Common use of ERISA and Multiemployer Plans Clause in Contracts

ERISA and Multiemployer Plans. 25.14.1 Each Employee Plan is in compliance in form and operation with ERISA and the Code and all other applicable laws and regulations save where any failure to comply would not reasonably be expected to have a Material Adverse Effect. 25.14.2 Each Employee Plan which is intended to be qualified under Section 401(a) of the Code has been determined by the IRS to be so qualified or is in the process of being submitted to the IRS for approval or will be so submitted during the applicable remedial amendment period, and, nothing has occurred since the date of such determination that would reasonably be expected to adversely affect such determination (or, in the case of an Employee Plan with no determination, nothing has occurred that would materially adversely affect such qualification) except, in each case, to the extent the same would not reasonably be expected to have a Material Adverse Effect. 25.14.3 There exists no Unfunded Pension Liability with respect to any Employee Plan, except as would not have a Material Adverse Effect. 25.14.4 Neither the U.S. Obligor nor any ERISA Affiliate has incurred a complete or partial withdrawal from any Multiemployer Plan, and if each of the U.S. Obligors and each ERISA Affiliate were to withdraw in a complete withdrawal as of the date hereof, the aggregate withdrawal liability that would be incurred would not reasonably be expected to have a Material Adverse Effect. 25.14.5 There are no actions, suits or claims pending against or involving an Employee Plan (other than routine claims for benefits) or, to the knowledge of the Company, any U.S. Obligor or any ERISA Affiliate, threatened, which would reasonably be expected to be asserted successfully against any Employee Plan and, if so asserted successfully, would reasonably be expected either singly or in the aggregate to have a Material Adverse Effect. 25.14.6 Each U.S. Obligor and any ERISA Affiliate has made all material contributions to or under each such Employee Plan required by law within the applicable time limits prescribed thereby, the terms of such Employee Plan, or any contract or agreement requiring contributions to an Employee Plan save where any failure to comply would not reasonably be expected to have a Material Adverse Effect. 25.14.7 Neither any U.S. Obligor nor any ERISA Affiliate has ceased operations at a facility so as to become subject to the provisions of Section 4068(a) of ERISA, withdrawn as a substantial employer so as to become subject to the provisions of Section 4063 of ERISA or ceased making contributions to any Employee Plan subject to Section 4064(a) of ERISA to which it made contributions except, in each case, to the extent the same would not reasonably be expected to have a Material Adverse Effect. 25.14.8 Neither any U.S. Obligor nor any ERISA Affiliate has incurred or reasonably expects to incur any liability to PBGC save for any liability for premiums due in the ordinary course or other liability which would not reasonably be expected to have a Material Adverse Effect.

ERISA and Multiemployer Plans. 25.14.1 Each US Obligor represents and warrants to each Finance Party that: (a) each Employee Plan is in compliance in form and operation with ERISA and the Code and all other applicable laws and regulations save where any failure to comply would not reasonably be expected to have a Material Adverse Effect.; 25.14.2 Each (b) each Employee Plan which is intended to be qualified under Section 401(a) of the Code has been determined by the IRS to be so qualified or is in the process of being submitted to the IRS for approval or will be so submitted during the applicable remedial amendment period, and, nothing has occurred since the date of such determination that would reasonably be expected to adversely affect such determination (or, in the case of an Employee Plan with no determination, nothing has occurred that would materially adversely affect such qualification) except), in each case, to the extent the same except as would not reasonably be expected to have a Material Adverse Effect.; 25.14.3 There (c) there exists no Unfunded Pension Liability Liabilities with respect to any Employee PlanPlans in the aggregate, taking into account only Employee Plans with positive Unfunded Pension Liabilities, except as would not have a Material Adverse Effect.; 25.14.4 Neither the U.S. (d) neither any US Obligor nor any ERISA Affiliate is making or accruing an obligation to make contributions or has incurred a complete within any of the five calendar years immediately preceding the date of this Agreement made or partial withdrawal from accrued an obligation to make contributions to any Multiemployer Plan, and if each of the U.S. Obligors and each ERISA Affiliate were to withdraw in a complete withdrawal except as of the date hereof, the aggregate withdrawal liability that would be incurred would not reasonably be expected to have a Material Adverse Effect.; 25.14.5 There (e) there are no actions, suits or claims pending against or involving an Employee Plan (other than routine claims for benefits) or, to the knowledge of the CompanyBorrowers, any U.S. US Obligor or any ERISA Affiliate, threatened, which would reasonably be expected to be asserted successfully against any Employee Plan and, if so asserted successfully, would reasonably be expected expected, either singly or in the aggregate aggregate, to have a Material Adverse Effect.; 25.14.6 Each U.S. (f) each US Obligor and any ERISA Affiliate has made all material contributions to or under each such Employee Plan required by law within the applicable time limits prescribed thereby, the terms of such Employee Plan, or any contract or agreement requiring contributions to an Employee Plan save where any failure to comply comply, either singly or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.; 25.14.7 Neither (g) neither any U.S. US Obligor nor any ERISA Affiliate has ceased operations at a facility so as to become subject to the provisions of Section 4068(a) of ERISA, withdrawn as a substantial employer so as to become subject to the provisions of Section 4063 of ERISA or ceased making contributions to any Employee Plan subject to Section 4064(a) of ERISA to which it made contributions exceptcontributions, in each case, to the extent the same save where any such failure would not reasonably be expected to have a Material Adverse Effect.; and 25.14.8 Neither (h) neither any U.S. US Obligor nor any ERISA Affiliate has incurred or reasonably expects to incur any liability to PBGC save for any liability for premiums due in the ordinary course or other liability which would not reasonably be expected to have have, either singly or in the aggregate, a Material Adverse Effect.

ERISA and Multiemployer Plans. 25.14.1 (a) Neither any US Obligor nor any ERISA Affiliate is making or accruing an obligation to make contributions or has within any of the five calendar years immediately preceding the date of this Agreement made or accrued an obligation to make contributions to any Multiemployer Plan. (b) Each Employee Plan is in compliance in form and operation with ERISA and the Code and all other applicable laws and regulations save where any failure to comply would not reasonably be expected to have a Material Adverse Effectregulations. 25.14.2 (c) Each Employee Plan which is intended to be qualified under Section 401(a) of the Code has been determined by the IRS to be so qualified or is in the process of being submitted to the IRS for approval or will be so submitted during the applicable remedial amendment period, and, to the knowledge of the Borrower, nothing has occurred since the date of such determination that would reasonably be expected to adversely affect such determination (or, in the case of an Employee Plan with no determination, nothing has occurred that would materially adversely affect such qualification) except, in each case, to the extent the same would not reasonably be expected to have a Material Adverse Effect). 25.14.3 (d) There exists has been no increase in the amount of Unfunded Pension Liability with respect to any Employee Plan, except Plan as would not have a Material Adverse Effectit existed on the date of this Agreement. 25.14.4 Neither the U.S. Obligor nor any ERISA Affiliate has incurred a complete or partial withdrawal from any Multiemployer Plan, and if each of the U.S. Obligors and each ERISA Affiliate were to withdraw in a complete withdrawal as of the date hereof, the aggregate withdrawal liability that would be incurred would not reasonably be expected to have a Material Adverse Effect. 25.14.5 (e) There are no actions, suits or claims pending against or involving an Employee Plan (other than routine claims for benefits) or, to the knowledge of the CompanyBorrower, any U.S. US Obligor or any ERISA Affiliate, threatened, which would reasonably be expected to be asserted successfully against any Employee Plan and, if so asserted successfully, would reasonably be expected either singly or in the aggregate to have a Material Adverse EffectPlan. 25.14.6 (f) Each U.S. US Obligor and any ERISA Affiliate has made all material contributions to or under each such Employee Plan required by law within the applicable time limits prescribed thereby, the terms of such Employee Plan, or any contract or agreement requiring contributions to an Employee Plan save where any failure to comply would not reasonably be expected to have a Material Adverse EffectPlan. 25.14.7 (g) Neither any U.S. US Obligor nor any ERISA Affiliate has ceased operations at a facility so as to become subject to the provisions of Section 4068(a) of ERISA, withdrawn as a substantial employer so as to become subject to the provisions of Section 4063 of ERISA or ceased making contributions to any Employee Plan subject to Section 4064(a) of ERISA to which it made contributions except, in each case, to the extent the same would not reasonably be expected to have a Material Adverse Effectcontributions. 25.14.8 (h) Neither any U.S. US Obligor nor any ERISA Affiliate has incurred or reasonably expects to incur any liability to PBGC save for any liability for premiums due in the ordinary course or other liability which would not reasonably be expected to have a Material Adverse Effect.

ERISA and Multiemployer Plans. 25.14.1 (a) Each Employee Plan is in compliance in form and operation with ERISA and the Code and all other applicable laws and regulations save where any failure to comply would not reasonably be expected to have a Material Adverse Effect. 25.14.2 (b) Each Employee Plan which is intended to be qualified under Section 401(a401 (a) of the Code has been determined by the IRS to be so qualified or is in the process of being submitted to the IRS for approval or will be so submitted during the applicable remedial amendment period, and, nothing has occurred since the date of such determination that would reasonably be expected to adversely affect such determination (or, in the case of an Employee Plan with no determination, nothing has occurred that would materially adversely affect such qualification) except, in each case, to the extent the same would not reasonably be expected to have a Material Adverse Effectqualified. 25.14.3 (c) There exists no Unfunded Pension Liability with respect to any Employee Plan, except as would not have a Material Adverse Effect. 25.14.4 (d) Neither the U.S. Obligor Group Company nor any ERISA Affiliate has incurred a complete or partial withdrawal from any Multiemployer PlanPlan that would reasonably be expected to have a Material Adverse Effect, and if each of the U.S. Obligors Group Companies and each ERISA Affiliate were to withdraw in a complete withdrawal as of the date hereof, the aggregate withdrawal liability that would be incurred would not reasonably be expected to have a Material Adverse Effect. 25.14.5 There are no actions, suits or claims pending against or involving an Employee Plan (other than routine claims for benefitse) or, to the knowledge of the Company, any U.S. Obligor or any ERISA Affiliate, threatened, which would reasonably be expected to be asserted successfully against any Employee Plan and, if so asserted successfully, would reasonably be expected either singly or in the aggregate to have a Material Adverse Effect. 25.14.6 Each U.S. Obligor Group Company and any ERISA Affiliate has made all material contributions to or under each such Employee Plan required by law within the applicable time limits prescribed thereby, the terms of such Employee Plan, or any contract or agreement requiring contributions to an Employee Plan save where any failure to comply would not reasonably be expected to have a Material Adverse Effect. 25.14.7 (f) Neither any U.S. Obligor nor any ERISA Affiliate has ceased operations at a facility so as to become subject to the provisions of Section 4068(a) of ERISA, withdrawn as a substantial employer so as to become subject to the provisions of Section 4063 of ERISA or ceased making contributions to any Employee Plan subject to Section 4064(a) of ERISA to which it made contributions except, in each case, to the extent the same would not reasonably be expected to have a Material Adverse Effect. 25.14.8 Neither any U.S. Obligor Group Company nor any ERISA Affiliate has incurred or reasonably expects to incur any liability to PBGC save for any liability for premiums due in the ordinary course or other liability which would not reasonably be expected to have a Material Adverse Effect. (g) No Employee Plan is, or is expected to be, in “at risk” status (as defined in Section 303(i)(4) of ERISA or Section 430(i)(4) of the Code, except as would not reasonably be expected to have a Material Adverse Effect. (h) Neither an Obligor nor any of its ERISA Affiliates has received any notice, of the imposition of withdrawal liability or of a determination that a Multiemployer Plan is, or is expected to be, in “endangered” or “critical” status, within the meaning of Section 305 of ERISA, except to the extent that such imposition of liability or determination would not reasonably be expected to have a Material Adverse Effect.

ERISA and Multiemployer Plans. 25.14.1 (a) No ERISA Event has occurred, is continuing, or is reasonably likely to occur with respect to which any Obligor or ERISA Affiliate has or is reasonably likely to incur any liability. (b) Each Employee Plan is in compliance in form and operation with ERISA and the Code and all other applicable laws and regulations save where any failure to comply would not reasonably be expected to have a Material Adverse Effect. 25.14.2 (c) Each Employee Plan which that is intended to be qualified under Section 401(a) of the Code has been determined by the IRS to be so qualified or is in the process of being submitted to the IRS for approval or will be so submitted during the applicable remedial amendment period, and, nothing has occurred since the date of such determination that would reasonably be expected to adversely affect such determination (or, in the case of an Employee Plan with no determination, nothing has occurred that would materially adversely affect such qualification) except, in each case, to the extent the same would not reasonably be expected to have a Material Adverse Effect). 25.14.3 (d) There exists no Unfunded Pension Liability with respect to any Employee Plan, except as would not be reasonably expected to have a Material Adverse Effect. 25.14.4 (e) Neither the U.S. any Obligor nor any ERISA Affiliate has incurred a complete or partial withdrawal from any Multiemployer Plan, and if each of the U.S. Obligors and each ERISA Affiliate were to withdraw in a complete withdrawal as of the date hereof, the aggregate withdrawal liability that would be incurred would not reasonably be expected to have a Material Adverse Effect. 25.14.5 (f) There are no actions, suits or claims pending against or involving an Employee Plan (other than non-material routine claims for benefits) or, to the knowledge of the Company, any U.S. Obligor or any ERISA Affiliate, threatened, which would reasonably be expected to be asserted successfully against any Employee Plan and, if so asserted successfully, would reasonably be expected either singly or in the aggregate to have a Material Adverse Effect. 25.14.6 (g) Each U.S. Obligor and any ERISA Affiliate has made all material contributions to or under each such Employee Plan it is required by law to make within the applicable time limits prescribed thereby, the terms of such Employee Plan, or any contract or agreement requiring contributions to an Employee Plan save Plan, except where any failure to comply would not reasonably be expected to have a Material Adverse Effect. 25.14.7 (h) Neither any U.S. Obligor nor any ERISA Affiliate has ceased operations at a facility so as to become subject to the provisions of Section 4068(a) of ERISA, withdrawn as a substantial employer so as to become subject to the provisions of Section 4063 of ERISA or ceased making contributions to any Employee Plan subject to Section 4064(a) of ERISA to which it made contributions exceptcontributions. (i) No Multiemployer Plan is or is reasonably likely to become “insolvent” (within the meaning of Section 4245 of ERISA) or in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA), in each case, to the extent the same except as would not reasonably be expected to have a Material Adverse Effect. 25.14.8 Neither any U.S. Obligor nor any ERISA Affiliate has incurred or reasonably expects to incur any liability to PBGC save for any liability for premiums due in the ordinary course or other liability which would not reasonably be expected to have a Material Adverse Effect.

ERISA and Multiemployer Plans. 25.14.1 (a) Neither any U.S. Group Company nor any ERISA Affiliate is making or accruing an obligation to make contributions or has within any of the five calendar years immediately preceding the date of this Agreement made or accrued an obligation to make contributions to any Multiemployer Plan to an extent or in a manner which would reasonably be expected to have a Material Adverse Effect. (b) Each Employee Plan is in compliance in form and operation with ERISA and the Code and all other applicable laws and regulations save where any failure to comply would not reasonably be expected to have a Material Adverse Effect. 25.14.2 (c) Each Employee Plan which is intended to be qualified under Section 401(a) of the Code has been determined by the IRS to be so qualified or is in the process of being submitted to the IRS for approval or will be so submitted during the applicable remedial amendment period, and, to the knowledge of the Company, nothing has occurred since the date of such determination that would reasonably be expected to adversely affect such determination (or, in the case of an Employee Plan with no determination, nothing has occurred that would materially adversely affect such qualification). (d) except, in The fair market value of the assets of each case, Employee Plan subject to Title IV of ERISA is at least equal to the extent present value of all accumulated benefit obligations under each such Employee Plan (based on the same assumptions used for the purposes of Statement of Financial Accounting Standards No. 87) as of the date of the most recent financial statement reflecting such amounts or, if additional contributions are required to make the Employee Plan sufficient, the Company does not believe that such would not reasonably be expected to have a Material Adverse Effect. 25.14.3 There exists no Unfunded Pension Liability with respect to any Employee Plan, except as would not have a Material Adverse Effect. 25.14.4 Neither the U.S. Obligor nor any ERISA Affiliate has incurred a complete or partial withdrawal from any Multiemployer Plan, and if each of the U.S. Obligors and each ERISA Affiliate were to withdraw in a complete withdrawal as of the date hereof, the aggregate withdrawal liability that would be incurred would not reasonably be expected to have a Material Adverse Effect. 25.14.5 (e) There are no actions, suits or claims pending against or involving an Employee Plan (other than routine claims for benefits) or, to the knowledge of the Company, any U.S. Obligor Group Company or any ERISA Affiliate, Affiliate threatened, which would reasonably be expected to be asserted successfully against any Employee Plan and, if so asserted successfully, would reasonably be expected either singly or in the aggregate to have a Material Adverse Effect. 25.14.6 (f) Each U.S. Obligor Group Company and any ERISA Affiliate has made all material contributions to or under each such Employee Plan required by law within the applicable time limits prescribed thereby, the terms of such Employee Plan, or any contract or agreement requiring contributions to an Employee Plan save where any failure to comply would not reasonably be expected to have a Material Adverse Effect. 25.14.7 (g) Neither any U.S. Obligor Group Company nor any ERISA Affiliate has ceased operations at a facility so as to become subject to the provisions of Section 4068(a) of ERISA, withdrawn as a substantial employer so as to become subject to the provisions of Section 4063 of ERISA or ceased making contributions to any Employee Plan subject to Section 4064(a) of ERISA to which it made contributions except, in each case, to the extent the same would not reasonably be expected to have a Material Adverse Effectcontributions. 25.14.8 (h) Neither any U.S. Obligor Group Company nor any ERISA Affiliate has incurred or reasonably expects to incur any liability to PBGC save for any liability for premiums due in the ordinary course or other liability which would not reasonably be expected to have a Material Adverse Effect. (i) No Employee Plan has incurred any "accumulated funding deficiency" (as defined in Section 412 of the Code). (j) No notice of intent to terminate an Employee Plan has been filed, nor has any Employee Plan been terminated pursuant to the provisions of Section 4041(c) of ERISA.

ERISA and Multiemployer Plans. 25.14.1 26.13.1 Each Employee Plan is in compliance in form and operation with ERISA and the Code and all other applicable laws and regulations save where any failure to comply would not reasonably be expected to have a Material Adverse Effect. 25.14.2 26.13.2 Each Employee Plan which is intended to be qualified under Section 401(a) of the Code has been determined by the IRS to be so qualified or is in the process of being submitted to the IRS for approval or will be so submitted during the applicable remedial amendment period, and, nothing has occurred since the date of such determination that would reasonably be expected to adversely affect such determination (or, in the case of an Employee Plan with no determination, nothing has occurred that would materially adversely affect such qualification) except, in each case, to the extent the same would not reasonably be expected to have a Material Adverse Effect. 25.14.3 26.13.3 There exists no Unfunded Pension Liability with respect to any Employee Plan, except as would not have a Material Adverse Effect. 25.14.4 26.13.4 Neither the U.S. Obligor nor any ERISA Affiliate has incurred a complete or partial withdrawal from any Multiemployer Plan, and if each of the U.S. Obligors and each ERISA Affiliate were to withdraw in a complete withdrawal as of the date hereof, the aggregate withdrawal liability that would be incurred would not reasonably be expected to have a Material Adverse Effect. 25.14.5 26.13.5 There are no actions, suits or claims pending against or involving an Employee Plan (other than routine claims for benefits) or, to the knowledge of the Parent Company, any U.S. Obligor or any ERISA Affiliate, threatened, which would reasonably be expected to be asserted successfully against any Employee Plan and, if so asserted successfully, would reasonably be expected either singly or in the aggregate to have a Material Adverse Effect. 25.14.6 26.13.6 Each U.S. Obligor and any ERISA Affiliate has made all material contributions to or under each such Employee Plan required by law within the applicable time limits prescribed thereby, the terms of such Employee Plan, or any contract or agreement requiring contributions to an Employee Plan save where any failure to comply would not reasonably be expected to have a Material Adverse Effect. 25.14.7 26.13.7 Neither any U.S. Obligor nor any ERISA Affiliate has ceased operations at a facility so as to become subject to the provisions of Section 4068(a) of ERISA, withdrawn as a substantial employer so as to become subject to the provisions of Section 4063 of ERISA or ceased making contributions to any Employee Plan subject to Section 4064(a) of ERISA to which it made contributions except, in each case, to the extent the same would not reasonably be expected to have a Material Adverse Effect. 25.14.8 26.13.8 Neither any U.S. Obligor nor any ERISA Affiliate has incurred or reasonably expects to incur any liability to PBGC save for any liability for premiums due in the ordinary course or other liability which would not reasonably be expected to have a Material Adverse Effect.

ERISA and Multiemployer Plans. 25.14.1 Each Employee Obligor represents that: (a) with respect to any Plan that relates to it, no ERISA Event has occurred or, subject to the passage of time, is reasonably expected to occur that has resulted in compliance in form and operation with ERISA and the Code and all other applicable laws and regulations save where any failure to comply would not or is reasonably be expected to have a Material Adverse Effect.; 25.14.2 Each Employee Plan which is intended (b) to be qualified under Section 401(athe best of its knowledge and belief, (i) of Schedule B (Actuarial Information) to the Code has been determined by most recent annual report (Form 5500 Series) filed with the IRS by any Obligor or ERISA Affiliate with respect to be so qualified or is in the process of being submitted any Plan that relates to it and furnished to the IRS for approval or will be so submitted during Lender is complete and accurate in all material respects and fairly presents the applicable remedial amendment periodfunding status of such Plan, and, nothing has occurred and (ii) since the date of such determination Schedule B, there has been no change in such funding status that would has or is reasonably be expected to adversely affect such determination (or, in the case of an Employee Plan with no determination, nothing has occurred that would materially adversely affect such qualification) except, in each case, to the extent the same would not reasonably be expected likely to have a Material Adverse Effect.; 25.14.3 There exists no Unfunded Pension (c) neither that U.S. Obligor (where applicable) nor any ERISA Affiliate has incurred or, so far as the relevant Obligors are aware, is reasonably expected to incur any Withdrawal Liability with respect to any Employee Plan, except as would not Multiemployer Plan that relates to such Obligor which has or is reasonably likely to have a Material Adverse Effect.; 25.14.4 Neither the U.S. (d) neither that Obligor nor any ERISA Affiliate has incurred been notified by the sponsor of a complete or partial withdrawal from Multiemployer Plan that any Multiemployer PlanPlan that relates to such Obligor is in reorganisation or has been terminated, within the meaning of Title IV of ERISA, and, so far as the relevant Obligors are aware, no such Multiemployer Plan is reasonably expected to be in reorganisation or to be terminated, within the meaning of Title IV of ERISA, in each case and if each of to the U.S. Obligors and each ERISA Affiliate were to withdraw in a complete withdrawal as of the date hereof, the aggregate withdrawal liability extent that would be incurred would not such reorganisation or termination has or is reasonably be expected likely to have a Material Adverse Effect.; 25.14.5 There (e) such Obligor and its ERISA Affiliates are no actionsin compliance in all respects with the presently applicable provisions of ERISA and the Code with respect to each Plan and Multiemployer Plan that relate to it, suits except for failures to so comply which does not or claims pending against or involving an Employee Plan (other than routine claims for benefits) or, to the knowledge of the Company, any U.S. Obligor or any ERISA Affiliate, threatened, which would is not reasonably be expected to be asserted successfully against any Employee Plan and, if so asserted successfully, would reasonably be expected either singly or in the aggregate likely to have a Material Adverse Effect. 25.14.6 Each U.S. . No condition exists or event or transaction has occurred with respect to any such Plan or Multiemployer Plan which reasonably might result in the incurrence by that Obligor and or its ERISA Affiliates of any ERISA Affiliate liability, fine or penalty which has made all material contributions to or under each such Employee Plan required by law within the applicable time limits prescribed thereby, the terms of such Employee Plan, or any contract or agreement requiring contributions to an Employee Plan save where any failure to comply would not is reasonably be expected likely to have a Material Adverse Effect; and (f) no assets of that Obligor constitute the assets of any Plan within the meaning of the U.S. Department of Labor Regulation § 2510.3-101. 25.14.7 Neither any U.S. Obligor nor any ERISA Affiliate has ceased operations at a facility so as to become subject to the provisions of Section 4068(a) of ERISA, withdrawn as a substantial employer so as to become subject to the provisions of Section 4063 of ERISA or ceased making contributions to any Employee Plan subject to Section 4064(a) of ERISA to which it made contributions except, in each case, to the extent the same would not reasonably be expected to have a Material Adverse Effect. 25.14.8 Neither any U.S. Obligor nor any ERISA Affiliate has incurred or reasonably expects to incur any liability to PBGC save for any liability for premiums due in the ordinary course or other liability which would not reasonably be expected to have a Material Adverse Effect.

ERISA and Multiemployer Plans. 25.14.1 (a) Neither any US Group Member nor any ERISA Affiliate is making or accruing an obligation to make contributions or has within any of the five calendar years immediately preceding the date of this Agreement made or accrued an obligation to make contributions to any Multiemployer Plan to an extent or in a manner which would reasonably be expected to have a Material Adverse Effect. (b) Each Employee Plan is in compliance in form and operation with ERISA and the Code and all other applicable laws and regulations save where any failure to comply would not reasonably be expected to have a Material Adverse Effect. 25.14.2 (c) Each Employee Plan which is intended to be qualified under Section 401(a) of the Code has been determined by the IRS to be so qualified or is in the process of being submitted to the IRS for approval or will be so submitted during the applicable remedial amendment period, and, to the knowledge of the Obligor’s Agent, nothing has occurred since the date of such determination that would adversely affect such determination where such adverse effect would reasonably be expected to adversely affect such determination have a Material Adverse Effect (or, in the case of an Employee Plan with no determination, nothing has occurred that would materially adversely affect such qualificationqualification where such adverse effect would reasonably be expected to have a Material Adverse Effect). (d) exceptThe fair market value of the assets of each Employee Plan subject to Title IV of ERISA is at least equal to the present value of all accumulated benefit obligations under each such Employee Plan (based on the assumptions used for the purposes of Statement of Financial Accounting Standards No. 87) as of the date of the most recent financial statement reflecting such amounts or, in each caseif, as of such date, additional contributions are required, the Obligor’s Agent does not believe that the making of such additional contribution to the extent the same necessary to satisfy legal requirements would not reasonably be expected to have a Material Adverse Effect. 25.14.3 There exists no Unfunded Pension Liability with respect to any Employee Plan, except as would not have a Material Adverse Effect. 25.14.4 Neither the U.S. Obligor nor any ERISA Affiliate has incurred a complete or partial withdrawal from any Multiemployer Plan, and if each of the U.S. Obligors and each ERISA Affiliate were to withdraw in a complete withdrawal as of the date hereof, the aggregate withdrawal liability that would be incurred would not reasonably be expected to have a Material Adverse Effect. 25.14.5 (e) There are no actions, suits or claims pending against or involving an Employee Plan (other than routine claims for benefits) or, to the knowledge of the CompanyObligor’s Agent, any U.S. Obligor US Group Member or any ERISA Affiliate, Affiliate threatened, which would reasonably be expected to be asserted successfully against any Employee Plan andPlan, if so asserted successfully, as to which there is a reasonable possibility of such an assertion and which would reasonably be expected either singly or in the aggregate to have a Material Adverse Effect. 25.14.6 (f) Each U.S. Obligor US Group Member and any ERISA Affiliate has made all material contributions to or under each such Employee Plan required by law within the applicable time limits prescribed thereby, the terms of such Employee Plan, or any contract or agreement requiring contributions to an Employee Plan save where any failure to comply would not reasonably be expected to have a Material Adverse Effect. 25.14.7 (g) Neither any U.S. Obligor US Group Member nor any ERISA Affiliate has ceased operations at a facility so as to become subject to the provisions of Section 4068(a) of ERISA, withdrawn as a substantial employer so as to become subject to the provisions of Section 4063 of ERISA or ceased making contributions to any Employee Plan subject to Section 4064(a) of ERISA to which it made contributions, except where any such ceasing of operations, withdrawal as a substantial employer or ceasing to make contributions except, in each case, to the extent the same would not reasonably be expected to have a Material Adverse Effect. 25.14.8 (h) Neither any U.S. Obligor US Group Member nor any ERISA Affiliate has incurred or reasonably expects to incur any liability to PBGC save for any liability for premiums due in the ordinary course or other liability which would not reasonably be expected to have a Material Adverse Effect.

ERISA and Multiemployer Plans. 25.14.1 (a) Neither any Obligor nor any ERISA Affiliate is making or accruing an obligation to make contributions or has within any of the five calendar years immediately preceding the date of this Agreement made or accrued an obligation to make contributions to any Multiemployer Plan. (b) Each Employee Plan is in compliance in form and operation with ERISA and the Code and all other applicable laws and regulations save where any failure to comply would not reasonably be expected to have a Material Adverse Effect. 25.14.2 (c) Each Employee Plan which is intended to be qualified under Section 401(a) of the Code has been determined by the IRS Internal Revenue Service to be so qualified or is in the process of being submitted to the IRS Internal Revenue Service for approval or will be so submitted during the applicable remedial amendment period, and, nothing has occurred since the date of such determination that would reasonably be expected to adversely affect such determination (or, in the case of an Employee Plan with no determination, nothing has occurred that would materially adversely affect such qualification) except, in each case, to the extent the same would not reasonably be expected to have a Material Adverse Effect). 25.14.3 (d) There exists no Unfunded Pension Liability with respect to any Employee Plan, except as would not have a Material Adverse Effect. 25.14.4 Neither the U.S. Obligor nor any ERISA Affiliate has incurred a complete or partial withdrawal from any Multiemployer Plan, and if each of the U.S. Obligors and each ERISA Affiliate were to withdraw in a complete withdrawal as of the date hereof, the aggregate withdrawal liability that would be incurred would not reasonably be expected to have a Material Adverse Effect. 25.14.5 (e) There are no actions, suits or claims pending against or involving an Employee Plan (other than routine claims for benefits) or, to the knowledge of the Company, any U.S. Obligor or any ERISA Affiliate, threatened, which would reasonably be expected to be asserted successfully against any Employee Plan and, if so asserted successfully, would reasonably be expected either singly or in the aggregate to have a Material Adverse Effect. 25.14.6 (f) Each U.S. Obligor and any ERISA Affiliate has made all material contributions to or under each such Employee Plan required by law within the applicable time limits prescribed thereby, the terms of such Employee Plan, or any contract or agreement requiring contributions to an Employee Plan save where any failure to comply would not reasonably be expected to have a Material Adverse Effect. 25.14.7 (g) Neither any U.S. Obligor nor any ERISA Affiliate has ceased operations at a facility so as to become subject to the provisions of Section 4068(a) of ERISA, withdrawn as a substantial employer so as to become subject to the provisions of Section 4063 of ERISA or ceased making contributions to any Employee Plan subject to Section 4064(a) of ERISA to which it made contributions except, in each case, to the extent the same would not reasonably be expected to have a Material Adverse Effectcontributions. 25.14.8 (h) Neither any U.S. Obligor nor any ERISA Affiliate has incurred or reasonably expects to incur any liability to PBGC save for any liability for premiums due in the ordinary course or other liability which would not reasonably be expected to have a Material Adverse Effect.

ERISA and Multiemployer Plans. 25.14.1 (a) Neither any US Group Member nor any ERISA Affiliate is making or accruing an obligation to make contributions or has within any of the five calendar years immediately preceding the Signing Date made or accrued an obligation to make contributions to any Multiemployer Plan to an extent or in a manner which might reasonably be expected to have a Material Adverse Effect. (b) Each Employee Plan is in compliance in all material respects in form and operation with ERISA and the Code and all other applicable laws and regulations save where any failure to comply would not reasonably be expected to have a Material Adverse Effectregulations. 25.14.2 (c) Each Employee Plan which is intended to be qualified under Section section 401(a) of the Code has been determined by the IRS to be so qualified or is in the process of being submitted to the IRS for approval or will be so submitted during the applicable remedial amendment periodperiod and, andto the knowledge of the Company, nothing has occurred since the date of such determination that would reasonably be expected to adversely affect such determination (or, in the case of an Employee Plan with no determination, nothing has occurred that would materially adversely affect such qualification). (d) except, in The fair market value of the assets of each case, Employee Plan subject to Title IV of ERISA is at least equal to the extent present value of all accumulated benefit obligations under such Employee Plan (based on the same would assumptions used for the purposes of Statement of Financial Accounting No. 87) as of the date of the most recent financial statements reflecting such amounts or, if additional contributions are required to make such Employee Plan sufficient, the Company does not believe that such might reasonably be expected to have a Material Adverse Effect. 25.14.3 There exists no Unfunded Pension Liability with respect to any Employee Plan, except as would not have a Material Adverse Effect. 25.14.4 Neither the U.S. Obligor nor any ERISA Affiliate has incurred a complete or partial withdrawal from any Multiemployer Plan, and if each of the U.S. Obligors and each ERISA Affiliate were to withdraw in a complete withdrawal as of the date hereof, the aggregate withdrawal liability that would be incurred would not reasonably be expected to have a Material Adverse Effect. 25.14.5 (e) There are no material actions, suits or claims pending against or involving an Employee Plan (other than routine claims for benefits) or), or (to the knowledge of the Company, any U.S. Obligor US Group Member or any ERISA Affiliate, ) threatened, which would might reasonably be expected to be asserted successfully against any Employee Plan and, if so asserted successfully, would reasonably be expected either singly or in the aggregate to have a Material Adverse EffectPlan. 25.14.6 (f) Each U.S. Obligor US Group Member and any ERISA Affiliate has made all material contributions to or under each such Employee Plan required by law within the applicable time limits prescribed therebyby law, by the terms of such Employee Plan, or by any contract or agreement requiring contributions to an Employee Plan save where any failure to comply would not reasonably be expected to have a Material Adverse EffectPlan. 25.14.7 (g) Neither any U.S. Obligor US Group Member nor any ERISA Affiliate has ceased operations at a facility so as to become subject to the provisions of Section section 4068(a) of ERISA, withdrawn as a substantial employer so as to become subject to the provisions of Section section 4063 of ERISA or ceased making contributions to any Employee Plan subject to Section section 4064(a) of ERISA to which it made contributions except, in each case, to the extent the same would not reasonably be expected to have a Material Adverse Effectcontributions. 25.14.8 (h) Neither any U.S. Obligor US Group Member nor any ERISA Affiliate has incurred or reasonably expects to incur any material liability to PBGC save for any liability for premiums due in the ordinary course or other liability which would not reasonably be expected to have a Material Adverse EffectPBGC.

ERISA and Multiemployer Plans. 25.14.1 (a) Neither any U.S. Group Company nor any ERISA Affiliate is making or accruing an obligation to make contributions or has within any of the five calendar years immediately preceding the date of this Agreement made or accrued an obligation to make contributions to any Multiemployer Plan to an extent or in a manner which would reasonably be expected to have a Material Adverse Effect. (b) Each Employee Plan is in compliance in form and operation with ERISA and the Code and all other applicable laws and regulations save where any failure to comply would not reasonably be expected to have a Material Adverse Effect.. Back to Contents 25.14.2 (c) Each Employee Plan which is intended to be qualified under Section 401(a) of the Code has been determined by the IRS to be so qualified or is in the process of being submitted to the IRS for approval or will be so submitted during the applicable remedial amendment period, and, to the knowledge of the U.S. Group Company, nothing has occurred since the date of such determination that would be reasonably be expected likely to adversely affect such determination (or, in the case of an Employee Plan with no determination, nothing has occurred that would materially adversely affect such qualification) except, in each case, to the extent the same qualification save where any such event would not reasonably be expected to have a Material Adverse Effect). 25.14.3 There exists no Unfunded Pension Liability with respect to any Employee Plan, except as would not have a Material Adverse Effect. 25.14.4 Neither the U.S. Obligor nor any ERISA Affiliate has incurred a complete or partial withdrawal from any Multiemployer Plan, and if each (d) The fair market value of the U.S. Obligors and assets of each Employee Plan subject to Title IV of ERISA Affiliate were is at least equal to withdraw in a complete withdrawal the present value of all accumulated benefit obligations under each such Employee Plan (based on the assumptions used for funding the Employee Plan pursuant to Section 412 of the Code) for the applicable plan year as of the date hereofof the most recent financial statement reflecting such amounts or, if additional contributions are required to make the Employee Plan sufficient, the aggregate withdrawal liability U.S. Group Company does not believe that such would be incurred would not reasonably be expected to have a Material Adverse Effect. 25.14.5 (e) There are no actions, suits or claims pending against or involving an Employee Plan (other than routine claims for benefits) or, to the knowledge of the Company, any U.S. Obligor Group Company or any ERISA Affiliate, Affiliate threatened, which would reasonably be expected to be asserted successfully against any Employee Plan and, if so asserted successfully, would reasonably be expected either singly or in the aggregate to have a Material Adverse Effect. 25.14.6 (f) Each U.S. Obligor Group Company and any ERISA Affiliate has made all material contributions to or under each such Employee Plan required by law within the applicable time limits prescribed thereby, the terms of such Employee Plan, or any contract or agreement requiring contributions to an Employee Plan save where any failure to comply would not reasonably be expected to have a Material Adverse Effect. 25.14.7 (g) Neither any U.S. Obligor Group Company nor any ERISA Affiliate has ceased operations at a facility so as to become subject to the provisions of Section 4068(a) of ERISA, withdrawn as a substantial employer so as to become subject to the provisions of Section 4063 of ERISA or ceased making contributions to any Employee Plan subject to Section 4064(a) of ERISA to which it made contributions exceptcontributions, in each case, to the extent the same which actions would not reasonably be expected to have a Material Adverse Effect. 25.14.8 (h) Neither any U.S. Obligor Group Company nor any ERISA Affiliate has incurred or reasonably expects to incur any liability to PBGC save for any liability for premiums due in the ordinary course or other liability which would not reasonably be expected to have a Material Adverse Effect.

ERISA and Multiemployer Plans. 25.14.1 (a) Neither any Subsidiary incorporated in the United States nor any ERISA Affiliate is making or accruing an obligation to make contributions or have within any of the five calendar years immediately preceding the date of this Agreement made or accrued an obligation to make contributions to any Multiemployer Plan to an extent or in a manner which is reasonably likely to have a Material Adverse Effect. (b) Each Employee Employer Plan is in compliance in form and operation with ERISA and the Code and all other applicable laws and regulations save where any failure to comply would not reasonably be expected to have a Material Adverse Effect. 25.14.2 (c) Each Employee Plan which is intended to be qualified under Section 401(a) of the Code has been determined by the IRS to be so qualified or is in the process of being submitted to the IRS for approval or will be so submitted during the applicable remedial amendment period, and, period and nothing has occurred since the date of such determination that would reasonably be expected to adversely affect such determination (or, in the case of an Employee Plan with no determination, nothing has occurred that would materially adversely affect such qualification) except, in each case, to the extent the same would not reasonably be expected to have a Material Adverse Effect). 25.14.3 (d) There exists no Unfunded Pension Liability with respect to any Employee Plan, except as would not have a Material Adverse Effect. 25.14.4 Neither the U.S. Obligor nor any ERISA Affiliate has incurred a complete or partial withdrawal from any Multiemployer Plan, and if each of the U.S. Obligors and each ERISA Affiliate were to withdraw in a complete withdrawal as of the date hereof, the aggregate withdrawal liability that would be incurred would not reasonably be expected to have a Material Adverse Effect. 25.14.5 (e) There are no actions, suits or claims pending against or involving an Employee Plan (other than routine claims for benefits) or, or to the knowledge of the Company, any U.S. Obligor Subsidiary incorporated in the United States or any ERISA Affiliate, threatened, which would reasonably be expected to be asserted successfully against any Employee Plan and, if so asserted successfully, would reasonably be expected either singly or in the aggregate to have a Material Adverse Effect. 25.14.6 (f) Each U.S. Obligor Subsidiary incorporated in the United States and any ERISA Affiliate has made all material contributions to or under each such Employee Plan required by law within the applicable time limits prescribed thereby, the terms of such Employee Plan, or any contract or agreement requiring contributions to an Employee Plan save where any failure to comply would not reasonably be expected to have a Material Adverse EffectPlan. 25.14.7 (g) Neither any U.S. Obligor Subsidiary incorporated in the United States nor any ERISA Affiliate has ceased operations at a facility so as to become subject to the provisions of Section 4068(a) of ERISA, withdrawn as a substantial employer so as to become subject to the provisions of Section 4063 of ERISA or ceased making contributions to any Employee Plan subject to Section 4064(a) of ERISA to which it made contributions except, in each case, to the extent the same would not reasonably be expected to have a Material Adverse Effectcontributions. 25.14.8 (h) Neither any U.S. Obligor Subsidiary incorporated in the United States nor any ERISA Affiliate has incurred or reasonably expects to incur any material liability to PBGC save for any liability for premiums due in the ordinary course or other liability which would not reasonably be expected to have a Material Adverse EffectPBGC.

ERISA and Multiemployer Plans. 25.14.1 (a) No ERISA Event has occurred, is occurring, or is reasonably likely to occur with respect to which there could reasonably be expected to have a Material Adverse Effect. (b) Each Employee Plan is in compliance in form and operation with ERISA and the Code and all other applicable laws and regulations save where any failure to comply would could not reasonably be expected to have a Material Adverse Effect. 25.14.2 (c) Each Employee Plan which is intended to be qualified under Section 401(a) of the Code has been determined by the IRS to be so qualified or is in the process of being submitted to the IRS for approval or will be so submitted during the applicable remedial amendment period, and, nothing has occurred since the date of such determination that would reasonably be expected to adversely affect such determination (or, in the case of an Employee Plan with no determination, nothing has occurred that would materially adversely affect such qualification) except, in each case, to the extent the same would not reasonably be expected to have a Material Adverse Effect). 25.14.3 (d) There exists no Unfunded Pension Liability with respect to any Employee Plan, except as would would, and could not reasonably be expected to, not have a Material Adverse Effect. 25.14.4 (e) Neither the U.S. any Obligor party hereto nor any ERISA Affiliate has incurred a complete or partial withdrawal from any Multiemployer PlanPlan that could reasonably be expected to have a Material Adverse Effect, and if each of the U.S. Obligors party hereto and each ERISA Affiliate were to withdraw in a complete withdrawal as of the date hereof, the aggregate withdrawal liability that would be incurred would could not reasonably be expected to have a Material Adverse Effect. 25.14.5 (f) There are no actions, suits or claims pending against or involving an Employee Plan (other than routine claims for benefits) or, to the knowledge of the Company, any U.S. Obligor party hereto or any ERISA Affiliate, threatenedthreatened in writing, which would could reasonably be expected to be asserted successfully against any Employee Plan and, if so asserted successfully, would could reasonably be expected either singly or in the aggregate to have a Material Adverse Effect. 25.14.6 Each U.S. Obligor and any ERISA Affiliate has made all material contributions to or under each such Employee Plan required by law within the applicable time limits prescribed thereby, the terms of such Employee Plan, or any contract or agreement requiring contributions to an Employee Plan save where any failure to comply would not reasonably be expected to have a Material Adverse Effect. 25.14.7 (g) Neither any U.S. Obligor party hereto nor any ERISA Affiliate has ceased operations at a facility so as to become subject to the provisions of Section 4068(a4062(e) of ERISA, withdrawn as a substantial employer so as to become subject to the provisions of Section 4063 of ERISA or ceased making contributions to any Employee Plan subject to Section 4064(a) of ERISA to which it made contributions exceptcontributions, which could reasonably be expected either singly or in the aggregate to have a Material Adverse Effect. (h) To the knowledge of each caseObligor party hereto and each ERISA Affiliate, no Multiemployer Plan is or is reasonably likely to the extent the same would become insolvent or is in reorganization for purposes of Title IV of ERISA, except where any such insolvency or reorganization could not reasonably be expected to have a Material Adverse Effect. 25.14.8 Neither any U.S. Obligor nor any ERISA Affiliate has incurred or reasonably expects to incur any liability to PBGC save for any liability for premiums due in the ordinary course or other liability which would not reasonably be expected to have a Material Adverse Effect.

ERISA and Multiemployer Plans. 25.14.1 (a) Neither any US Group Member nor any ERISA Affiliate is making or accruing an obligation to make contributions or has within any of the five calendar years immediately preceding the date of this Agreement made or accrued an obligation to make contributions to any Multiemployer Plan to an extent or in a manner which might reasonably be expected to have a Material Adverse Effect. (b) Each Employee Plan is in compliance in all material respects in form and operation with ERISA and the Code and all other applicable laws and regulations save where any failure to comply would not reasonably be expected to have a Material Adverse Effectregulations. 25.14.2 (c) Each Employee Plan which is intended to be qualified under Section section 401(a) of the Code has been determined by the IRS to be so qualified or is in the process of being submitted to the IRS for approval or will be so submitted during the applicable remedial amendment period, and, to the knowledge of the Company, nothing has occurred since the date of such determination that would reasonably be expected to adversely affect such determination (or, in the case of an Employee Plan with no determination, nothing has occurred that would materially adversely affect such qualification). (d) except, in The fair market value of the assets of each case, Employee Plan subject to Title IV of ERISA is at least equal to the extent present value of all accumulated benefit obligations under such Employee Plan (based on the same would assumptions used for the purposes of Statement of Financial Accounting No. 87) as of the date of the most recent financial statement reflecting such amounts or, if additional contributions are required to make such Employee Plan sufficient, the Company does not believe that such might reasonably be expected to have a Material Adverse Effect. 25.14.3 There exists no Unfunded Pension Liability with respect to any Employee Plan, except as would not have a Material Adverse Effect. 25.14.4 Neither the U.S. Obligor nor any ERISA Affiliate has incurred a complete or partial withdrawal from any Multiemployer Plan, and if each of the U.S. Obligors and each ERISA Affiliate were to withdraw in a complete withdrawal as of the date hereof, the aggregate withdrawal liability that would be incurred would not reasonably be expected to have a Material Adverse Effect. 25.14.5 (e) There are no material actions, suits or claims pending against or involving an Employee Plan (other than routine claims for benefits) or), or (to the knowledge of the Company, any U.S. Obligor US Group Member or any ERISA Affiliate, ) threatened, which would might reasonably be expected to be asserted successfully against any Employee Plan and, if so asserted successfully, would reasonably be expected either singly or in the aggregate to have a Material Adverse EffectPlan. 25.14.6 (f) Each U.S. Obligor US Group Member and any ERISA Affiliate has made all material contributions to or under each such Employee Plan required by law within the applicable time limits prescribed therebyby law, by the terms of such Employee Plan, or by any contract or agreement requiring contributions to an Employee Plan save where any failure to comply would not reasonably be expected to have a Material Adverse EffectPlan. 25.14.7 (g) Neither any U.S. Obligor US Group Member nor any ERISA Affiliate has ceased operations at a facility so as to become subject to the provisions of Section section 4068(a) of ERISA, withdrawn as a substantial employer so as to become subject to the provisions of Section section 4063 of ERISA or ceased making contributions to any Employee Plan subject to Section section 4064(a) of ERISA to which it made contributions except, in each case, to the extent the same would not reasonably be expected to have a Material Adverse Effectcontributions. 25.14.8 (h) Neither any U.S. Obligor US Group Member nor any ERISA Affiliate has incurred or reasonably expects to incur any material liability to PBGC save for any liability for premiums due in the ordinary course or other liability which would not reasonably be expected to have a Material Adverse EffectPBGC.

ERISA and Multiemployer Plans. 25.14.1 Each Employee Plan (a) With respect to any Plan, no ERISA Event has occurred or, subject to the passage of time, is reasonably expected to occur that has resulted in compliance in form and operation with ERISA and the Code and all other applicable laws and regulations save where any failure to comply or would not reasonably be expected to have a Material Adverse Effect. 25.14.2 Each Employee Plan which is intended to be qualified under Section 401(a(b) To the best of the Code has been determined by knowledge and belief of the relevant Obligors, (i) Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) filed with the IRS by any Obligor or ERISA Affiliate with respect to be so qualified or is in the process of being submitted any Plan and furnished to the IRS for approval Agent is not incomplete or will inaccurate in any respects which would reasonably be so submitted during expected to have a Material Adverse Effect and does not unfairly presents the applicable remedial amendment periodfunding status of such Plan to extent which would reasonably be expected to have a Material Adverse Effect, and, nothing has occurred and (ii) since the date of such determination that Schedule B, there has been no change in such funding status which would reasonably be expected to adversely affect such determination (or, in the case of an Employee Plan with no determination, nothing has occurred that would materially adversely affect such qualification) except, in each case, to the extent the same would not reasonably be expected to have a Material Adverse Effect. 25.14.3 There exists no Unfunded Pension Liability with respect to (c) Neither any Employee Plan, except as would not have a Material Adverse Effect. 25.14.4 Neither the U.S. Obligor nor any ERISA Affiliate has incurred a complete or partial withdrawal from or, so far as the relevant Obligors are aware, is reasonably expected to incur any Withdrawal Liability to any Multiemployer Plan, and if each of the U.S. Obligors and each ERISA Affiliate were to withdraw in a complete withdrawal as of the date hereof, the aggregate withdrawal liability that Plan which has or would be incurred would not reasonably be expected to have a Material Adverse Effect. 25.14.5 There are no actions, suits or claims pending against or involving an Employee Plan (other than routine claims for benefitsd) or, to the knowledge of the Company, Neither any U.S. Obligor or any ERISA Affiliate, threatened, which would reasonably be expected to be asserted successfully against any Employee Plan and, if so asserted successfully, would reasonably be expected either singly or in the aggregate to have a Material Adverse Effect. 25.14.6 Each U.S. Obligor and nor any ERISA Affiliate has made all material contributions to been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganisation or under each such Employee Plan required by law has been terminated, within the applicable time limits prescribed therebymeaning of Title IV of ERISA, and, so far as the terms relevant Obligors are aware, no such Multiemployer Plan is reasonably expected to be in reorganisation or to be terminated, within the meaning of Title IV of ERISA, in each case and to the extent that such Employee Plan, reorganisation or any contract or agreement requiring contributions to an Employee Plan save where any failure to comply termination would not reasonably be expected to have a Material Adverse Effect. 25.14.7 Neither any U.S. Obligor nor any (e) The Obligors and their ERISA Affiliate has ceased operations at a facility so as to become subject to Affiliates are in compliance in all respects with the presently applicable provisions of Section 4068(a) of ERISAERISA and the Code with respect to each Plan and Multiemployer Plan, withdrawn as a substantial employer except for failures to so as to become subject to the provisions of Section 4063 of ERISA or ceased making contributions to any Employee Plan subject to Section 4064(a) of ERISA to which it made contributions except, in each case, to the extent the same would not reasonably be expected to have a Material Adverse Effect. 25.14.8 Neither any U.S. Obligor nor any ERISA Affiliate has incurred or reasonably expects to incur any liability to PBGC save for any liability for premiums due in the ordinary course or other liability comply which would not reasonably be expected to have a Material Adverse Effect. No condition exists or event or transaction has occurred with respect to any Plan or Multiemployer Plan which would reasonably be expected to result in the incurrence by any Obligor or any ERISA Affiliate of any liability, fine or penalty which would reasonably be expected to have a Material Adverse Effect. (f) No assets of an Obligor constitute the assets of any Plan within the meaning of the U.S. Department of Labor Regulation § 2510.3-101 to an extent which would reasonably be expected to have a Material Adverse Effect.

ERISA and Multiemployer Plans. 25.14.1 (a) No ERISA Event has occurred, is continuing, or is reasonably likely to occur with respect to which any Obligor or ERISA Affiliate has or is reasonably likely to incur any liability. (b) Each Employee Plan is in compliance in form and operation with ERISA and the Code and all other applicable laws and regulations save where any failure to comply would not reasonably be expected to have a Material Adverse Effect. 25.14.2 (c) Each Employee Plan which that is intended to be qualified under Section 401(a) of the Code has been determined by the IRS to be so qualified or is in the process of being submitted to the IRS for approval or will be so submitted during the applicable remedial amendment period, and, nothing has occurred since the date of such determination that would reasonably be expected to adversely affect such determination (or, in the case of an Employee Plan with no determination, nothing has occurred that would materially adversely affect such qualification) except, in each case, to the extent the same would not reasonably be expected to have a Material Adverse Effect). 25.14.3 (d) There exists no Unfunded Pension Liability with respect to any Employee Plan, except as would not be reasonably expected to have a Material Adverse Effect. 25.14.4 (e) Neither the U.S. any Obligor nor any ERISA Affiliate has incurred a complete or partial withdrawal from any Multiemployer Plan, and if each of the U.S. Obligors and each ERISA Affiliate were to withdraw in a complete withdrawal as of the date hereof, the aggregate withdrawal liability that would be incurred would not reasonably be expected to have a Material Adverse Effect. 25.14.5 (f) There are no actions, suits or claims pending against or involving an Employee Plan (other than non-material routine claims for benefits) or, to the knowledge of the Company, any U.S. Obligor or any ERISA Affiliate, threatened, which would reasonably be expected to be asserted successfully against any Employee Plan and, if so asserted successfully, would reasonably be expected either singly or in the aggregate to have a Material Adverse Effect. 25.14.6 (g) Each U.S. Obligor and any ERISA Affiliate has made all material contributions to or under each such Employee Plan it is required by law to make within the applicable time limits prescribed thereby, the terms of such Employee Plan, or any contract or agreement requiring contributions to an Employee Plan save Plan, except where any failure to comply would not reasonably be expected to have a Material Adverse Effect. 25.14.7 (h) Neither any U.S. Obligor nor any ERISA Affiliate has ceased operations at a facility so as to become subject to the provisions of Section 4068(a) of ERISA, withdrawn as a substantial employer so as to become subject to the provisions of Section 4063 of ERISA or ceased making contributions to any Employee Plan subject to Section 4064(a) of ERISA to which it made contributions exceptcontributions. |EU-DOCS\34803319.2|| (i) No Multiemployer Plan is or is reasonably likely to become “insolvent” (within the meaning of Section 4245 of ERISA) or in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA), in each case, to the extent the same except as would not reasonably be expected to have a Material Adverse Effect. 25.14.8 Neither any U.S. Obligor nor any ERISA Affiliate has incurred or reasonably expects to incur any liability to PBGC save for any liability for premiums due in the ordinary course or other liability which would not reasonably be expected to have a Material Adverse Effect.

ERISA and Multiemployer Plans. 25.14.1 (a) Neither any U.S. Group Company nor any ERISA Affiliate is making or accruing an obligation to make contributions or has within any of the five calendar years immediately preceding the date of this Agreement made or accrued an obligation to make contributions to any Multiemployer Plan to an extent or in a manner which would reasonably be expected to have a Material Adverse Effect. (b) Each Employee Plan is in compliance in form and operation with ERISA and the Code and all other applicable laws and regulations save where any failure to comply would not reasonably be expected to have a Material Adverse Effect. 25.14.2 (c) Each Employee Plan which is intended to be qualified under Section 401(a) of the Code has been determined by received a favourable determination letter from the IRS as to be so qualified its qualification or is in the process of being submitted to the IRS for approval or will be so submitted during the applicable remedial amendment period, and, to the knowledge of each U.S. Group Company, nothing has occurred since the date of such determination that would be reasonably likely to materially adversely affect such determination save where any such event would not reasonably be expected to adversely affect such determination have a Material Adverse Effect (or, in the case of an Employee Plan with no determination, nothing has occurred that would materially adversely affect such qualification) except, in each case, to the extent the same qualification save where any such event would not reasonably be expected to have a Material Adverse Effect). 25.14.3 There exists no Unfunded Pension Liability with respect to any Employee Plan, except as would not have a Material Adverse Effect. 25.14.4 Neither the U.S. Obligor nor any ERISA Affiliate has incurred a complete or partial withdrawal from any Multiemployer Plan, and if each (d) The fair market value of the U.S. Obligors and assets of each Employee Plan subject to Title IV of ERISA Affiliate were is at least equal to withdraw in a complete withdrawal the present value of all accumulated benefit obligations under each such Employee Plan (based on the assumptions used for funding the Employee Plan pursuant to Section 412 of the Code) for the applicable plan year as of the date hereofof the most recent financial statement reflecting such amounts or, if additional contributions are required to make the Employee Plan sufficient, the aggregate withdrawal liability U.S. Group Company does not believe that such would be incurred would not reasonably be expected to have a Material Adverse Effect. 25.14.5 (e) There are no actions, suits or claims pending against or involving an Employee Plan (other than routine claims for benefits) or, to the knowledge of the CompanyParent, any U.S. Obligor Group Company or any ERISA Affiliate, threatenedAffiliate threatened in writing, which would reasonably be expected to be asserted successfully against any Employee Plan and, if so asserted successfully, would reasonably be expected either singly or in the aggregate to have a Material Adverse Effect. 25.14.6 (f) Each U.S. Obligor Group Company and any ERISA Affiliate has made all material contributions to or under each such Employee Plan required by law within the applicable time limits prescribed thereby, the terms of such Employee Plan, or any contract or agreement requiring contributions to an Employee Plan save where any failure to comply would not reasonably be expected to have a Material Adverse Effect. 25.14.7 (g) Neither any U.S. Obligor Group Company nor any ERISA Affiliate has ceased operations at a facility so as to become subject to the provisions of Section 4068(a) of ERISA, withdrawn as a substantial employer so as to become subject to the provisions of Section 4063 of ERISA or ceased making contributions to any Employee Plan subject to Section 4064(a) of ERISA to which it made contributions exceptcontributions, in each case, to the extent the same other than actions which would not reasonably be expected to have a Material Adverse Effect. 25.14.8 (h) Neither any U.S. Obligor Group Company nor any ERISA Affiliate has incurred or reasonably expects to incur any liability to PBGC save for any liability for premiums due in the ordinary course or other liability which would not reasonably be expected to have a Material Adverse Effect.

ERISA and Multiemployer Plans. 25.14.1 Each Employee Plan is in compliance in form and operation with ERISA and the Code and all other applicable laws and regulations save where any failure to comply would not reasonably be expected to have a Material Adverse Effect. 25.14.2 Each Employee Plan which is intended to be qualified under Section 401(a) of the Code has been determined by the IRS to be so qualified or is in the process of being submitted to the IRS for approval or will be so submitted during the applicable remedial amendment period, and, and nothing has occurred since the date of such determination that would reasonably be expected to adversely affect such determination (or, in the case of an Employee Plan with no determination, nothing has occurred that would materially adversely affect such qualification) except, in each case, to the extent the same would not reasonably be expected to have a Material Adverse Effect. 25.14.3 There exists no Unfunded Pension Liability with respect to any Employee Plan, except as would not have a Material Adverse Effect. 25.14.4 Neither the U.S. any US Obligor nor any ERISA Affiliate has incurred a complete or partial withdrawal from any Multiemployer Plan, and if each of the U.S. US Obligors and each ERISA Affiliate were to withdraw in a complete withdrawal as of the date hereof, the aggregate withdrawal liability that would be incurred would not reasonably be expected to have a Material Adverse Effect. 25.14.5 There are no actions, suits or claims pending against or involving an Employee Plan (other than routine claims for benefits) or, to the knowledge of the Parent Company, any U.S. US Obligor or any ERISA Affiliate, threatened, which would reasonably be expected to be asserted successfully against any Employee Plan and, if so asserted successfully, would reasonably be expected either singly or in the aggregate to have a Material Adverse Effect. 25.14.6 Each U.S. US Obligor and any ERISA Affiliate has made all material contributions to or under each such Employee Plan required by law within the applicable time limits prescribed thereby, by the terms of such Employee Plan, Plan or any contract or by agreement requiring contributions to an Employee Plan save where any failure to comply would not reasonably be expected to have a Material Adverse Effect. 25.14.7 Neither any U.S. US Obligor nor any ERISA Affiliate has ceased operations at a facility so as to become subject to the provisions of Section 4068(a) of ERISA, withdrawn as a substantial employer so as to become subject to the provisions of Section 4063 of ERISA or ceased making contributions to any Employee Plan subject to Section 4064(a) of ERISA to which it made contributions except, in each case, to the extent the same would not reasonably be expected to have a Material Adverse Effect. 25.14.8 Neither any U.S. US Obligor nor any ERISA Affiliate has incurred or reasonably expects to incur any liability to PBGC save for any liability for premiums due in the ordinary course or other liability which would not reasonably be expected to have a Material Adverse Effect.

ERISA and Multiemployer Plans. 25.14.1 (a) No ERISA Event has occurred, is continuing, or is reasonably likely to occur with respect to which it or any ERISA Affiliate has or is reasonably likely to incur any liability. (b) Each Employee Plan is in compliance in form and operation with ERISA and the Code and all other applicable laws and regulations save where any failure to comply would not reasonably be expected to have a Material Adverse Effect. 25.14.2 (c) Each Employee Plan which is intended to be qualified under Section 401(a) of the Code has been determined by the IRS to be so qualified or is in the process of being submitted to the IRS for approval or will be so submitted during the applicable remedial amendment period, and, nothing has occurred since the date of such determination that would reasonably be expected to adversely affect such determination (or, in the case of an Employee Plan with no determination, nothing has occurred that would materially adversely affect such qualification) except, in each case, to the extent the same would not reasonably be expected to have a Material Adverse Effect). 25.14.3 (d) There exists no Unfunded Pension Liability with respect to any Employee Plan, except as would not have a Material Adverse Effect. 25.14.4 (e) Neither the U.S. Obligor it nor any ERISA Affiliate has incurred a complete or partial withdrawal from any Multiemployer Plan, and if each of the U.S. Obligors and each ERISA Affiliate were to withdraw in a complete withdrawal as of the date hereof, the aggregate withdrawal liability that would be incurred would not reasonably be expected to have a Material Adverse Effect. 25.14.5 (f) There are no actions, suits or claims pending against or involving an Employee Plan (other than routine claims for benefits) or, to the knowledge of the Company, any U.S. Obligor it or any ERISA Affiliate, threatened, which would reasonably be expected to be asserted successfully against any Employee Plan and, if so asserted successfully, would reasonably be expected either singly or in the aggregate to have a Material Adverse Effect. 25.14.6 Each U.S. Obligor (g) It and any each ERISA Affiliate has made all material contributions to or under each such Employee Plan it is required by law to make within the applicable time limits prescribed thereby, the terms of such Employee Plan, or any contract or agreement requiring contributions to an Employee Plan save Plan, except where any failure to comply would not reasonably be expected to have a Material Adverse Effect. 25.14.7 (h) Neither any U.S. Obligor it nor any ERISA Affiliate has ceased operations at a facility so as to become subject to the provisions of Section 4068(a) of ERISA, withdrawn as a substantial employer so as to become subject to the provisions of Section 4063 of ERISA or ceased making contributions to any Employee Plan subject to Section 4064(a) of ERISA to which it made contributions exceptcontributions. (i) To the knowledge of it and each ERISA Affiliate, no Multiemployer Plan is or is reasonably likely to become insolvent or is in each casereorganization for purposes of Title IV of ERISA, to the extent the same except where any such insolvency or reorganization would not reasonably be expected to have a Material Adverse Effect. 25.14.8 Neither any U.S. Obligor nor any ERISA Affiliate has incurred or reasonably expects to incur any liability to PBGC save for any liability for premiums due in the ordinary course or other liability which would not reasonably be expected to have a Material Adverse Effect.