companies securing liability of any Company or the Companies (individually or when aggregated with any liability of the Companies contemplated elsewhere in this Section and in Section 8.8 and Section 8.9 herein that is reasonably likely to be secured by Liens) in excess of the Threshold AmountSCHEDULE 7.11, (a) no Employee Plan or Multiemployer Plan, as applicable, subject to ERISA has any “unpaid minimum required contribution” (as described in section 4971(c)(4) of the Code), whether or not waived, or any “incurred an "accumulated funding deficiency” " (as defined in section Section 302 of ERISA or section Section 412 of the Code), (b) no Company neither the Borrower nor any ERISA Affiliate has incurred liability liability, except for liabilities for premiums that have been paid or that are not past due, under ERISA to the PBGC in connection with any Employee Plan (other than required insurance premiums, all of which have been paid)Plan, (c) no Company neither the Borrower nor any ERISA Affiliate has withdrawn in whole or in part from participation in a Multiemployer Plan, (d) no Company nor any ERISA Affiliate, nor any Multiemployer Plan in a manner that has given rise to which any Company or any ERISA Affiliate contributes to or has contributed to, has received notice concerning the determination that the Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of a withdrawal liability under Title IV of ERISA, (ed) no Company neither the Borrower nor any ERISA Affiliate has engaged in any “"prohibited transaction” " (as defined in section Section 406 of ERISA or section Section 4975 of the Code), and (fe) no “"reportable event” " (as defined in section Section 4043 of ERISA) has occurred with respect to an Employee Plan, excluding events for which the notice requirement is waived under applicable PBGC regulations, (f) neither the Borrower nor any ERISA Affiliate has any liability, or is subject to any Lien, under ERISA or the Code to or on account of any Employee Plan, (g) each Employee Plan subject to ERISA and the Code complies in all material respects, both in form and operation, with ERISA and the Code, and (h) no Multiemployer Plan subject to the Code is in reorganization within the meaning of Section 418 of the Code. The present value of all benefit liabilities within the meaning of Title IV of ERISA under each Employee Plan (based on those actuarial assumptions used to fund such Employee Plan) did not, as of the last annual valuation date for the 1999 plan year of such Plan, exceed the value of the assets of such Employee Plan, and the total present values of all benefit liabilities within the meaning of Title IV of ERISA of all Employee Plans (based on the actuarial assumptions used to fund each such Plan) did not, as of the respective annual valuation dates for the 1999 plan year of each such Plan, exceed the value of the assets of all such plans.

Employee Plans. Each Employee Plan is in compliance in all material respects with, and has been administered in compliance with, the applicable provisions of ERISA, the Code, and any other applicable law. No Employee Plan is subject to the “at-risk” requirements in section 303 of ERISA and section 430 Any of the Code. Except where the occurrence or existence, individually or in the aggregate, is not a Material Adverse Event or, in following events shall occur with respect to any event, likely to result in a Lien on the assets of Plan: (i) any Company or the Companies securing liability of any Company or the Companies (individually or when aggregated with any liability of the Companies contemplated elsewhere in this Section and in Section 8.8 and Section 8.9 herein that is reasonably likely to be secured by Liens) in excess of the Threshold Amount, (a) no Employee Plan or Multiemployer Plan, as applicable, has any “unpaid minimum required contribution” (as described in section 4971(c)(4) of the Code), whether or not waived, or any “accumulated funding deficiency” (as defined in section 302 of ERISA or section 412 of the Code), (b) no Company nor any ERISA Affiliate has incurred liability under ERISA to the PBGC in connection with any Employee Plan (other than required insurance premiums, all of which have been paid), (c) no Company nor any ERISA Affiliate has withdrawn in whole or in part from participation in a Multiemployer Plan, (d) no Company nor any ERISA Affiliate, nor any Multiemployer Plan to which any Company or any ERISA Affiliate contributes to or has contributed to, has received notice concerning the determination that the Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA, (e) no Company nor any ERISA Affiliate has engaged Person shall engage in any “prohibited transaction” (as defined in section Section 406 of ERISA or section Section 4975 of the Code) involving any Plan and such “prohibited transaction” could result in a Material Adverse Change, (ii) any failure to satisfy the minimum funding standard applicable to the Plan for any plan year (within the meaning of Section 412 of the Code or Section 302 of ERISA), and (f) no “reportable event” (as defined in section 4043 of ERISA) has occurred whether or not waived, shall exist with respect to an Employee any Single Employer Plan, excluding (iii) a Reportable Event shall occur with respect to, or proceedings shall commence to have a trustee appointed, or a trustee shall be appointed, to administer or to terminate, any Single Employer Plan, which Reportable Event or commencement of proceedings or appointment of a trustee is, in the opinion of the Required Lenders, likely to result in the termination of such Plan for purposes of Title IV of ERISA, (iv) a notice of intent to terminate any Single Employer Plan for purposes of Title IV of ERISA is issued by the plan administrator thereof without the prior written consent of the Required Lenders, or the PBGC shall commence proceedings to terminate any Single Employer Plan, (v) any Loan Party or any Commonly Controlled Entity shall, or in the opinion of the Required Lenders is likely to, incur any liability in connection with a withdrawal from, or the Insolvency, Reorganization or termination of, a Multiemployer Plan, (vi) any Loan Party or any Commonly Controlled Entity shall fail to make any quarterly installment payment to a Pension Plan required under Section 303(j) of ERISA or Section 430 of the Code, (vii) any Loan Party or any Commonly Controlled Entity shall fail to make any contribution to a Multiemployer Plan which is required under ERISA, the Code or applicable collective bargaining agreements, or (viii) any other event or condition shall occur or exist with respect to a Plan; and in each case in clauses (i) through (viii) above, such event or condition, together with all other such events for or conditions, if any, could subject any Loan Party (directly or indirectly) to any tax, penalty or other liabilities under Title I or Title IV of ERISA, Section 404 or 419 and Chapter 43 of the IRC or any other applicable law which in the notice requirement is waived under applicable PBGC regulationsaggregate could result in a Material Adverse Change.

Employee Plans. Each Employee Plan is in compliance in all material respects with, and has been administered in compliance with, the applicable provisions of ERISA, the Code, and any other applicable law. No Employee Plan is subject to the “at-risk” requirements in section 303 of ERISA and section 430 of the Code. Except EXCEPT as disclosed on SCHEDULE 7.12 or where the occurrence or existence, individually or in the aggregate, is not a Material Adverse Event or, in any event, likely to result in a Lien on the assets of any Company or the Companies securing liability of any Company or the Companies (individually or when aggregated with any liability of the Companies contemplated elsewhere in this Section and in Section 8.8 and Section 8.9 herein that is reasonably likely to be secured by Liens) in excess of the Threshold Amount, (a) no Employee Plan or Multiemployer Plan, as applicable, subject to ERISA has any “unpaid minimum required contribution” (as described in section 4971(c)(4) of the Code), whether or not waived, or any “accumulated funding deficiency” incurred an "ACCUMULATED FUNDING DEFICIENCY" (as defined in section 302 SECTION 402 of ERISA or section 412 SECTION 512 of the Code), (b) no Company neither Borrower nor any ERISA Affiliate has incurred liability -- EXCEPT for liabilities for premiums that have been paid or that are not past due -- under ERISA to the PBGC in connection with any Employee Plan (other than required insurance premiums, all of which have been paid)Plan, (c) no Company neither Borrower nor any ERISA Affiliate has withdrawn in whole or in part from participation in a Multiemployer Plan, (d) no Company nor any ERISA Affiliate, nor any Multiemployer Plan in a manner that has given rise to which any Company or any ERISA Affiliate contributes to or has contributed to, has received notice concerning the determination that the Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title a withdrawal liability under TITLE IV of ERISA, (ed) no Company neither Borrower nor any ERISA Affiliate has engaged in any “prohibited transaction” "PROHIBITED TRANSACTION" (as defined in section SECTION 406 of ERISA or section SECTION 4975 of the Code), and (fe) no “reportable event” "REPORTABLE EVENT" (as defined in section AS DEFINED IN SECTION 4043 of ERISA) has occurred with respect to an Employee Plan, excluding events for which the notice requirement is waived under applicable PBGC regulationsregulations or notice has been timely given, (f) neither Borrower nor any ERISA Affiliate has any liability (excluding any liabilities, contributions, or benefits that are not past due), or is subject to any Lien, under ERISA or the Code to or on account of any Employee Plan, (g) each Employee Plan subject to ERISA and the Code complies in all material respects, both in form and operation, with ERISA and the Code, and (h) no Multiemployer Plan subject to the Code is in reorganization within the meaning of SECTION 418 of the Code. None of the matters disclosed on SCHEDULE 7.12 give rise to any other "REPORTABLE EVENTS," as defined above.

Employee Plans. Each Employee Plan is in compliance in all material respects withBorrower Party shall, and has been administered in compliance withshall cause each of its ERISA Affiliates to, the applicable provisions of ERISA, the Code, and any other applicable law. No Employee Plan is subject to the “at-risk” requirements in section 303 of ERISA and section 430 of the Code. Except where the occurrence or existence, individually or in the aggregate, is not a Material Adverse Event oras soon as possible and, in any event, likely within 10 days after such Borrower Party knows or has reason to result know that: (i) an ERISA Event has occurred; (ii) that a transaction prohibited under ERISA, the IRC or a foreign Law of similar nature has occurred resulting in a Lien on material liability to an Employee Plan, a Borrower Party or any of its ERISA Affiliates (or any entity which they have an obligation to indemnify); (iii) that an accumulated funding deficiency has been incurred or an application is to be or has been made to the assets of any Company or the Companies securing liability of any Company or the Companies (individually or when aggregated with any liability Secretary of the Companies contemplated elsewhere Treasury for a waiver of the minimum funding standard with respect to an accumulation funding deficiency of $1,000,000 or more, that a failure to make timely contributions to a Benefit Plan may give or has given rise to a Lien in this Section and a material amount; (iv) that an amendment to a Benefit Plan may require or requires the granting of a security interest in Section 8.8 and Section 8.9 herein a material amount; (v) that is reasonably proceedings are likely to be secured by Liensor have been instituted to terminate a Benefit Plan; or (vi) in excess of the Threshold Amount, (a) no Employee Plan that a Borrower Party or Multiemployer Plan, as applicable, has any “unpaid minimum required contribution” (as described in section 4971(c)(4) of the Code), whether or not waived, or any “accumulated funding deficiency” (as defined in section 302 of ERISA or section 412 of the Code), (b) no Company nor any an ERISA Affiliate has incurred or may incur any material liability under ERISA to the PBGC in connection with any Employee Plan (other than required insurance premiums, all of which have been paid), (cSection 502(g) no Company nor any ERISA Affiliate has withdrawn in whole or in part from participation in a Multiemployer Plan, (d) no Company nor any ERISA Affiliate, nor any Multiemployer Plan to which any Company or any ERISA Affiliate contributes analogous provision relating to Section 515 or has contributed to, has received notice concerning the determination that the Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA, (e) no Company nor any deliver to Agents a certificate of an authorized representative of such Borrower Party or ERISA Affiliate has engaged setting forth details as to such occurrence and action, if any, which such Borrower Party or the ERISA Affiliate is required or proposes to take, together with any notices required or proposed to be filed with or by such Borrower Party, the ERISA Affiliate, the PBGC or the plan administrator with respect thereto. For purposes of this Section 6.15, an item is material if alone or taken with any other item in this Section 6.15 it results in a liability of $1,000,000 or more. Copies of any “prohibited transaction” (as defined in section 406 of ERISA or section 4975 notices required to be delivered to the Agents hereunder shall be delivered not later than 10 days after the later of the Code)date such notice has been filed with the IRS or the PBGC or received by such Borrower Party or the ERISA Affiliate. Upon the request of any Agent or any of the Lenders made from time to time, each Borrower Party will deliver a copy of the most recent actuarial report and (f) no “reportable event” (as defined in section 4043 of ERISA) has occurred annual report completed with respect to an any Employee Plan or Benefit Plan, excluding events for which and any other financial information such Borrower Party has with respect to the notice requirement is waived under applicable PBGC regulationsEmployee Plan or Benefit Plan.

Employee Plans. Each Employee Plan is Any of the following events shall occur with respect to any Plan: (i) any Person shall engage in compliance any "prohibited transaction" (as defined in all material respects with, and has been administered in compliance with, the applicable provisions of ERISA, the Code, and any other applicable law. No Employee Plan is subject to the “at-risk” requirements in section 303 Section 406 of ERISA and section 430 or Section 4975 of the Code. Except where the occurrence or existence, individually or ) involving any Plan and such "prohibited transaction" could result in the aggregate, is not a Material Adverse Event orChange, (ii) any "accumulated funding deficiency" (as defined in any event, likely to result in a Lien on the assets of any Company or the Companies securing liability of any Company or the Companies (individually or when aggregated with any liability Section 412 of the Companies contemplated elsewhere in this Code or Section and in Section 8.8 and Section 8.9 herein that is reasonably likely to be secured by Liens) in excess 302 of the Threshold Amount, (a) no Employee Plan or Multiemployer Plan, as applicable, has any “unpaid minimum required contribution” (as described in section 4971(c)(4) of the CodeERISA), whether or not waived, or shall exist with respect to any “accumulated funding deficiency” (as defined in section 302 of ERISA or section 412 of the Code), (b) no Company nor any ERISA Affiliate has incurred liability under ERISA to the PBGC in connection with any Employee Plan (other than required insurance premiums, all of which have been paid), (c) no Company nor any ERISA Affiliate has withdrawn in whole or in part from participation in a Multiemployer Single Employer Plan, (diii) no Company nor any ERISA Affiliate, nor any Multiemployer Plan to which any Company or any ERISA Affiliate contributes to or has contributed a Reportable Event shall occur with respect to, has received notice concerning the determination that the Multiemployer Plan or proceedings shall commence to have a trustee appointed, or a trustee shall be appointed, to administer or to terminate, any Single Employer Plan, which Reportable Event or commencement of proceedings or appointment of a trustee is, or is expected in the reasonable opinion of the Required Lenders, likely to be, insolvent or result in reorganization, within the meaning termination of such Plan for purposes of Title IV of ERISA, (eiv) no Company nor a notice of intent to terminate any Single Employer Plan for purposes of Title IV of ERISA Affiliate has engaged is issued by the plan administrator thereof without the prior written consent of the Required Lenders, or the PBGC shall commence proceedings to terminate any Single Employer Plan, (v) any Loan Party or any Commonly Controlled Entity shall, or in the reasonable opinion of the Required Lenders is likely to, incur any “prohibited transaction” liability in connection with a withdrawal from, or the Insolvency, Reorganization or termination of, a Multiemployer Plan, (as defined in section 406 vi) any Loan Party or any Commonly Controlled Entity shall fail to make any quarterly installment payment to a Pension Plan required under Section 302(e) of ERISA or section 4975 Section 412(m) of the Code), and (fvii) no “reportable event” any Loan Party or any Commonly Controlled Entity shall fail to make any contribution to a Multiemployer Plan which is required under ERISA, the Code or applicable collective bargaining agreements, or (as defined in section 4043 of ERISAviii) has occurred any other event or condition shall occur or exist with respect to an Employee a Plan; and in each case in clauses (i) through (viii) above, excluding such event or condition, together with all other such events for or conditions, if any, could subject any Loan Party (directly or indirectly) to any tax, penalty or other liabilities under Title I or Title IV of ERISA, Section 404 or 419 and Chapter 43 of the IRC or any other applicable law which in the notice requirement is waived under applicable PBGC regulationsaggregate could result in a Material Adverse Change.

Employee Plans. Each Employee Plan is in compliance in all material respects with, and has been administered in compliance with, the applicable provisions of ERISA, the Code, and any other applicable law. No Employee Plan is subject to the “at-risk” requirements in section 303 of ERISA and section 430 of the Code. Except where the occurrence or existence, individually or in the aggregate, is not a Material Adverse Event or, in any event, likely to result in a Lien on the assets of any Company or the Companies securing liability of any Company or the Companies (individually or when aggregated with any liability of the Companies contemplated elsewhere in this Section and in Section 8.8 and Section 8.9 herein that is reasonably likely to be secured by Liens) in excess of the Threshold Amount, (ai) no Employee Plan or Multiemployer Plan, as applicable, subject to ERISA has any “unpaid minimum required contribution” (as described in section 4971(c)(4) of the Code), whether or not waived, or any “incurred an "accumulated funding deficiency” " (as defined in section Section 302 of ERISA or section 412 Section 512 of the CodeIRC), (bii) no neither any Company nor any ERISA Affiliate has incurred liability (except for liabilities for premiums that have been paid or that are not past due) under ERISA to the PBGC in connection with any Employee Plan (other than required insurance premiums, all of which have been paid)Plan, (ciii) no neither any Company nor any ERISA Affiliate has withdrawn in whole or in part from participation in a Multiemployer Plan, (d) no Company nor any ERISA Affiliate, nor any Multiemployer Plan in a manner that has given rise to which any Company or any ERISA Affiliate contributes to or has contributed to, has received notice concerning the determination that the Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of a withdrawal liability under Title IV of ERISA, (eiv) no neither any Company nor any ERISA Affiliate has engaged in any “"prohibited transaction” " (as defined in section Section 406 of ERISA or section Section 4975 of the CodeIRC), and (fv) no “"reportable event” " (as defined in section Section 4043 of ERISA) has occurred with respect to an Employee Plan, excluding events for which the notice requirement is waived under applicable PBGC regulations, (vi) neither any Company nor any ERISA Affiliate has any liability, or is subject FIRST AMENDED AND RESTATED CREDIT AGREEMENT Page 43 AMERICAN NATIONAL BANK and HARRXX XXXK -- ULTRAK OPERATING, L.P. 56 to any Lien, under ERISA or the IRC to or on account of any Employee Plan, (vii) each Employee Plan subject to ERISA and the IRC complies in all material respects, both in form and operation, with ERISA and the IRC and (viii) no Multiemployer Plan subject to the IRC is in reorganization within the meaning of Section 418 of the IRC.

Employee Plans. Each Employee Plan is Any of the following events shall occur with respect to any Plan: (i) any Person shall engage in compliance any "prohibited transaction" (as defined in all material respects with, and has been administered in compliance with, the applicable provisions of ERISA, the Code, and any other applicable law. No Employee Plan is subject to the “at-risk” requirements in section 303 Section 406 of ERISA and section 430 or Section 4975 of the Code. Except where the occurrence or existence) involving any Plan, individually or (ii) any "accumulated funding deficiency" (as defined in the aggregate, is not a Material Adverse Event or, in any event, likely to result in a Lien on the assets of any Company or the Companies securing liability of any Company or the Companies (individually or when aggregated with any liability Section 412 of the Companies contemplated elsewhere Code or Section 302 of ERISA) not disclosed in this Section and in Section 8.8 and Section 8.9 herein that is reasonably likely to be secured by Liens) in excess of the Threshold Amount, Item 8 (a) no Employee Plan or Multiemployer Plan, as applicable, has any “unpaid minimum required contribution” (as described in section 4971(c)(4"Benefit Plans") of the Code)Disclosure Schedule, whether or not waived, or shall exist with respect to any “accumulated funding deficiency” (as defined in section 302 of ERISA or section 412 of the Code), (b) no Company nor any ERISA Affiliate has incurred liability under ERISA to the PBGC in connection with any Employee Plan (other than required insurance premiums, all of which have been paid), (c) no Company nor any ERISA Affiliate has withdrawn in whole or in part from participation in a Multiemployer Single Employer Plan, (diii) no Company nor any ERISA Affiliate, nor any Multiemployer Plan to which any Company or any ERISA Affiliate contributes to or has contributed a Reportable Event shall occur with respect to, has received notice concerning the determination that the Multiemployer Plan or proceedings shall commence to have a trustee appointed, or a trustee shall be appointed, to administer or to terminate, any Single Employer Plan, which Reportable Event or commencement of proceedings or appointment of a trustee is, or is expected in the reasonable opinion of the Required Lenders, likely to be, insolvent or result in reorganization, within the meaning termination of such Plan for purposes of Title IV of ERISA, (eiv) no Company nor a notice of intent to terminate any Single Employer Plan for purposes of Title IV of ERISA Affiliate has engaged is issued by the plan administrator thereof without the prior written consent of the Required Lenders, or the PBGC shall commence proceedings to terminate any Single Employer Plan, (v) the Borrower or any Commonly Controlled Entity or Subsidiary shall, or in the reasonable opinion of the Required Lenders is likely to, incur any “prohibited transaction” liability in connection with a withdrawal from, or the ERISA Insolvency, Plan Reorganization or termination of, a Multiemployer Plan, (as defined in section 406 vi) the Borrower or any Commonly Controlled Entity or Subsidiary shall fail to make any quarterly installment payment to a Pension Plan required under Section 302(e) of ERISA or section 4975 Section 412(m) of the Code), and (fvii) no “reportable event” the Borrower or any Commonly Controlled Entity or Subsidiary shall fail to make any contribution to a Multiemployer Plan which is required under ERISA, the Code or applicable collective bargaining agreements, or (as defined in section 4043 of ERISAviii) has occurred any other event or condition shall occur or exist with respect to an Employee a Plan; and in each case in clauses (i) through (viii) above, excluding such event or condition, together with all other such events for or conditions, if any, could subject the Borrower or any Subsidiary (directly or indirectly) to any tax, penalty or other liabilities under Title I or Title IV of ERISA, Section 404 or 419 and Chapter 43 of the IRC or any other applicable law which in the notice requirement is waived under applicable PBGC regulationsaggregate could result in a Material Adverse Change.

Employee Plans. Each Employee Plan is in compliance in all material respects with, and has been administered in compliance with, the applicable provisions of ERISA, the Code, and any other applicable law. No Employee Plan is subject to the “at-risk” requirements in section 303 of ERISA and section 430 of the Code. Except where the occurrence or existence, individually or in the aggregate, is not a Material Adverse Event or, in any event, likely to result in a Lien as disclosed on the assets of any Company or the Companies securing liability of any Company or the Companies (individually or when aggregated with any liability of the Companies contemplated elsewhere in this Section and in Section 8.8 and Section 8.9 herein that is reasonably likely to be secured by Liens) in excess of the Threshold AmountSCHEDULE 7.11, (a) no Employee Plan or Multiemployer Plan, as applicable, subject to ERISA has any “unpaid minimum required contribution” (as described in section 4971(c)(4) of the Code), whether or not waived, or any “incurred an "accumulated funding deficiency” " (as defined in section Section 302 of ERISA or section Section 412 of the Code), (b) no Company neither Borrower nor any ERISA Affiliate has incurred liability - except for liabilities for premiums that have been paid or that are not past due - under ERISA to the PBGC in connection with any Employee Plan (other than required insurance premiums, all of which have been paid)Plan, (c) no Company neither Borrower nor any ERISA Affiliate has withdrawn in whole or in part from participation in a Multiemployer Plan, (d) no Company nor any ERISA Affiliate, nor any Multiemployer Plan in a manner that has given rise to which any Company or any ERISA Affiliate contributes to or has contributed to, has received notice concerning the determination that the Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of a withdrawal liability under Title IV of ERISA, (ed) no Company neither Borrower nor any ERISA Affiliate has engaged in any “"prohibited transaction” " (as defined in section Section 406 of ERISA or section Section 4975 of the Code), and (fe) no “"reportable event” " (as defined in section Section 4043 of ERISA) has occurred with respect to an Employee Plan, excluding events for which the notice requirement is waived under applicable PBGC regulations, (f) neither Borrower nor any ERISA Affiliate has any liability, or is subject to any Lien, under ERISA or the Code to or on account of any Employee Plan, (g) each Employee Plan subject to ERISA and the Code complies in all material respects, both in form and operation, with ERISA and the Code, and (h) no Multiemployer Plan subject to the Code is in reorganization within the meaning of Section 418 of the Code. The present value of all benefit liabilities within the meaning of Title IV of ERISA under each Employee Plan (based on those actuarial assumptions used to fund such Employee Plan) did not, as of the last annual valuation date for the 1999 plan year of such Plan, exceed the value of the assets of such Employee Plan, and the total present values of all benefit liabilities within the meaning of Title IV of ERISA of all Employee Plans (based on the actuarial assumptions used to fund each such Plan) did not, as of the respective annual valuation dates for the 1999 plan year of each such Plan, exceed the value of the assets of all such plans.

Employee Plans. Each Employee Plan is in compliance in all material respects with, As soon as possible and within 30 days after Greenbriar knows or has been administered in compliance with, the applicable provisions reason to know that any event which would constitute a reportable event under Section 4043(b) of ERISA, the Code, and Title IV of ERISA with respect to any employee pension or other applicable law. No Employee Plan is benefit plan of Greenbriar subject to ERISA has occurred, or that the “at-risk” requirements in section 303 PBGC has instituted or will institute proceedings under ERISA to terminate that plan, deliver a certificate of ERISA a Responsible Officer of Greenbriar setting forth details as to that reportable event and section 430 the action which Greenbriar proposes to take with respect to it, together with a copy of any notice of that reportable event which may be required to be filed with the CodePBGC, or any notice delivered by the PBGC evidencing its intent to institute those proceedings or any notice to the PBGC that the plan is to be terminated, as the case may be. For all purposes of this section, Greenbriar is deemed to have all knowledge or knowledge of all facts attributable to the plan administrator under ERISA. Except where the occurrence or existence, individually or in the aggregate, is not a Material Adverse Event orEffect, in Greenbriar shall not, and shall not permit any eventSubsidiary to, likely permit (i) any ERISA Plan to result in a Lien on the assets of any Company or the Companies securing liability of any Company or the Companies (individually or when aggregated with any liability of the Companies contemplated elsewhere in this Section and in Section 8.8 and Section 8.9 herein that is reasonably likely to be secured by Liens) in excess of the Threshold Amount, (a) no Employee Plan or Multiemployer Plan, as applicable, has any “unpaid minimum required contribution” (as described in section 4971(c)(4) of the Code), whether or not waived, or any “incur an "accumulated funding deficiency” " (as defined in section Section 302 of ERISA or section Section 412 of the Code), (bii) no Company nor Greenbriar or any ERISA Affiliate has incurred liability Subsidiary to incur liability, except for liabilities for premiums that have been paid or that are not past due, under ERISA to the PBGC in connection with any Employee Plan (other than required insurance premiums, all of which have been paid)ERISA Plan, (ciii) no Company nor Greenbriar or any ERISA Affiliate has withdrawn Subsidiary to withdraw in whole or in part from participation in a Multiemployer Plan, (div) no Company nor any ERISA Affiliate, nor any Multiemployer Plan to which any Company Greenbriar or any ERISA Affiliate contributes Subsidiary to or has contributed to, has received notice concerning the determination that the Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA, (e) no Company nor any ERISA Affiliate has engaged engage in any “"prohibited transaction” " (as defined in section Section 406 of ERISA or section Section 4975 of the Code), and (fv) no “a "reportable event” " (as defined in section Section 4043 of ERISA) has occurred with respect to an Employee Planoccur, excluding events for which the notice requirement is waived under applicable PBGC regulations., (vi) Greenbriar, an Affiliate of Greenbriar or any Subsidiary to have any liability under or be subject to any Lien under ERISA, the Code, or any similar provisions of any Law of Canada or any of its provinces to or on account of any employee benefit plan, program, scheme, or arrangement established or maintained by Greenbriar, an Affiliate of Greenbriar or any Subsidiary or to which Greenbriar, an Affiliate of Greenbriar or any Subsidiary contributes or had an obligation to contribute, (vii) any ERISA Plan not to comply in all material respects, both in

Employee Plans. Each Employee Plan is Any of the following events shall occur with respect to any Plan: (i) any Person shall engage in compliance any "prohibited transaction" (as defined in all material respects with, and has been administered in compliance with, the applicable provisions of ERISA, the Code, and any other applicable law. No Employee Plan is subject to the “at-risk” requirements in section 303 Section 406 of ERISA and section 430 or Section 4975 of the Code. Except where the occurrence or existence) involving any Plan, individually or (ii) any "accumulated funding deficiency" (as defined in the aggregate, is not a Material Adverse Event or, in any event, likely to result in a Lien on the assets of any Company or the Companies securing liability of any Company or the Companies (individually or when aggregated with any liability Section 412 of the Companies contemplated elsewhere Code or Section 302 of ERISA) not disclosed in this Section and in Section 8.8 and Section 8.9 herein that is reasonably likely to be secured by Liens) in excess of the Threshold Amount, Item 8 (a) no Employee Plan or Multiemployer Plan, as applicable, has any “unpaid minimum required contribution” (as described in section 4971(c)(4Benefit Plans) of the Code)Disclosure Schedule, whether or not waived, or shall exist with respect to any “accumulated funding deficiency” (as defined in section 302 of ERISA or section 412 of the Code), (b) no Company nor any ERISA Affiliate has incurred liability under ERISA to the PBGC in connection with any Employee Plan (other than required insurance premiums, all of which have been paid), (c) no Company nor any ERISA Affiliate has withdrawn in whole or in part from participation in a Multiemployer Single Employer Plan, (diii) no Company nor any ERISA Affiliate, nor any Multiemployer Plan to which any Company or any ERISA Affiliate contributes to or has contributed a Reportable Event shall occur with respect to, has received notice concerning the determination that the Multiemployer Plan or proceedings shall commence to have a trustee appointed, or a trustee shall be appointed, to administer or to terminate, any Single Employer Plan, which Reportable Event or commencement of proceedings or appointment of a trustee is, or is expected in the reasonable opinion of the Required Lenders, likely to be, insolvent or result in reorganization, within the meaning termination of such Plan for purposes of Title IV of ERISA, (eiv) no Company nor a notice of intent to terminate any Single Employer Plan for purposes of Title IV of ERISA Affiliate has engaged is issued by the plan administrator thereof without the prior written consent of the Required Lenders, or the PBGC shall commence proceedings to terminate any Single Employer Plan, (v) the Borrower or any Commonly Controlled Entity or Subsidiary shall, or in the reasonable opinion of the Required Lenders is likely to, incur any “prohibited transaction” liability in connection with a withdrawal from, or the ERISA Insolvency, Plan Reorganization or termination of, a Multiemployer Plan, (as defined in section 406 vi) the Borrower or any Commonly Controlled Entity or Subsidiary shall fail to make any quarterly installment payment to a Pension Plan required under Section 302(e) of ERISA or section 4975 Section 412(m) of the Code), and (fvii) no “reportable event” the Borrower or any Commonly Controlled Entity or Subsidiary shall fail to make any contribution to a Multiemployer Plan which is required under ERISA, the Code or applicable collective bargaining agreements, or (as defined in section 4043 of ERISAviii) has occurred any other event or condition shall occur or exist with respect to an Employee a Plan; and in each case in clauses (i) through (viii) above, excluding such event or condition, together with all other such events for or conditions, if any, could subject the Borrower or any Subsidiary (directly or indirectly) to any tax, penalty or other liabilities under Title I or Title IV of ERISA, Section 404 or 419 and Chapter 43 of the IRC or any other applicable law which in the notice requirement is waived under applicable PBGC regulationsaggregate could result in a Material Adverse Change.

Employee Plans. Each Except as set forth in the Company Disclosure Letter, all employee benefit, welfare, bonus, deferred compensation, pension, profit sharing, stock option, employee stock ownership, consulting, severance, or fringe benefit plans, formal or informal, written or oral and all trust agreements related thereto, relating to any present or former directors, officers or employees of Company or Company Subsidiaries ("Company Employee Plan is Plans") have been maintained, operated, and administered in substantial compliance with their terms and currently comply, and have at all relevant times complied, in all material respects with, and has been administered in compliance with, with the applicable provisions requirements of ERISA, the Code, and any other applicable lawlaws. No Neither Company nor any Company Subsidiary maintains any defined benefit plan (as defined in Section 3(35) of ERISA) and, except for amendments adopted since January 1, 2003 to Company Employee Plan is subject Plans intended to the “at-risk” requirements in section 303 of ERISA and section 430 be qualified under Section 401(a) of the Code. Except where Code not materially affecting the occurrence or existence, individually or in the aggregate, is not a Material Adverse Event or, in any event, likely to result in a Lien on the assets of any Company or the Companies securing liability of any Company or the Companies (individually or when aggregated with any liability qualified status of the Companies contemplated elsewhere in this Section plans (which are disclosed in, and in Section 8.8 copies of which have been delivered with, the Company Disclosure Letter), each such plan as amended (and Section 8.9 herein that is reasonably likely any trust relating thereto) either (i) has been determined by the IRS to be secured by Liensso qualified or (ii) in excess is the subject of the Threshold Amounta pending application for such determination that was timely filed. In addition, (a) no Employee Plan defined benefit plan previously maintained by the Company or Multiemployer Planany Company Subsidiary, as applicableif any, has been terminated in the six years preceding the date of this Agreement, nor has the PBGC instituted proceedings to terminate any “unpaid minimum required contribution” such defined benefit plan or to appoint a trustee or administrator of any such defined benefit plan, and no circumstances exist that constitute grounds under Section 4042(a)(2) of ERISA entitling the PBGC to institute any such proceedings and (as described b) Company has not maintained or participated in section 4971(c)(4a "multiemployer plan" within the meaning of Section 3(37) of ERISA or a "multiple employer plan" within the meaning of Section 413(c) of the Code), whether . Neither Company nor any Company Subsidiary has incurred any liability to the PBGC with respect to any "single-employer plan" within the meaning of Section 4001(a)(15) of ERISA currently or not waived, or formerly maintained by any “accumulated funding deficiency” (as defined in section 302 entity considered one employer with it under Section 4001 of ERISA or section 412 Section 414 of the Code), (b) no Company nor any ERISA Affiliate has incurred liability under ERISA to the PBGC in connection with any Employee Plan (other than required insurance premiums, except for premiums all of which have been paid)paid when due. Except as set forth in the Company Disclosure Letter, there is no basis for any Person to assert that Company or any Company Subsidiary has an obligation to institute any Employee Plan or any such other arrangement, agreement or plan. With respect to any insurance policy that heretofore has or currently does provide funding for benefits under any Company Employee Plan, (cx) there is no liability on the part of Company or any Company Subsidiary in the nature of a retroactive or retrospective rate adjustment, loss-sharing arrangement, or other actual or contingent liability, nor would there be any such liability if such insurance policy was terminated, and (y) no insurance company issuing such policy is in receivership, conservatorship, liquidation or similar proceeding and, to the knowledge of Company, no such proceeding with respect to any such insurer is imminent. Except as set forth in the Company Disclosure Letter, neither the execution of this Agreement, nor the consummation of the transactions contemplated thereby will (A) constitute a stated triggering event under any Company Employee Plan that will result in any payment (whether of severance pay or otherwise) becoming due from Company or any Company Subsidiary to any present or former officer, employee, director, shareholder, consultant or dependent of any of the foregoing or (B) accelerate the time of payment or vesting, or increase the amount of compensation due to any present or former officer, employee, director, shareholder, consultant, or dependent of any of the foregoing. Neither Company nor any ERISA Affiliate Company Subsidiary has withdrawn in whole or in part from participation in a Multiemployer Plan, (d) no Company nor any ERISA Affiliate, nor any Multiemployer Plan to which obligations for retiree health and life benefits under any Company or any ERISA Affiliate contributes to or has contributed to, has received notice concerning the determination that the Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA, (e) no Company nor any ERISA Affiliate has engaged in any “prohibited transaction” (as defined in section 406 of ERISA or section 4975 of the Code), and (f) no “reportable event” (as defined in section 4043 of ERISA) has occurred with respect to an Employee Plan, excluding events for which except as set forth in the notice requirement is waived under applicable PBGC regulationsCompany Disclosure Letter. Except as set forth in the Company Disclosure Letter, there are no restrictions on the rights of Company or Company Subsidiaries to amend or terminate any such Company Employee Plan without incurring any liability thereunder.

Employee Plans. Each Employee Plan is Any of the following events shall occur with respect to any Plan: (i) any Person shall engage in compliance any “prohibited transaction” (as defined in all material respects with, and has been administered in compliance with, the applicable provisions of ERISA, the Code, and any other applicable law. No Employee Plan is subject to the “at-risk” requirements in section 303 Section 406 of ERISA and section 430 or Section 4975 of the Code. Except where the occurrence or existence, individually or ) involving any Plan and such “prohibited transaction” could result in the aggregate, is not a Material Adverse Event or, in any event, likely to result in a Lien on the assets of any Company or the Companies securing liability of any Company or the Companies (individually or when aggregated with any liability of the Companies contemplated elsewhere in this Section and in Section 8.8 and Section 8.9 herein that is reasonably likely to be secured by Liens) in excess of the Threshold AmountChange, (aii) no Employee Plan or Multiemployer Plan, as applicable, has any “unpaid minimum required contribution” (as described in section 4971(c)(4) of the Code), whether or not waived, or any “accumulated funding deficiency” (as defined in section 302 of ERISA or section Section 412 of the CodeCode or Section 302 of ERISA), (b) no Company nor whether or not waived, shall exist with respect to any ERISA Affiliate has incurred liability under ERISA to the PBGC in connection with any Employee Plan (other than required insurance premiums, all of which have been paid), (c) no Company nor any ERISA Affiliate has withdrawn in whole or in part from participation in a Multiemployer Single Employer Plan, (diii) no Company nor any ERISA Affiliate, nor any Multiemployer Plan to which any Company or any ERISA Affiliate contributes to or has contributed a Reportable Event shall occur with respect to, has received notice concerning the determination that the Multiemployer Plan or proceedings shall commence to have a trustee appointed, or a trustee shall be appointed, to administer or to terminate, any Single Employer Plan, which Reportable Event or commencement of proceedings or appointment of a trustee is, or is expected in the opinion of the Required Lenders, likely to be, insolvent or result in reorganization, within the meaning termination of such Plan for purposes of Title IV of ERISA, (eiv) no Company nor a notice of intent to terminate any Single Employer Plan for purposes of Title IV of ERISA Affiliate has engaged is issued by the plan administrator thereof without the prior written consent of the Required Lenders, or the PBGC shall commence proceedings to terminate any Single Employer Plan, (v) any Loan Party or any Commonly Controlled Entity shall, or in the opinion of the Required Lenders is likely to, incur any “prohibited transaction” liability in connection with a withdrawal from, or the Insolvency, Reorganization or termination of, a Multiemployer Plan, (as defined in section 406 vi) any Loan Party or any Commonly Controlled Entity shall fail to make any quarterly installment payment to a Pension Plan required under Section 302(e) of ERISA or section 4975 Section 412(m) of the Code), and (fvii) no “reportable event” any Loan Party or any Commonly Controlled Entity shall fail to make any contribution to a Multiemployer Plan which is required under ERISA, the Code or applicable collective bargaining agreements, or (as defined in section 4043 of ERISAviii) has occurred any other event or condition shall occur or exist with respect to an Employee a Plan; and in each case in clauses (i) through (viii) above, excluding such event or condition, together with all other such events for or conditions, if any, could subject any Loan Party (directly or indirectly) to any tax, penalty or other liabilities under Title I or Title IV of ERISA, Section 404 or 419 and Chapter 43 of the IRC or any other applicable law which in the notice requirement is waived under applicable PBGC regulationsaggregate could result in a Material Adverse Change.

Employee Plans. Each Employee Plan is in compliance in all material respects withExcept (A) as disclosed on Schedule 7.11, and has been administered in compliance with(B) as disclosed on (1) the Financials of the Companies or of any Company or (2) a Form 8-K filed by any Company with any securities exchange, the applicable provisions of ERISA, the Code, Securities and Exchange Commission or any other applicable law. No Employee Plan similar governmental authority, in each case as the foregoing is subject furnished or deemed furnished pursuant to the “at-risk” requirements in section 303 of ERISA and section 430 of the Code. Except Section 8.1, or (C) as disclosed pursuant to Section 8.1(e), or (D) where the occurrence or existence, individually or in the aggregate, is not a Material Adverse Event or, in any event, likely to result in a Lien on the assets of any Company or the Companies securing liability of any Company or the Companies (individually or when aggregated with any liability of the Companies contemplated elsewhere in this Section and in Section 8.8 and Section 8.9 herein that is reasonably likely to be secured by Liens) in excess of the Threshold AmountEvent, (a) no Employee Plan or Multiemployer Plan, as applicable, has any “unpaid minimum required contribution” (as described in section 4971(c)(4) of the Code), whether or not waived, or any incurred an “accumulated funding deficiency” (as defined in section Section 302 of ERISA or section Section 412 of the CodeIRC), (b) no neither any Company nor any ERISA Affiliate has incurred liability liability, except for liabilities for premiums that have been paid or that are not past due, under ERISA to the PBGC in connection with any Employee Plan (other than required insurance premiums, all of which have been paid)Plan, (c) no neither any Company nor any ERISA Affiliate has withdrawn in whole or in part from participation in a Multiemployer Plan, (d) no Company nor any ERISA Affiliate, nor any Multiemployer Plan in a manner that has given rise to which any Company or any ERISA Affiliate contributes to or has contributed to, has received notice concerning the determination that the Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of a withdrawal liability under Title IV of ERISA, (ed) no Company neither the Borrower nor any ERISA Affiliate has engaged in any “prohibited transaction” (as defined in section Section 406 of ERISA or section Section 4975 of the CodeIRC), and (fe) no “reportable event” (as defined in section Section 4043 of ERISA) has occurred with respect to an Employee Plan, excluding events for which the notice requirement is waived under applicable PBGC regulations, (f) neither any Company nor any ERISA Affiliate has any liability, or is subject to any Lien, under ERISA or the IRC to or on account of any Employee Plan, (g) each Employee Plan complies in all material respects, both in form and operation, with ERISA and the IRC, (h) no Multiemployer Plan subject to the IRC is in reorganization within the meaning of Section 418 of the IRC and (i) no Employee Plan has been terminated in a distress termination under Section 4041(c) of ERISA.