Common use of ERISA Compliance Clause in Contracts

ERISA Compliance. (i) Each “employee benefit plan” (within the meaning of Section 3(3) of the Employee Retirement Security Act of 1974, as amended (“ERISA”)) for which the Company or any member of its “Controlled Group” (defined as any organization which is a member of a controlled group of corporations within the meaning of Section 414 of the Internal Revenue Code of 1986, as amended (the “Code”)) would have any liability (each a “Plan”) has been maintained in compliance in all material respects with its terms and with the requirements of all applicable statutes, rules and regulations including ERISA and the Code; (ii) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Plan excluding transactions effected pursuant to a statutory or administrative exemption; (iii) with respect to each Plan subject to Title IV of ERISA (A) no “reportable event” (within the meaning of Section 4043(c) of ERISA) has occurred or is reasonably expected to occur that would result in a material loss to the Company, (B) no “accumulated funding deficiency” (within the meaning of Section 302 of ERISA or Section 412 of the Code), whether or not waived, has occurred or is reasonably expected to occur, (C) the fair market value of the assets under each Plan that is required to be funded exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan), and (D) neither the Company or any member of its Controlled Group has incurred, or reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the Plan or premiums to the Pension Benefit Guaranty Corporation in the ordinary course and without default) in respect of a Plan (including a “multiemployer plan”, within the meaning of Section 4001(c)(3) of ERISA); and (iv) each Plan that is intended to be qualified under Section 401(a) of the Code is so qualified and nothing has occurred, to the Company’s knowledge, whether by action or by failure to act, which would cause the loss of such qualification.

ERISA Compliance. (i) Each No “employee benefit planprohibited transaction” (within the meaning of as defined in Section 3(3) 406 of the Employee Retirement Income Security Act of 1974, as amended amended, including the regulations and published interpretations thereunder (“ERISA”)) for which the Company , or any member of its “Controlled Group” (defined as any organization which is a member of a controlled group of corporations within the meaning of Section 414 4975 of the Internal Revenue Code of 1986, as amended from time to time (the “Code”)) would have or “accumulated funding deficiency” (as defined in Section 302 of ERISA) or any liability of the events set forth in Section 4043(b) of ERISA (each a “Plan”other than events with respect to which the thirty (30)-day notice requirement under Section 4043 of ERISA has been waived) has been occurred or could reasonably be expected to occur with respect to any “employee benefit plan” (as defined under ERISA) established or maintained by the Company or any of its subsidiaries which would reasonably be expected to, singularly or in the aggregate, have a Material Adverse Effect. Each “employee benefit plan” established or maintained by the Company or any of its subsidiaries is in compliance in all material respects with its terms and with the requirements of all applicable statuteslaw, rules and regulations including ERISA and the Code; . Neither the Company nor any of its subsidiaries has incurred or reasonably expects to incur any material liability under (iiA) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Plan excluding transactions effected pursuant to a statutory or administrative exemption; (iii) with respect to each Plan subject to Title IV of ERISA (A) no “reportable event” (within the meaning of Section 4043(c) of ERISA) has occurred or is reasonably expected to occur that would result in a material loss with respect to the Companytermination of, or withdrawal from, any “employee benefit plan” or (B) no “accumulated funding deficiency” (within the meaning of Section 302 of ERISA Sections 412, 4971, 4975 or Section 412 4980B of the Code), whether . Each “employee benefit plan” established or not waived, has occurred or is reasonably expected to occur, (C) the fair market value of the assets under each Plan that is required to be funded exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan), and (D) neither maintained by the Company or any member of its Controlled Group has incurred, or reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the Plan or premiums to the Pension Benefit Guaranty Corporation in the ordinary course and without default) in respect of a Plan (including a “multiemployer plan”, within the meaning of Section 4001(c)(3) of ERISA); and (iv) each Plan subsidiaries that is intended to be qualified under Section 401(a) of the Code is so qualified and nothing has occurredqualified, and, to the Company’s knowledge, nothing has occurred, whether by action or by failure to act, which would could, singularly or in the aggregate, cause the loss of such qualification.

ERISA Compliance. Except as would not reasonably be expected to have a Material Adverse Effect: (i) Each “each employee benefit plan” (, within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) , for which the Company or an ERISA Affiliate (which means, with respect to the Company, any member of its “Controlled Group” (defined as any organization which is a member of a controlled group of corporations within the meaning of Section 414 organizations described in Sections 414(b),(c),(m) or (o) of the Internal Revenue Code of 1986, as amended (the “Code”)) of which the Company is a member) would have any liability (each each, a “Plan”) has been maintained in compliance in all material respects with its terms and with the requirements of all any applicable statutes, orders, rules and regulations regulations, including but not limited to ERISA and the Code; (ii) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Plan excluding transactions effected pursuant to a statutory or administrative exemption; (iii) with respect to for each Plan that is subject to Title IV the funding rules of ERISA Section 412 of the Code or Section 302 of ERISA, the minimum funding standards of Section 412 of the Code or Section 302 of ERISA, as applicable, have been satisfied (Awithout taking into account any waiver thereof or extension of any amortization period) and are reasonably expected to be satisfied in the future (without taking into account any waiver thereof or extension of any amortization period); (iv) no “reportable event” (within the meaning of Section 4043(c) of ERISA) has occurred or is reasonably expected to occur that would result in a material loss to the Company, occur; (B) no “accumulated funding deficiency” (within the meaning of Section 302 of ERISA or Section 412 of the Code), whether or not waived, has occurred or is reasonably expected to occur, (C) the fair market value of the assets under each Plan that is required to be funded exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan), and (Dv) neither the Company or nor any member of its Controlled Group ERISA Affiliates has incurred, incurred or reasonably expects to incur, incur any material liability under Title IV of ERISA (other than contributions to the Plan or premiums to the Pension Benefit Guaranty Corporation Corporation, in the ordinary course and without default) in respect of a Plan (including a “multiemployer plan”, ,” within the meaning of Section 4001(c)(34001(a)(3) of ERISA); and (ivvi) each Plan that there is intended no pending audit or investigation by the Internal Revenue Service, the U.S. Department of Labor, the Pension Benefit Guaranty Corporation or any other governmental agency or any foreign regulatory agency with respect to be qualified under Section 401(a) of the Code is so qualified and nothing has occurred, to the Company’s knowledge, whether by action or by failure to act, which would cause the loss of such qualificationany Plan.

ERISA Compliance. (i) Each “employee benefit plan” (within the meaning of Section 3(3) of the Employee Retirement Security Act of 1974, as amended (“ERISA”)) for which the Company or any member of its “Controlled Group” (defined as any organization which is a member of a controlled group of corporations within the meaning of Section 414 of the Internal Revenue Code of 1986, as amended (the “Code”)) would have any liability (each a “Plan”) has been maintained in compliance in all material respects with its terms and with the requirements of all applicable statutes, rules and regulations including ERISA and the Code; (ii) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Plan excluding transactions effected pursuant to a statutory or administrative exemption; (iii) with respect to each Plan subject to Title IV of ERISA (A) no “reportable event” (within the meaning of Section 4043(c) of ERISA) has occurred or is reasonably expected to occur that would result in a material loss to the Companyoccur, (B) no “accumulated funding deficiency” (within the meaning of Section 302 of ERISA or Section 412 of the Code), whether or not waived, has occurred or is reasonably expected to occur, (C) the fair market value of the assets under each Plan that is required to be funded exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan), and (D) neither the Company or any member of its Controlled Group has incurred, or reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the Plan or premiums to the Pension Benefit Guaranty Corporation in the ordinary course and without default) in respect of a Plan (including a “multiemployer plan”, ,” within the meaning of Section 4001(c)(3) of ERISA); and (iv) each Plan that is intended to be qualified under Section 401(a) of the Code is so qualified and nothing has occurred, to the Company’s knowledge, whether by action or by failure to act, which would cause the loss of such qualification.

ERISA Compliance. (i) Each “employee benefit plan” (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) for which the Company or any member of its “Controlled Group” (defined as any organization which is a member of a controlled group of corporations within the meaning of Section 414 of the Internal Revenue Code of 1986, as amended (the “Code”)) would have any liability (each a “Plan”) has been maintained in compliance in all material respects with its terms and with the requirements of all applicable statutes, rules and regulations including ERISA and the Code; (ii) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Plan excluding transactions effected pursuant to a statutory or administrative exemption; (iii) with respect to each Plan subject to Title IV of ERISA (A) no “reportable event” (within the meaning of Section 4043(c) of ERISA) has occurred or is reasonably expected to occur that would result in a material loss to the Company, (B) no “accumulated funding deficiency” (within the meaning of Section 302 of ERISA or Section 412 of the Code), whether or not waived, has occurred or is reasonably expected to occur, (C) the fair market value of the assets under each Plan that is required to be funded exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan), and (D) neither the Company or any member of its Controlled Group has incurred, or reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the Plan or premiums to the Pension Benefit Guaranty Corporation in the ordinary course and without default) in respect of a Plan (including a “multiemployer plan”, within the meaning of Section 4001(c)(3) of ERISA); and (iv) each Plan that is intended to be qualified under Section 401(a) of the Code is so qualified and nothing has occurred, to the Company’s knowledge, whether by action or by failure to act, which would cause the loss of such qualification.

ERISA Compliance. On the Closing Date, except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (i) Each “employee benefit plan” (within the meaning of Section 3(3) Partnership Entities will be in compliance in all material respects with all presently applicable provisions of the Employee Retirement Income Security Act of 1974, as amended amended, including the regulations and published governmental interpretations thereunder (“ERISA”); (ii) no “reportable event” (as defined in Section 4043(c) ERISA) has occurred with respect to any “pension plan” (as defined in Section 3(2) of ERISA) for which any Partnership Entities would have any liability, excluding any reportable event for which a waiver could apply; (iii) neither the Company Partnership nor any Partnership Entity has incurred, nor does any such entity reasonably expect to incur, liability under (a) Title IV of ERISA with respect to termination of, or withdrawal from, any member of its “Controlled Grouppension plan” or (defined as any organization which is a member of a controlled group of corporations within the meaning of Section 414 b) Sections 412 or 4971 of the Internal Revenue Code of 1986, as amended amended, including the regulations and published governmental interpretations thereunder (the “Code”)) with respect to any “pension plan”; (iv) each “pension plan” for which any Partnership Entity would have any liability (each a “Plan”) has been maintained in compliance in all material respects with its terms and with the requirements of all applicable statutes, rules and regulations including ERISA and the Code; (ii) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Plan excluding transactions effected pursuant to a statutory or administrative exemption; (iii) with respect to each Plan subject to Title IV of ERISA (A) no “reportable event” (within the meaning of Section 4043(c) of ERISA) has occurred or is reasonably expected to occur that would result in a material loss to the Company, (B) no “accumulated funding deficiency” (within the meaning of Section 302 of ERISA or Section 412 of the Code), whether or not waived, has occurred or is reasonably expected to occur, (C) the fair market value of the assets under each Plan that is required to be funded exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan), and (D) neither the Company or any member of its Controlled Group has incurred, or reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the Plan or premiums to the Pension Benefit Guaranty Corporation in the ordinary course and without default) in respect of a Plan (including a “multiemployer plan”, within the meaning of Section 4001(c)(3) of ERISA); and (iv) each Plan that is intended to be qualified under Section 401(a) of the Code is the subject of a favorable determination or opinion letter from the Internal Revenue Service to the effect that it is so qualified and and, to the knowledge of the Memorial Parties, nothing has occurred, to the Company’s knowledge, whether by action or by failure to act, which would could reasonably be expected to cause the loss of such qualification; and (v) no Partnership Entity has incurred any material unpaid liability to the Pension Benefit Guaranty Corporation (other than for payment of premiums in the ordinary course of business) for which any Partnership Entity could be liable.

ERISA Compliance. (i) Each “employee benefit plan” (, within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) maintained or contributed to by the Company or any Subsidiary or for which the Company or any Subsidiary or any member of its “Controlled Group” (defined as any organization which is a member of a controlled group of corporations or group of trades or business (whether or not incorporated) under common control within the meaning of Section 414 of the Internal Revenue Code of 1986, as amended (the “Code”)) that includes the Company or any Subsidiary) would have any liability (each each, a “Plan”) has been maintained in compliance in all material respects with its terms and with the requirements of all any applicable statutes, orders, rules and regulations regulations, including but not limited to, ERISA and the Code, except for noncompliance that could not reasonably be expected to result in material liability to the Company and its Subsidiaries taken as a whole; (ii) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Plan (excluding transactions effected pursuant to a statutory or administrative exemption) that could reasonably be expected to result in a material liability to the Company and its Subsidiaries taken as a whole; (iii) with respect to for each Plan that is subject to Title IV the funding rules of Section 412 of the Code or Section 302 of ERISA, the minimum funding standard of Section 412 of the Code or Section 302 of ERISA, as applicable, has been satisfied (without taking into account any waiver thereof or extension of any amortization period) and is reasonably expected to be satisfied in the future (without taking into account any waiver thereof or extension of any amortization period) except as could not reasonably be expected to result in material liability to the Company and its Subsidiaries taken as a whole; (iv) the fair market value of the assets of each Plan that is subject to the funding rules of Section 412 of the Code or Section 302 of ERISA exceeds the present value of all benefits accrued under such Plan (Adetermined based on those assumptions used to fund such Plan) except as could not reasonably be expected to result in material liability to the Company and its Subsidiaries taken as a whole; (v) no “reportable event” (within the meaning of Section 4043(c) of ERISA) has occurred or is reasonably expected to occur with respect to any Plan subject to Title IV of ERISA that would result either has resulted, or could reasonably be expected to result, in a material loss liability to the Company, Company and its Subsidiaries taken as a whole; (B) no “accumulated funding deficiency” (within the meaning of Section 302 of ERISA or Section 412 of the Code), whether or not waived, has occurred or is reasonably expected to occur, (C) the fair market value of the assets under each Plan that is required to be funded exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan), and (Dvi) neither the Company or nor any member of its the Controlled Group has incurred, or nor reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the Plan or premiums to the Pension Benefit Guaranty Corporation (“PBGC”), in the ordinary course and without default) in respect of a Plan (including a “multiemployer plan”, ,” within the meaning of Section 4001(c)(34001(a)(3) of ERISA); and (ivvii) each there is no pending audit or investigation by the Internal Revenue Service, the U.S. Department of Labor, the PBGC or any other governmental agency or any foreign regulatory agency with respect to any Plan that is intended to be qualified under Section 401(a) of maintained by the Code is so qualified and nothing has occurredCompany or any Subsidiary or, to the knowledge of the Company and the Operating Partnership, any other Plan, that could reasonably be expected to result in material liability to the Company and its Subsidiaries taken as a whole. A material increase in the aggregate amount of contributions required to be made to all Plans by the Company and its Subsidiaries in the current fiscal year of the Company compared to the amount of such contributions made in the Company’s knowledge, whether by action most recently completed fiscal year has not occurred or by failure is not reasonably likely to act, which would cause the loss of such qualificationoccur.

ERISA Compliance. (i) Each Except as would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, the Company and its subsidiaries and any “employee benefit planEmployee Benefit Plan” (within the meaning of Section 3(3) of as defined under the Employee Retirement Income Security Act of 1974, as amended amended, and the regulations and published interpretations promulgated thereunder (collectively, “ERISA”)) for which the Company Company, its subsidiaries or any member of its their “Controlled GroupERISA Affiliates” (as defined as below) would have any organization which is liability (each, a member “Plan”) are in compliance in all respects with ERISA and each Plan has been maintained in compliance with its terms and the requirements of a controlled group of corporations within the meaning of Section 414 of any applicable statutes, orders, rules and regulations, including but not limited to, ERISA and the Internal Revenue Code of 1986, as amended amended, and the regulations and published interpretations thereunder (the “Code”)) would have any liability (each a . “Plan”) has been maintained in compliance in all material respects with its terms and with the requirements of all applicable statutesERISA Affiliate” means, rules and regulations including ERISA and the Code; (ii) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to the Company, any Plan excluding transactions effected pursuant to member of any group of organizations described in Sections 414(b), (c), (m) or (o) of the Code of which the Company or such subsidiary is a statutory or administrative exemption; (iii) with respect to each Plan subject to Title IV of ERISA (A) no member. No “reportable event” (within the meaning of Section 4043(c) of as defined under ERISA) has occurred or is reasonably expected to occur with respect to any Plan that would result in is a material loss to the Company, (B) no “accumulated funding deficiencyPension Plan” (within the meaning of Section 302 3(2) of ERISA or Section 412 ERISA) (each, a “Pension Plan”). No Pension Plan, if such Pension Plan were terminated, would have any “amount of the Codeunfunded benefit liabilities” (as defined under ERISA), whether or not waived, has occurred or is reasonably expected to occur, (C) as the fair market value of the assets under each Plan that is required to be funded (excluding for these purposes accrued but unpaid contributions) exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan). Neither the Company, and (D) neither the Company or its subsidiaries nor any member of its Controlled Group their ERISA Affiliates has incurred, incurred or reasonably expects to incur, with respect to a Pension Plan, any obligation or liability under (A) Title IV of ERISA with respect to termination of, or withdrawal from, any Plan, (other than contributions to B) Sections 412 and 430, 4971, 4975 or 4980B of the Plan Code or premiums to the Pension Benefit Guaranty Corporation in the ordinary course (C) Sections 302 and without default) in respect of a Plan (including a “multiemployer plan”303, within the meaning of Section 4001(c)(3) 406, 4063 and 4064 of ERISA); and (iv) each . Each Plan that is intended to be qualified under Section 401(a) of the Code is so qualified and nothing has occurred, to the Company’s knowledge, whether by action or by failure to act, which would cause the loss of such qualification. There is no pending audit or investigation by the Internal Revenue Service, the U.S. Department of Labor, the Pension Benefit Guaranty Corporation or any other governmental or foreign regulatory entity or agency with respect to any Plan that could reasonably be expected to result in liability to the Company or any of its subsidiaries. Neither the Company nor any of its subsidiaries have any “accumulated post-retirement benefit obligations” (within the meaning of Statement of Financial Accounting Standards 106).

ERISA Compliance. (i) Each “employee benefit plan” (within the meaning of Section 3(3) of the Employee Retirement Security Act of 1974, as amended (“ERISA”)) for which the a Company Party or any member of its “Controlled Group” (defined as any organization which is a member of a controlled group of corporations within the meaning of Section 414 of the Internal Revenue Code of 1986, as amended (the “Code”)) would have any liability (each a “Plan”) has been maintained in compliance in all material respects with its terms and with the requirements of all applicable statutes, rules and regulations including ERISA and the Code; (ii) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Plan excluding transactions effected pursuant to a statutory or administrative exemption; (iii) with respect to each Plan subject to Title IV of ERISA (A) no “reportable event” (within the meaning of Section 4043(c) of ERISA) has occurred or is reasonably expected to occur that would result in a material loss to the Companyoccur, (B) no “accumulated funding deficiency” (within the meaning of Section 302 of ERISA or Section 412 of the Code), whether or not waived, has occurred or is reasonably expected to occur, (C) the fair market value of the assets under each Plan that is required to be funded exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan), and (D) neither the Company Company, the LLC or any member of its Controlled Group has incurred, or reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the Plan or premiums to the Pension Benefit Guaranty Corporation in the ordinary course and without default) in respect of a Plan (including a “multiemployer plan”, ,” within the meaning of Section 4001(c)(3) of ERISA); and (iv) each Plan that is intended to be qualified under Section 401(a) of the Code is so qualified and nothing has occurred, to the Company’s knowledge, whether by action or by failure to act, which would cause the loss of such qualification.

ERISA Compliance. (i) Each “employee benefit plan” (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) for which the Company Partnership or any member of its “Controlled Group” (defined as any organization which is a member of a controlled group of corporations within the meaning of Section 414 of the Internal Revenue Code of 1986, as amended (the “Code”)) would have any liability (each a “Plan”) has been maintained in compliance in all material respects with its terms and with the requirements of all applicable statutes, rules and regulations including ERISA and the Code; (ii) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Plan excluding transactions effected pursuant to a statutory or administrative exemption; (iii) with respect to each Plan subject to Title IV of ERISA (A) no “reportable event” (within the meaning of Section 4043(c) of ERISA) has occurred or is reasonably expected to occur that would result in a material loss to the Companyoccur, (B) no “accumulated funding deficiency” (within the meaning of Section 302 of ERISA or Section 412 of the Code), whether or not waived, has occurred or is reasonably expected to occur, (C) the fair market value of the assets under each Plan that is required to be funded exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan), and (D) neither the Company or Partnership nor any member of its Controlled Group has incurred, or reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the Plan or premiums to the Pension Benefit Guaranty Corporation in the ordinary course and without default) in respect of a Plan (including a “multiemployer plan”, within the meaning of Section 4001(c)(3) of ERISA); and (iv) each Plan that is intended to be qualified under Section 401(a) of the Code is so qualified and nothing has occurred, to the Company’s knowledge, whether by action or by failure to act, which would cause the loss of such qualification.

ERISA Compliance. (i) Each “employee benefit plan” (, within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) , for which the Company or any member of its “Controlled Group” (defined as any organization which is a member of a controlled group of corporations within the meaning of Section 414 of the Internal Revenue Code of 1986, as amended (the “Code”)) would have any liability (each each, a “Plan”) ), has been established and maintained in compliance in all material respects with its terms and with the requirements of all any applicable statutes, orders, rules and regulations regulations, including but not limited to ERISA and the Code; (ii) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Plan excluding transactions effected pursuant to a statutory or administrative exemption; (iii) with respect to for each Plan that is subject to Title IV the funding rules of Section 412 of the Code or Section 302 of ERISA, no Plan has failed, or is reasonably expected to fail, to satisfy the minimum funding standards (within the meaning of Section 302 of ERISA or Section 412 of the Code as applicable), whether or not waived; (Aiv) the fair market value of the assets of each Plan exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan); (v) no “reportable event” (within the meaning of Section 4043(c) of ERISA) has occurred or is reasonably expected to occur that would result in a material loss to the Company, occur; and (Bvi) no “accumulated funding deficiency” (within the meaning of Section 302 of ERISA or Section 412 none of the Code), whether or not waived, has occurred or is reasonably expected to occur, (C) the fair market value of the assets under each Plan that is required to be funded exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan), and (D) neither the Company or nor any member of its the Controlled Group has incurred, or nor reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the Plan or premiums to the Pension Benefit Guaranty Corporation Guarantee Company, in the ordinary course and without default) in respect of a Plan (including a “multiemployer plan”, within the meaning of Section 4001(c)(34001(a)(3) of ERISA); and (iv) , in each Plan that is intended to be qualified under Section 401(a) of the Code is so qualified and nothing has occurred, to the Company’s knowledge, whether by action or by failure to act, which case except as would not cause the loss of such qualificationa Material Adverse Change.

ERISA Compliance. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) Each each “employee benefit plan” (within the meaning of Section 3(3) of the Employee Retirement Security Act of 1974, as amended (“ERISA”)) for which the Company or any member of its “Controlled Group” (defined as any organization which is a member of a controlled group of corporations within the meaning of Section 414 of the Internal Revenue Code of 1986, as amended (the “Code”)) would have any liability (each a “Plan”) has been maintained in compliance in all material respects with its terms and with the requirements of all applicable statutes, rules and regulations including ERISA and the Code; (ii) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Plan excluding transactions effected pursuant to a statutory or administrative exemption; (iii) with respect to each Plan subject to Title IV of ERISA (A) no “reportable event” (within the meaning of Section 4043(c) of ERISA) has occurred or is reasonably expected to occur that would result in a material loss to the Companyoccur, (B) no “accumulated funding deficiency” (within the meaning of Section 302 of ERISA or Section 412 of the Code), whether or not waived, has occurred or is reasonably expected to occur, (C) the fair market value of the assets under each Plan that is required to be funded exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan), and (D) neither the Company or any member of its Controlled Group has incurred, or reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the Plan or premiums to the Pension Benefit Guaranty Corporation in the ordinary course and without default) in respect of a Plan (including a “multiemployer plan”, within the meaning of Section 4001(c)(3) of ERISA); and (iv) each Plan that is intended to be qualified under Section 401(a) of the Code is so qualified and nothing has occurred, to the Company’s knowledge, whether by action or by failure to act, which would cause the loss of such qualification.

ERISA Compliance. Except as would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect (i) Each any “employee benefit planEmployee Benefit Plan” (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended amended, and the regulations and published interpretations thereunder (collectively, “ERISA”)) for which the Company or its ERISA Affiliates (as defined below) would have any member liability (each, a “Plan”) has complied in all material respects with its terms and the requirements of its “Controlled Group” (defined as any organization which is a member of a controlled group of corporations within the meaning of Section 414 of applicable statutes, orders, rules and regulations, including but not limited to, ERISA and the Internal Revenue Code of 1986, as amended amended, and the regulations and published interpretations thereunder (the “Code”)) would have any liability (each a “Plan”) has been maintained in compliance in all material respects with its terms and with the requirements of all applicable statutes, rules and regulations including ERISA and the Code; (ii) no prohibited transaction, within Plan is subject to Section 412 of the meaning of Section 406 of ERISA Code or Section 4975 of the Code, has occurred with respect to any Plan excluding transactions effected pursuant to a statutory 302 or administrative exemption; (iii) with respect to each Plan subject to Title IV of ERISA , (iii) neither the Company nor any of its ERISA Affiliates has incurred or reasonably expects to incur any obligation or liability under (A) no “reportable event” (within the meaning Title IV of Section 4043(c) of ERISA) has occurred ERISA with respect to termination of, or is reasonably expected to occur that would result in a material loss to the Companywithdrawal from, any Plan, (B) no “accumulated funding deficiency” (within the meaning of Section 302 of ERISA Sections 412 and 430, 4971, 4975 or Section 412 4980B of the Code), whether Code or not waived, has occurred or is reasonably expected to occur, (C) the fair market value of the assets under each Plan that is required to be funded exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan)Sections 302 and 303, 406, 4063 and (D) neither the Company or any member of its Controlled Group has incurred, or reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the Plan or premiums to the Pension Benefit Guaranty Corporation in the ordinary course and without default) in respect of a Plan (including a “multiemployer plan”, within the meaning of Section 4001(c)(3) 4064 of ERISA); and , (iv) each Plan that is intended to be qualified under Section 401(a) of the Code is so qualified and nothing has occurred, to the Company’s knowledge, whether by action or by failure to act, which would cause the loss of such qualification., (v) there is no pending audit or investigation by the Internal Revenue Service, the U.S. Department of Labor, the Pension Benefit Guaranty Corporation or any other governmental agency or any foreign regulatory agency with respect to any Plan that would reasonably be expected to result in material liability to the Company, (vi) there has not occurred, nor is there reasonably likely to occur, a material increase in the aggregate amount of contributions required to be made to all Plans by the Company or any of its subsidiaries in the current fiscal year of the Company and its subsidiaries compared to the amount of such contributions made in the Company’s and its subsidiaries’ most recently completed fiscal year, and

ERISA Compliance. (i) Each No “employee benefit planprohibited transaction” (within the meaning of as defined in Section 3(3) 406 of the Employee Retirement Income Security Act of 1974, as amended amended, including the regulations and published interpretations thereunder (“ERISA”)) for which the Company , or any member of its “Controlled Group” (defined as any organization which is a member of a controlled group of corporations within the meaning of Section 414 4975 of the Internal Revenue Code of 1986, as amended from time to time (the “Code”)) would have or “accumulated funding deficiency” (as defined in Section 302 of ERISA) or any liability of the events set forth in Section 4043(b) of ERISA (each a “Plan”other than events with respect to which the thirty (30)-day notice requirement under Section 4043 of ERISA has been waived) has been occurred or could reasonably be expected to occur with respect to any “employee benefit plan” (as defined under ERISA) established or maintained by the Company or any of its subsidiaries which would reasonably be expected to, singularly or in the aggregate, have a Material Adverse Effect. Each “employee benefit plan” established or maintained by the Company or any of its subsidiaries is in compliance in all material respects with its terms and with the requirements of all applicable statuteslaw, rules and regulations including ERISA and the Code; . Neither the Company nor any of its subsidiaries has incurred or reasonably expects to incur any material liability under (iiA) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Plan excluding transactions effected pursuant to a statutory or administrative exemption; (iii) with respect to each Plan subject to Title IV of ERISA (A) no “reportable event” (within the meaning of Section 4043(c) of ERISA) has occurred or is reasonably expected to occur that would result in a material loss with respect to the Companytermination of, or withdrawal from, any “employee benefit plan” or (B) no “accumulated funding deficiency” (within the meaning of Section 302 of ERISA Sections 412, 4971, 4975 or Section 412 4980B of the Code), whether . Each “employee benefit plan” established or not waived, has occurred or is reasonably expected to occur, (C) the fair market value of the assets under each Plan that is required to be funded exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan), and (D) neither maintained by the Company or any member of its Controlled Group has incurred, or reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the Plan or premiums to the Pension Benefit Guaranty Corporation in the ordinary course and without default) in respect of a Plan (including a “multiemployer plan”, within the meaning of Section 4001(c)(3) of ERISA); and (iv) each Plan subsidiaries that is intended to be qualified under Section 401(a) of the Code is so qualified and nothing has occurredqualified, and, to the Company’s knowledge, nothing has occurred, whether by action or by failure to act, which would could, singularly or in the aggregate, cause the loss of such qualification.

ERISA Compliance. Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change, (i) Each each “employee benefit plan” (within the meaning of Section 3(3) of the Employee Retirement Security Act of 1974, as amended (“ERISA”)) for which the Company Nationstar or any member of its “Controlled Group” (defined as any organization which is a member of a controlled group of corporations within the meaning of Section 414 of the Internal Revenue Code of 1986, as amended (the “Code”)) would have any liability (each a “Plan”) has been maintained in compliance in all material respects in compliance with its terms and with the requirements of all applicable statutes, rules and regulations including ERISA and the Code; (ii) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Plan excluding transactions effected pursuant to a statutory or administrative exemption; (iii) with respect to each Plan subject to Title IV of ERISA (A) no “reportable event” (within the meaning of Section 4043(c) of ERISA) has occurred or is reasonably expected to occur that would result in a material loss to the Companyoccur, (B) no “accumulated funding deficiency” (within the meaning of Section 302 of ERISA or Section 412 of the Code), whether or not waived, has occurred or is reasonably expected to occur, (C) the fair market value of the assets under each Plan that is required to be funded exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan), and (D) neither the Company Nationstar or any member of its Controlled Group has incurred, or reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the Plan or premiums to the Pension Benefit Guaranty Corporation PBGC in the ordinary course and without default) in respect of a Plan (including a “multiemployer plan”, ,” within the meaning of Section 4001(c)(3) of ERISA); and (iv) each Plan that is intended to be qualified under Section 401(a) of the Code is so qualified and nothing has occurred, to the Company’s knowledge, whether by action or by failure to act, which would cause the loss of such qualification.

ERISA Compliance. Other than with respect to items that would not reasonably be expected to have a Material Adverse Effect, (i) Each each “employee benefit plan” (within the meaning of Section 3(3) of the Employee Retirement Security Act of 1974, as amended (“ERISA”)) for which the Company or any member of its “Controlled Group” (defined as any organization which is a member of a controlled group of corporations within the meaning of Section 414 of the Internal Revenue Code of 1986, as amended (the “Code”)) would Subsidiaries has or could have any liability (each a “Plan”) has been maintained in compliance in all material respects with its terms and with the requirements of all applicable statutes, rules and regulations including ERISA and the Code; (ii) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), has occurred with respect to any Plan excluding transactions effected pursuant to a statutory or administrative exemption; (iii) with respect to each Plan subject to Title IV of ERISA (A) no “reportable event” (within the meaning of Section 4043(c) of ERISA) has occurred or is reasonably expected to occur that would result in a material loss to the Companyoccur, (B) no “accumulated there has not been, nor is there reasonably expected to be, a failure to satisfy the minimum funding deficiency” standards (within the meaning of Section 302 of ERISA or Section 412 of the Code), whether or not waived, has occurred or is reasonably expected ) applicable to occursuch Plan, (C) the fair market value of the assets under each Plan that is required to be funded exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan), and (D) neither the Company or nor any member of its Controlled Group Subsidiaries has incurred, or reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the Plan or premiums to the Pension Benefit Guaranty Corporation in the ordinary course and without default) in respect of a Plan (including a “multiemployer plan”, within the meaning of Section 4001(c)(3) of ERISA); and (iv) each Plan that is intended to be qualified under Section 401(a) of the Code is so qualified and nothing has occurred, to the Company’s knowledge, whether by action or by failure to act, which would cause the loss of such qualification.

ERISA Compliance. (i) Each The Company and its subsidiaries and any “employee benefit planEmployee Benefit Plan” (within the meaning of Section 3(3) of as defined under the Employee Retirement Income Security Act of 1974, as amended amended, and the regulations and published interpretations promulgated thereunder (collectively, “ERISA”)) for which the Company Company, its subsidiaries or any member of its or their “Controlled GroupERISA Affiliates” (as defined as below) would have any organization which is liability (each, a member “Plan”) are in compliance in all material respects with ERISA and each Plan has been maintained in compliance with its terms and the requirements of a controlled group of corporations within the meaning of Section 414 of any applicable statutes, orders, rules and regulations, including but not limited to, ERISA and the Internal Revenue Code of 1986, as amended amended, and the regulations and published interpretations thereunder (the “Code”)) would have any liability (each a . “Plan”) has been maintained in compliance in all material respects with its terms and with the requirements of all applicable statutesERISA Affiliate” means, rules and regulations including ERISA and the Code; (ii) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to the Company, any Plan excluding transactions effected pursuant to member of any group of organizations described in Sections 414(b), (c), (m) or (o) of the Code of which the Company or such subsidiary is a statutory or administrative exemption; (iii) with respect to each Plan subject to Title IV of ERISA (A) no member. No “reportable event” (within the meaning of Section 4043(c) of as defined under ERISA) has occurred or is reasonably expected to occur that with respect to any Plan. No Plan, if such Plan were terminated, would result in a material loss to the Company, (B) no have any “accumulated funding deficiencyamount of unfunded benefit liabilities” (within the meaning of Section 302 of ERISA or Section 412 of the Codeas defined under ERISA), whether or not waived, has occurred or is reasonably expected to occur, (C) as the fair market value of the assets under each Plan that is required to be funded (excluding for these purposes accrued but unpaid contributions) exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan). Neither the Company, and (D) neither the Company or its subsidiaries nor any member of its Controlled Group or their ERISA Affiliates has incurred, incurred or reasonably expects to incur, incur any obligation or liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any Plan, (other than contributions to ii) Sections 412 and 430, 4971 or 4975 of the Plan Code or premiums to the Pension Benefit Guaranty Corporation in the ordinary course (iii) Sections 302 and without default) in respect of a Plan (including a “multiemployer plan”303, within the meaning of Section 4001(c)(3) 406, 4063 and 4064 of ERISA); and (iv) each . Each Plan that is intended to be qualified under Section 401(a) of the Code is so qualified and nothing has occurred, to the Company’s knowledge, whether by action or by failure to act, which would cause the loss of such qualification. There is no pending audit or investigation by the Internal Revenue Service, the U.S. Department of Labor, the Pension Benefit Guaranty Corporation or any other governmental or foreign regulatory entity or agency with respect to any Plan that would reasonably be expected to result in liability to the Company or any of its subsidiaries. Neither the Company nor any of its subsidiaries have any “accumulated post-retirement benefit obligations” (within the meaning of Statement of Financial Accounting Standards 106).

ERISA Compliance. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, (iA) Each “each employee benefit plan” (, within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) , for which the Company or any member of its “Controlled Group” (defined as any organization which is a member of a controlled group of corporations within the meaning of Section 414 of the Internal Revenue Code of 1986, as amended (the “Code”)) would have any liability (each each, a “Plan”) has been maintained in compliance in all material respects with its terms and with the requirements of all any applicable statutes, orders, rules and regulations regulations, including but not limited to ERISA and the Code; (iiB) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Plan which would reasonably be expected to result in material liability, excluding transactions effected pursuant to a statutory or administrative exemption; (iiiC) with respect for each Plan that is subject to the funding rules of Section 412 of the Code or Section 302 of ERISA, no “accumulated funding deficiency” as defined in Section 412 of the Code, whether or not waived, has occurred or is reasonably expected to occur; (D) the fair market value of the assets of each Plan subject to Title IV Section 401(a) of ERISA the Code exceeds the present value of all benefits accrued under such Plan (Adetermined based on those assumptions used to fund such Plan); (E) no “reportable event” (within the meaning of Section 4043(c) of ERISA) has occurred or is reasonably expected to occur that would result in a material loss to the Company, (B) no “accumulated funding deficiency” (within the meaning of Section 302 of ERISA or Section 412 of the Code), whether or not waived, has occurred or is reasonably expected to occur, (C) the fair market value of the assets under each Plan that is required to be funded exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan), ; and (DF) neither the Company or nor any member of its the Controlled Group has incurred, or nor reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the Plan or premiums to the Pension Benefit Guaranty Corporation PBGC, in the ordinary course and without default) in respect of a Plan (including a “multiemployer plan”, ,” within the meaning of Section 4001(c)(34001(a)(3) of ERISA); and (iv) each Plan that is intended to be qualified under Section 401(a) of the Code is so qualified and nothing has occurred, to the Company’s knowledge, whether by action or by failure to act, which would cause the loss of such qualification.

ERISA Compliance. (i) Each “employee benefit plan” (, within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) for which , that is subject to ERISA and is sponsored by the Company or any member of its “Controlled Group” (defined as any organization which is a member of a controlled group of corporations within the meaning of Section 414 414(b) of the Internal Revenue Code of 1986, as amended (the “Code”)) ), for which the Company or any member of its “Controlled Group” would have any liability (each each, a “Plan”) has been maintained in compliance in all material respects with its terms and with the requirements of all any applicable statutes, orders, rules and regulations including regulations, including, but not limited to, ERISA and the Code, except for noncompliance that would not reasonably be expected to have a Material Adverse Effect; (ii) no non-exempt prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Plan Plan, excluding transactions effected pursuant that would not reasonably be expected to have a statutory or administrative exemptionMaterial Adverse Effect; (iii) with respect to for each Plan that is subject to Title IV of ERISA (A) no “reportable event” (within the meaning funding rules of Section 4043(c) 412 of the Code or Sections 303, 304 and 305 of ERISA, the minimum funding standard of Section 412 of the Code or Sections 303, 304 and 305 of ERISA, as applicable, has been satisfied (without taking into account any waiver thereof or extension of any amortization period) has occurred or and is reasonably expected to occur that would result be satisfied in a material loss to the Companyfuture (without taking into account any waiver thereof or extension of any amortization period); (iv) except as disclosed in the Registration Statement, (B) no “accumulated funding deficiency” (within the meaning of Section 302 of ERISA or Section 412 of Pricing Disclosure Package and the Code)Prospectus, whether or not waived, has occurred or is reasonably expected to occur, (C) the fair market value of the assets under of each Plan that is required to be funded exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan)) as of the relevant date or dates described in the Registration Statement, the Pricing Disclosure Package and the Prospectus; (Dv) with respect to any Plan, no “reportable event” (within the meaning of Section 4043(c) of ERISA) has occurred or is reasonably expected to occur that either has resulted, or could reasonably be expected to result, in material liability under Title IV of ERISA to the Company or its subsidiaries; (vi) neither the Company or nor any member of its the Controlled Group has incurred, or nor reasonably expects to incur, any material liability under Title IV of ERISA (other than contributions to the Plan or for premiums owed to the Pension Benefit Guaranty Corporation (the “PBGC”), in the ordinary course and without default) in respect of a Plan (including a “multiemployer plan”, within the meaning of Section 4001(c)(3) of ERISAPlan); and (ivvii) each except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, there is no pending audit or investigation by the Internal Revenue Service, the U.S. Department of Labor, the PBGC or any other governmental agency or any foreign regulatory agency with respect to any Plan that would reasonably be expected to have a Material Adverse Effect. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, none of the following events has occurred or is intended reasonably likely to occur: (x) a material increase in the aggregate amount of contributions required to be qualified under Section 401(amade to all Plans that are required to be funded by the Company or its subsidiaries in the current fiscal year of the Company and its subsidiaries compared to the amount of such contributions made in the Company and its subsidiaries’ most recently completed fiscal year; or (y) a material increase in the Company and its subsidiaries’ “benefit obligations” (as reported in the financial statements (including the related notes thereto) of the Code is so qualified Company and nothing has occurred, its consolidated subsidiaries) compared to the Company’s knowledge, whether by action or by failure to act, which would cause the loss amount of such qualificationobligations in the Company and its subsidiaries’ most recently completed fiscal year.

ERISA Compliance. (i) Each “employee benefit plan” (, within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) , for which the Company or any member of its “Controlled Group” (defined as any organization which entity, whether or not incorporated, that is a member of a controlled group of corporations under common control with the Company within the meaning of Section 414 4001(a)(14) of ERISA or any entity that would be regarded as a single employer with the Company under Section 414(b),(c),(m) or (o) of the Internal Revenue Code of 1986, as amended (the “Code”)) would have any liability (each each, a “Plan”) has been maintained in compliance in all material respects with its terms and with the requirements of all any applicable statutes, orders, rules and regulations including regulations, including, but not limited to, ERISA and the Code; (ii) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Plan Plan, excluding transactions effected pursuant to a statutory or administrative exemption; (iii) with respect to for each Plan that is subject to Title IV of ERISA (A) no “reportable event” (within the meaning funding rules of Section 4043(c) 412 of the Code or Section 302 of ERISA) , no Plan has occurred failed (whether or not waived), or is reasonably expected to occur that would result in a material loss fail, to satisfy the Company, (B) no “accumulated minimum funding deficiency” standards (within the meaning of Section 302 of ERISA or Section 412 of the Code)) applicable to such Plan; (iv) no Plan is, whether or not waived, has occurred or is reasonably expected to occurbe, in “at risk status” (Cwithin the meaning of Section 303(i) of ERISA) and no Plan that is a “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA is in “endangered status” or “critical status” (within the meaning of Sections 304 and 305 of ERISA); (v) the fair market value of the assets under of each Plan that is required to be funded exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan); (vi) no “reportable event” (within the meaning of Section 4043(c) of ERISA and the regulations promulgated thereunder) has occurred or is reasonably expected to occur; (vii) each Plan that is intended to be qualified under Section 401(a) of the Code is so qualified, and nothing has occurred, whether by action or by failure to act, which would cause the loss of such qualification; (Dviii) neither the Company or nor any member of its the Controlled Group has incurred, or reasonably expects to incur, any incurred liability under Title IV of ERISA (other than contributions to the Plan or premiums to the Pension Benefit Guaranty Corporation Corporation, in the ordinary course and without default) in respect of a Plan (including a “multiemployer plan”, ” within the meaning of Section 4001(c)(34001(a)(3) of ERISA); and (ivix) each Plan that none of the following events has occurred or is intended reasonably likely to occur: (A) a material increase in the aggregate amount of contributions required to be qualified under Section 401(a) made to all Plans by the Company or its Controlled Group affiliates in the current fiscal year of the Code is so qualified and nothing has occurred, Company or its Controlled Group affiliates compared to the amount of such contributions made in the Company’s knowledge, whether by action or by failure its Controlled Group affiliates’ most recently completed fiscal year; or (B) a material increase in the Company’s “accumulated post-retirement benefit obligations” (within the meaning of Accounting Standards Codification Topic 715-60) compared to act, which would cause the loss amount of such qualificationobligations in the Company’s most recently completed fiscal year, except in each case with respect to the events or conditions set forth in (i) through (ix) hereof, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

ERISA Compliance. (i) Each “employee benefit plan” (within the meaning of Section 3(3) of the Employee Retirement Security Act of 1974, as amended (“ERISA”)) for which the Company or any member of its “Controlled Group” (defined as any organization which is a member of a controlled group of corporations within the meaning of Section 414 of the Internal Revenue Code of 1986, as amended (the “Code”)) would have any liability (each a “Plan”) has been maintained in compliance in all material respects with its terms and with the requirements of all applicable statutes, rules and regulations including ERISA and the Code; (ii) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Plan excluding transactions effected pursuant to a statutory or administrative exemption; (iii) with respect to each Plan subject to Title IV of ERISA (A) no “reportable event” (within the meaning of Section 4043(c) of ERISA) has occurred or is reasonably expected to occur that would result in a material loss to the Companyoccur, (B) no Plan is or is reasonably expected to be “accumulated funding deficiencyat risk” status (within the meaning of Section 302 430 of ERISA the Code or Section 412 303 of the Code), whether or not waived, has occurred or is reasonably expected to occur, ERISA) (C) the fair market value there has been no filing pursuant to Section 412(c) of the assets under each Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan that is required or the receipt by the Company or any of its ERISA Affiliates from the Pension Benefit Guaranty Corporation or the plan administrator of any notice relating to be funded exceeds the present value intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan, (D) no conditions contained in Section 303(k)(1)(A) of all benefits accrued under such ERISA for imposition of a lien shall have been met with respect to any Plan (determined based on those assumptions used to fund such Plan), and (DE) neither the Company or any member of its Controlled Group has incurred, or reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the Plan or premiums to the Pension Benefit Guaranty Corporation in the ordinary course and without default) in respect of a Plan (including a “multiemployer plan”, within the meaning of Section 4001(c)(3) of ERISA) (“Multiemployer Plan”); and (iv) no Multiemployer Plan is, or is expected to be, “insolvent” (within the meaning of Section 4245 of ERISA), in “reorganization” (within the meaning of Section 4241 of ERISA), or in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 304 of ERISA); (v) each Plan that is intended to be qualified under Section 401(a) of the Code is so qualified and nothing has occurred, to the Company’s knowledge, whether by action or by failure to act, which would cause the loss of such qualification; and (vi) there is no pending audit or investigation by the Internal Revenue Service, the U.S. Department of Labor, the Pension Benefit Guaranty Corporation or any other governmental agency or any foreign regulatory agency with respect to any Plan.

ERISA Compliance. (i) Each “employee benefit plan” (, within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) , for which the Company or any member of its “Controlled Group” (defined as any organization which entity, whether or not incorporated, that is a member of a controlled group of corporations under common control with the Company within the meaning of Section 414 4001(a)(14) of ERISA or any entity that would be regarded as a single employer with the Company under Section 414(b),(c),(m) or (o) of the Internal Revenue Code of 1986, as amended (the “Code”)) would have any liability (each each, a “Plan”) has been maintained in compliance in all material respects with its terms and with the requirements of all any applicable statutes, orders, rules and regulations regulations, including but not limited to ERISA and the Code; (ii) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Plan Plan, excluding transactions effected pursuant to a statutory or administrative exemption; (iii) with respect to for each Plan that is subject to Title IV of ERISA (A) no “reportable event” (within the meaning funding rules of Section 4043(c) 412 of the Code or Section 302 of ERISA) , no Plan has occurred failed (whether or not waived), and, as of the date hereof, the Company has no knowledge that any such event is reasonably expected to occur that would result in a material loss fail, to satisfy the Company, (B) no “accumulated minimum funding deficiency” standards (within the meaning of Section 302 of ERISA or Section 412 of the Code)) applicable to such Plan; (iv) no Plan is, whether or not waived, has occurred or is reasonably expected to occurbe, in “at risk status” (Cwithin the meaning of Section 303(i) of ERISA) and no Plan that is a “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA is in “endangered status” or “critical status” (within the meaning of Sections 304 and 305 of ERISA); (v) the fair market value of the assets under of each Plan that is required to be funded equals or exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan); (vi) no “reportable event” (within the meaning of Section 4043(c) of ERISA and the regulations promulgated thereunder) has occurred and, and as of the date hereof, the Company has no knowledge that any such event is reasonably expected to occur; (Dvii) each Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter (or opinion letter, if applicable) as to its qualified status under the Code and, to the knowledge of the Company, nothing has occurred, whether by action or by failure to act, which would impact such favorable determination letter (or opinion letter, if applicable); (viii) neither the Company or nor any member of its the Controlled Group has incurred, or nor, as of the date hereof, does the Company reasonably expects expect any such party to incur, any liability under Title IV of ERISA (other than contributions to the Plan or premiums to the Pension Benefit Guaranty Corporation Corporation, in the ordinary course and without default) in respect of a Plan (including a “multiemployer plan”, ” within the meaning of Section 4001(c)(34001(a)(3) of ERISA); and (ivix) each Plan none of the following events has occurred and, as of the date hereof, the Company has no knowledge that any of the following events is intended reasonably likely to occur: (A) a material increase in the aggregate amount of contributions required to be qualified under Section 401(a) made to all Plans by the Company or its Controlled Group affiliates in the current fiscal year of the Code is so qualified Company and nothing has occurred, its Controlled Group affiliates compared to the amount of such contributions made in the Company’s knowledge, whether by action and its Controlled Group affiliates’ most recently completed fiscal year; or by failure (B) a material increase in the Company’s “accumulated post-retirement benefit obligations” (within the meaning of Accounting Standards Codification Topic 715-60) compared to act, which would cause the loss amount of such qualificationobligations in the Company’s most recently completed fiscal year, except in each case with respect to the events or conditions set forth in (i) through (ix) hereof, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

ERISA Compliance. (i) Each “employee benefit plan” (within the meaning of Section 3(3) of the Employee Retirement Security Act of 1974, as amended (“ERISA”)) for which the a Company Party or any member of its “Controlled Group” (defined as any organization which is a member of a controlled group of corporations within the meaning of Section 414 of the Internal Revenue Code of 1986, as amended (the “Code”)) would have any liability (each a “Plan”) has been maintained in compliance in all material respects with its terms and with the requirements of all applicable statutes, rules and regulations including ERISA and the Code; (ii) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Plan excluding transactions effected pursuant to a statutory or administrative exemption; (iii) with respect to each Plan subject to Title IV of ERISA (A) no “reportable event” (within the meaning of Section 4043(c) of ERISA) has occurred or is reasonably expected to occur that would result in a material loss to the Companyoccur, (B) no “accumulated funding deficiency” (within the meaning of Section 302 of ERISA or Section 412 of the Code), whether or not waived, has occurred or is reasonably expected to occur, (C) the fair market value of the assets under each Plan that is required to be funded exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan), and (D) neither the Company or Company, nor any member of its Controlled Group Group, has incurred, or reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the Plan or premiums to the Pension Benefit Guaranty Corporation in the ordinary course and without default) in respect of a Plan (including a “multiemployer plan”, ,” within the meaning of Section 4001(c)(3) of ERISA); and (iv) each Plan that is intended to be qualified under Section 401(a) of the Code is so qualified and nothing has occurred, to the Company’s knowledge, whether by action or by failure to act, which would cause the loss of such qualification.

ERISA Compliance. Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (i) Each the Company and its subsidiaries and each “employee benefit plan” (within the meaning of Section 3(3) of as defined under the Employee Retirement Income Security Act of 1974, as amended (“ERISA,” which term, as used herein, includes the regulations and published interpretations thereunder) established, maintained or contributed to by the Company, its subsidiaries or their ERISA Affiliates (as defined below) but excluding any multiemployer plan (as defined in Section 4001 of ERISA) (a “Multiemployer Plan”)) for are in compliance with ERISA; (ii) each “employee benefit plan” established, maintained or contributed to by the Company or its subsidiaries or any of their ERISA Affiliates, other than a Multiemployer Plan, that is intended to be qualified under Section 401 of the Code is so qualified and, to the best knowledge of the Company, nothing has occurred, whether by action or failure to act, which would reasonably be expected to result in the loss of such qualification; and (iii) none of the Company or its subsidiaries or any of their ERISA Affiliates has incurred in the six years prior to the date hereof or reasonably expects to incur any liability under (I) Title IV of ERISA with respect to termination of, or withdrawal from, any “employee benefit plan” or Multiemployer Plan, or (II) Sections 412, 4971, 4975 or 4980B (other than liability in the ordinary course with respect to the provision of continuation coverage under Section 4980B) of the Code. “ERISA Affiliate” means, with respect to the Company or any of its subsidiaries as of the date hereof, any member of its “Controlled Group” (defined as any organization which is a member of a controlled group of corporations within the meaning of organizations described in Section 414 of the Internal Revenue Code of 1986, as amended (the “Code”),” which term, as used herein, includes the regulations and published interpretations thereunder) of which the Company, or such subsidiary is a member. Except as would have any liability (each not, individually or in the aggregate, reasonably be expected to result in a “Plan”) has been maintained in compliance in all material respects with its terms and with the requirements of all applicable statutesMaterial Adverse Effect, rules and regulations including ERISA and the Code; (ii) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Plan excluding transactions effected pursuant to a statutory or administrative exemption; (iii) with respect to each Plan subject to Title IV of ERISA (A) no “reportable event” (within the meaning of Section 4043(c) of ERISA) ERISA for which the 30-day notice requirement has not been waived has occurred in the six years prior to the date hereof or is reasonably expected to occur that would result in a material loss with respect to any “employee benefit plan” established, maintained or contributed to by the Company, (B) no “accumulated funding deficiency” (within the meaning its subsidiaries or any of Section 302 of their ERISA or Section 412 Affiliates as a result of the Code), whether or not waived, has occurred or is reasonably expected to occur, (C) the fair market value of the assets under each Plan that is required to be funded exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan), and (D) neither the Company or any member of its Controlled Group has incurred, or reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the Plan or premiums to the Pension Benefit Guaranty Corporation in the ordinary course and without default) in respect of a Plan (including a “multiemployer plan”, within the meaning of Section 4001(c)(3) of ERISA); and (iv) each Plan that is intended to be qualified under Section 401(a) of the Code is so qualified and nothing has occurred, to the Company’s knowledge, whether transactions contemplated by action or by failure to act, which would cause the loss of such qualificationthis Agreement.

ERISA Compliance. Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change, (i) Each each “employee pension benefit plan” (within the meaning of Section 3(33(2) of the Employee Retirement Security Act of 1974, as amended (“ERISA”)) for which the Company or any member of its “Controlled Group” (defined as any organization which is a member of a controlled group of corporations within the meaning of Section 414 414(b), (c), (m) or (o) of the Internal Revenue Code of 1986, as amended (the “Code”)) would have any liability (each a “Plan”) has been maintained in compliance in all material respects with its terms and with the requirements of all applicable statutes, rules and regulations regulations, including ERISA and the Code; (ii) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Plan excluding transactions effected pursuant to a statutory or administrative exemption; (iii) with respect to each Plan subject to Title IV of ERISA ERISA, (A) no “reportable event” (within the meaning of Section 4043(c) of ERISA) has occurred or is reasonably expected to occur that would result in a material loss to the Companyoccur, (B) no Plan is or is reasonably expected to be “accumulated funding deficiencyat risk” status (within the meaning of Section 302 430 of ERISA the Code or Section 412 303 of the CodeERISA), whether or not waived, has occurred or is reasonably expected to occur, (C) the fair market value there has been no filing pursuant to Section 412(c) of the assets under each Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan that is required or the receipt by the Company or any of its ERISA Affiliates from the PBGC or the plan administrator of any notice relating to be funded exceeds the present value of all benefits accrued under such intention to terminate any Plan (determined based on those assumptions used or Plans or to fund such appoint a trustee to administer any Plan), and (D) neither no conditions contained in Section 303(k)(1)(A) of ERISA for imposition of a lien has been met with respect to any Plan and (E) none of the Company or nor any member of its Controlled Group has incurred, or reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the Plan or premiums to the Pension Benefit Guaranty Corporation in the ordinary course and without default) in respect of a Plan (including a “multiemployer plan”, within the meaning of Section 4001(c)(3) of ERISA (“Multiemployer Plan”)); (iii) no Multiemployer Plan is, or is expected to be, “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 304 of ERISA); and (iv) each Plan that is intended to be qualified under Section 401(a) of the Code is so qualified and nothing has occurred, to the Company’s knowledge, whether by action or by failure to act, which would cause the loss of such qualification.

ERISA Compliance. (i) Each “employee benefit plan” (, within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) , for which the Company or any member of its “Controlled Group” Group (defined as any organization which is a member of a controlled group of corporations within the meaning of Section 414 of the Internal Revenue Code of 1986, as amended (the “Code”)) would have any liability (each each, a “Plan”) has been maintained in compliance in all material respects with its terms and with the requirements of all any applicable statutes, orders, rules and regulations regulations, including but not limited to ERISA and the Code, except where the failure to be in compliance would not, individually or in the aggregate, have a Material Adverse Change; no “reportable event” (iiwithin the meaning of Section 4043(c) of ERISA) has occurred or is reasonably expected to occur and no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any such Plan excluding transactions effected pursuant to a statutory or administrative exemption; (iii) with respect to for each such Plan that is subject to Title IV of ERISA (A) no “reportable event” (within the meaning funding rules of Section 4043(c) 412 of the Code or Section 302 of ERISA) , no Plan has occurred failed, or is reasonably expected to occur that would result in a material loss fail, to satisfy the Company, (B) no “accumulated minimum funding deficiency” standards (within the meaning of Section 302 of ERISA or Section 412 of the Code), whether or not waived, has occurred or is reasonably expected to occur, (C) and the fair market value of the assets under of each such Plan that is required to be funded (excluding for these purposes accrued but unpaid contributions) exceeds the present value of all benefits accrued under such Plan (determined based on those actuarial assumptions used to fund such Plan), and (D) ; neither the Company or any member of its Controlled Group has incurred, or reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the Plan plan or premiums to the Pension Benefit Guaranty Corporation PBGC in the ordinary course and without default) in respect of a Plan (including a “multiemployer plan”, within the meaning of Section 4001(c)(3) of ERISA); and (iv) each Plan that is intended to be qualified under Section 401(a) of the Code is so qualified and nothing has occurred, to the Company’s knowledge, whether by action or by failure to act, which would cause the loss of such qualification.

ERISA Compliance. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Change, (i) Each “each employee benefit plan” (, within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) , for which the Company or any member of its “Controlled Group” (defined as any organization which entity, whether or not incorporated, that is a member of a controlled group of corporations under common control with the Company within the meaning of Section 414 4001(a)(14) of ERISA or any entity that would be regarded as a single employer with the Company under Section 414(b),(c),(m) or (o) of the Internal Revenue Code of 1986, as amended (the “Code”)) would have any liability (each each, a “Plan”) has been maintained in compliance in all material respects with its terms and with the requirements of all any applicable statutes, orders, rules and regulations regulations, including but not limited to ERISA and the Code; (ii) Code and no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Plan Plan, excluding transactions effected pursuant to a statutory or administrative exemption; (iiiii) with respect to for each Plan that is subject to Title IV of ERISA (A) no “reportable event” (within the meaning funding rules of Section 4043(c) 412 of the Code or Section 302 of ERISA) , no Plan has occurred failed, or is reasonably expected to occur that would result in a material loss fail, to satisfy the Company, (B) no “accumulated minimum funding deficiency” standards (within the meaning of Section 302 of ERISA or Section 412 of the Code), whether or not waived, has occurred or is reasonably expected ) applicable to occur, such Plan; (Ciii) the fair market value none of the assets under each Plan that is required to be funded exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan), and (D) neither the Company or any member of its Controlled Group has incurred, or reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the Plan or premiums to the Pension Benefit Guaranty Corporation in the ordinary course and without default) in respect of a Plan (including a Plans are “multiemployer plan”, plans” within the meaning of Section 4001(c)(34001(a)(3) of ERISA); , and (iv) each Plan that is intended to be qualified under Section 401(a) of the Code is so qualified qualified, and nothing has occurred, to the Company’s knowledge, whether by action or by failure to act, which would cause the loss of such qualification.

ERISA Compliance. (i) Each No “employee benefit planprohibited transaction” (within the meaning of as defined in Section 3(3) 406 of the Employee Retirement Income Security Act of 1974, as amended amended, including the regulations and published interpretations thereunder (“ERISA”)) for which the Company , or any member of its “Controlled Group” (defined as any organization which is a member of a controlled group of corporations within the meaning of Section 414 4975 of the Internal Revenue Xxxxxxxx Xxxxxxx Code of 1986, as amended from time to time (the “Code”)) would have or “accumulated funding deficiency” (as defined in Section 302 of ERISA) or any liability of the events set forth in Section 4043(b) of ERISA (each a “Plan”other than events with respect to which the thirty (30)-day notice requirement under Section 4043 of ERISA has been waived) has been occurred or could reasonably be expected to occur with respect to any “employee benefit plan” (as defined under ERISA) established or maintained by the Company or any of its subsidiaries which would reasonably be expected to, singularly or in the aggregate, have a Material Adverse Effect. Each “employee benefit plan” established or maintained by the Company or any of its subsidiaries is in compliance in all material respects with its terms and with the requirements of all applicable statuteslaw, rules and regulations including ERISA and the Code; . Neither the Company nor any of its subsidiaries has incurred or reasonably expects to incur any material liability under (iiA) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Plan excluding transactions effected pursuant to a statutory or administrative exemption; (iii) with respect to each Plan subject to Title IV of ERISA (A) no “reportable event” (within the meaning of Section 4043(c) of ERISA) has occurred or is reasonably expected to occur that would result in a material loss with respect to the Companytermination of, or withdrawal from, any “employee benefit plan” or (B) no “accumulated funding deficiency” (within the meaning of Section 302 of ERISA Sections 412, 4971, 4975 or Section 412 4980B of the Code), whether . Each “employee benefit plan” established or not waived, has occurred or is reasonably expected to occur, (C) the fair market value of the assets under each Plan that is required to be funded exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan), and (D) neither maintained by the Company or any member of its Controlled Group has incurred, or reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the Plan or premiums to the Pension Benefit Guaranty Corporation in the ordinary course and without default) in respect of a Plan (including a “multiemployer plan”, within the meaning of Section 4001(c)(3) of ERISA); and (iv) each Plan subsidiaries that is intended to be qualified under Section 401(a) of the Code is so qualified and nothing has occurredqualified, and, to the Company’s knowledge, nothing has occurred, whether by action or by failure to act, which would could, singularly or in the aggregate, cause the loss of such qualification.

ERISA Compliance. (i) Each “employee benefit plan” (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) for which any of the Company Partnership Entities or any member of its the “Controlled Group” (defined as any organization which is a member of a controlled group of corporations within the meaning of Section 414 of the Internal Revenue Code Code) of 1986, as amended (any of the “Code”)) Partnership Entities would have any liability (each a “Plan”) has been maintained in compliance in all material respects in compliance with its terms and with the material requirements of all applicable statutes, rules and regulations including ERISA and the Code; (ii) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Plan excluding transactions effected pursuant to a statutory or administrative exemption; (iii) with respect to each Plan subject to Title IV of ERISA (Aa) no “reportable event” (within the meaning of Section 4043(c) of ERISAERISA and for which the 30-day reporting requirement has not been waived) has occurred or is reasonably expected to occur that would result in a material loss to the Companyoccur, (Bb) no “accumulated funding deficiency” (within the meaning of Section 302 of ERISA or Section 412 of the Code), whether or not waived, has occurred or is reasonably expected to occur, (Cc) the fair market value of the assets under each Plan that is required to be funded exceeds the present value of all benefits accrued under such Plan (determined on an ongoing basis based on those assumptions used to fund such Plan), ) and (Dd) neither none of the Company Partnership Entities or any member of its the Controlled Group of any of the Partnership Entities has incurred, or reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the Plan or premiums to the United States Pension Benefit Guaranty Corporation in the ordinary course and without default) in respect of a Plan (including a “multiemployer plan”, ,” within the meaning of Section 4001(c)(3) of ERISA), in each case that, individually or in the aggregate, has had, or would reasonably be expected to have, a Material Adverse Effect; and (iviii) each Plan that is intended to be qualified under Section 401(a) of the Code and that is an individually designed plan has been determined by the Internal Revenue Service to be so qualified and nothing has occurred, to the Company’s knowledge, whether by action or by failure to act, which would cause the loss of such qualification.

ERISA Compliance. Except as described in the Registration Statement and the Prospectus, (iA) Each “each employee benefit plan” (, within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) , for which the Company or any member of its “Controlled Group” (defined as any organization which is a member of a controlled group of corporations within the meaning of Section 414 of the Internal Revenue Code of 1986, as amended (the “Code”)) would have any liability (each each, a “Plan”) has been maintained in compliance in all material respects with its terms and with the requirements of all any applicable statutes, orders, rules and regulations regulations, including but not limited to ERISA and the Code; (iiB) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Plan which would reasonably be expected to result in material liability, excluding transactions effected pursuant to a statutory or administrative exemption; (iiiC) with respect for each Plan that is subject to the funding rules of Section 412 of the Code or Section 302 of ERISA, no “accumulated funding deficiency” as defined in Section 412 of the Code, whether or not waived, has occurred or is reasonably expected to occur; (D) the fair market value of the assets of each Plan subject to Title IV Section 401(a) of ERISA the Code exceeds the present value of all benefits accrued under such Plan (Adetermined based on those assumptions used to fund such Plan); (E) no “reportable event” (within the meaning of Section 4043(c) of ERISA) has occurred or is reasonably expected to occur that would result in a material loss to the Company, (B) no “accumulated funding deficiency” (within the meaning of Section 302 of ERISA or Section 412 of the Code), whether or not waived, has occurred or is reasonably expected to occur, (C) the fair market value of the assets under each Plan that is required to be funded exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan), ; and (DF) neither the Company or nor any member of its the Controlled Group has incurred, or nor reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the Plan or premiums to the Pension Benefit Guaranty Corporation PBGC, in the ordinary course and without default) in respect of a Plan (including a “multiemployer plan”, ,” within the meaning of Section 4001(c)(34001(a)(3) of ERISA); and (iv) each Plan that is intended to be qualified under Section 401(a) of the Code is so qualified and nothing has occurred, to the Company’s knowledge, whether by action or by failure to act, which would cause the loss of such qualification.

ERISA Compliance. (ia) Each “employee benefit plan” Plan (within the meaning of Section 3(3and each related trust, insurance contract or fund) of the Employee Retirement Security Act of 1974, as amended (“ERISA”)) for which the Company or any member of its “Controlled Group” (defined as any organization which is a member of a controlled group of corporations within the meaning of Section 414 of the Internal Revenue Code of 1986, as amended (the “Code”)) would have any liability (each a “Plan”) has been maintained in material compliance in all material respects with its terms and with the requirements of all applicable statuteslaws, rules and regulations including including, without limitation, ERISA and the Code; (ii) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Plan excluding transactions effected pursuant to a statutory or administrative exemption; (iii) with respect to each Plan subject to Title IV of ERISA (Aand each related trust, if any) no “reportable event” (within the meaning of Section 4043(c) of ERISA) has occurred or is reasonably expected to occur that would result in a material loss to the Company, (B) no “accumulated funding deficiency” (within the meaning of Section 302 of ERISA or Section 412 of the Code), whether or not waived, has occurred or is reasonably expected to occur, (C) the fair market value of the assets under each Plan that is required to be funded exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan), and (D) neither the Company or any member of its Controlled Group has incurred, or reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the Plan or premiums to the Pension Benefit Guaranty Corporation in the ordinary course and without default) in respect of a Plan (including a “multiemployer plan”, within the meaning of Section 4001(c)(3) of ERISA); and (iv) each Plan that which is intended to be qualified under Section 401(a) of the Code is so qualified has received a determination letter from the Internal Revenue Service to the effect that it meets the requirements of Sections 401(a) and nothing 501(a) of the Code; no Reportable Event has occurred; no Plan which is a multiemployer plan (as defined in Section 4001(a)(3) of ERISA) is insolvent or in reorganization; no Plan has an Unfunded Current Liability which, when added to the Company’s knowledgeaggregate amount of Unfunded Current Liabilities with respect to all other Plans, whether by action exceeds $2,500,000; no Plan which is subject to Section 412 of the Code or by failure to actSection 302 of ERISA has an accumulated funding deficiency, which would cause within the loss meaning of such qualificationsections of the Code or ERISA, or has applied for or received a waiver of an accumulated funding deficiency or an extension of any amortization period, within the meaning of Section 412 of the Code or Section 303 or 304 of ERISA; all contributions required to be made with respect to a Plan have been timely made; neither Holdings nor any Subsidiary of Holdings nor any ERISA Affiliate has incurred any material liability (including any indirect, contingent or secondary liability) to or on account of a Plan pursuant to Section 409, 502(i), 502(l), 515, 4062, 4063, 4064, 4069, 4201, 4204 or 4212 of ERISA or Section 401(a)(29), 4971 or 4975 of the Code or expects to incur any such material liability under any of the foregoing sections with respect to any Plan; no condition exists which presents a material risk to Holdings or any Subsidiary of Holdings or any ERISA Affiliate of incurring a material liability to or on account of a Plan pursuant to the foregoing provisions of ERISA and the Code; no proceedings have been instituted to terminate or appoint a trustee to administer any Plan which is subject to Title IV of ERISA; no action, suit, proceeding, hearing, audit or investigation with respect to the administration, operation or the investment of assets of any Plan (other than routine claims for benefits) is pending, expected or threatened; using actuarial assumptions and computation methods consistent with Part 1 of subtitle E of Title IV of ERISA, the aggregate liabilities of Holdings and its Subsidiaries and its ERISA Affiliates to all Plans which are multiemployer plans (as defined in Section 4001(a)(3) of ERISA) in the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Plan ended prior to the date of the most recent Borrowing Date, would not exceed $2,500,000; each group health plan (as defined in Section 607(1) of ERISA or Section 4980B(g)(2) of the Code) which covers or has covered employees or former employees of Holdings, any Subsidiary of Holdings, or any ERISA Affiliate has at all times been operated in material compliance with the provisions of Part 6 of subtitle B of Title I of ERISA and Section 4980B of the Code; no lien imposed under the Code or ERISA on the assets of Holdings or any Subsidiary of Holdings or any ERISA Affiliate exists or is likely to arise on account of any Plan; and Holdings and its Subsidiaries do not maintain or contribute to any employee welfare benefit plan (as defined in Section 3(1) of ERISA) which provides benefits to retired employees or other former employees (other than as required by Section 601 of ERISA) or any plan the obligations with respect to which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

ERISA Compliance. Except as would not reasonably be expected to result in a Material Adverse Effect or as set forth in or contemplated by the Registration Statement, the General Disclosure Package and the Prospectus, (iA) Each each, if any, “employee benefit plan” (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) for which the Company or any member of its “Controlled Group” (defined as any organization which is a member of a controlled group of corporations within the meaning of Section 414 of the Internal Revenue Code of 1986, as amended (the “Code”)) would have any liability (each a “Plan”) has been maintained in compliance in all material respects with its terms and with the requirements of all applicable statutes, rules and regulations including ERISA and the Code; and (iiB) no prohibited transactioneach, within if any, Plan maintained by the meaning of Company that is intended to be qualified under Section 406 of ERISA or Section 4975 401(a) of the CodeCode has received a favorable determination letter or is comprised of a master prototype plan that has received an opinion letter from the Internal Revenue Service (or has submitted an application for a determination letter and is awaiting a response from the Internal Revenue Service), and, to the knowledge of the Company, no event has occurred with respect and no condition exists that would result in the revocation or failure to issue any Plan excluding transactions effected pursuant such determination letter or opinion letter. To the extent applicable, except as would not reasonably be expected to result in a statutory or administrative exemption; (iii) Material Adverse Effect, with respect to each Plan subject to Title IV of ERISA (AX) no “reportable event” (within the meaning of Section 4043(c) of ERISA, other than events with respect to which the 30-day notice requirement under Section 4043 of ERISA have been waived by the United States Department of Labor) has occurred or is reasonably expected to occur that would result in a material loss to the Companyoccur, (BY) no “accumulated funding deficiency” (within the meaning of Section 302 of ERISA or Section 412 of the Code), whether or not waived, has occurred or is reasonably expected to occur, (C) the fair market value of the assets under each Plan that is required to be funded exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan), and (DZ) neither the Company or any member of its Controlled Group has incurred, or reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the Plan or premiums to the Pension Benefit Guaranty Corporation PBGC in the ordinary course and without default) in respect of a Plan (including a “multiemployer plan”, within the meaning of Section 4001(c)(3) of ERISA); and (iv) each Plan that is intended to be qualified under Section 401(a) of the Code is so qualified and nothing has occurred, to the Company’s knowledge, whether by action or by failure to act, which would cause the loss of such qualification.

ERISA Compliance. (i) Each “employee benefit plan” (within the meaning of Section 3(3) of the Employee Retirement Security Act of 1974, as amended (“ERISA”)) for which the Company or any member of its “Controlled Group” (defined as any organization which is a member of a controlled group of corporations within the meaning of Section 414 of the Internal Revenue Code of 1986, as amended amended, and the rules and regulations promulgated thereunder (the “Code”)) would have any liability (each each, a “Plan”) has been maintained in compliance in all material respects with its terms and with the requirements of all applicable statutes, rules and regulations including regulations, including, without limitation, ERISA and the Code; (ii) no “prohibited transaction, ” (within the meaning of Section 406 of ERISA or Section 4975 of the Code, ) has occurred with respect to any Plan excluding transactions effected pursuant to a statutory or administrative exemption; (iii) with respect to each Plan subject to Title IV of ERISA (A) no “reportable event” (within the meaning of Section 4043(c) of ERISA) has occurred or is reasonably expected to occur that would result in a material loss to the Company, (B) no “accumulated funding deficiency” (within the meaning of Section 302 of ERISA or Section 412 of the Code), whether or not waived, has occurred or is reasonably expected to occur, (C) the fair market value of the assets under each Plan that is required to be funded exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan), ) and (D) neither the Company or any member of its Controlled Group has incurred, or reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the Plan or premiums to the Pension Benefit Guaranty Corporation in the ordinary course and without default) in respect of a Plan (Plan, including a “multiemployer plan”, ” (within the meaning of Section 4001(c)(3) of ERISA); and (iv) each Plan that is intended to be qualified under Section 401(a) of the Code is so qualified qualified, and nothing has occurred, to the knowledge of the Company’s knowledge, whether by action or by failure to act, which would cause the loss of such qualification.

ERISA Compliance. Except as would not reasonably be expected to result in a Material Adverse Effect: (ia) Each the Company and its subsidiaries and any “employee benefit planEmployee Benefit Plan” (within the meaning of Section 3(3) of as defined under the Employee Retirement Income Security Act of 1974, as amended amended, and the regulations and published interpretations thereunder (collectively, “ERISA”)) for which established or maintained by the Company Company, its subsidiaries or any member of its their “Controlled GroupERISA Affiliates” (as defined as any organization which below) (each, a “Plan”) is a member of a controlled group of corporations within the meaning of Section 414 of and has been operated in compliance with its terms and all applicable laws, including ERISA and the Internal Revenue Code of 1986, as amended amended, and the regulations and published interpretations thereunder (the “Code”)) would have any liability (each a “Plan”) has been maintained in compliance in all material respects with its terms and with the requirements of all applicable statutes, rules and regulations including ERISA and the Code; (ii) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Plan excluding transactions effected pursuant to a statutory or administrative exemption; (iii) with respect to each Plan subject to Title IV of ERISA (Ab) no “reportable event” (within the meaning of Section 4043(c) of as defined under ERISA) has occurred or is reasonably expected to occur that would result in a material loss with respect to the Company, any Plan; (Bc) no Plan, if terminated, would have any “accumulated funding deficiencyamount of unfunded benefit liabilities” (within the meaning of Section 302 of ERISA or Section 412 of the Codeas defined under ERISA), whether or not waived, has occurred or is reasonably expected to occur, (C) as the fair market value of the assets under each Plan that is required to be funded (excluding for these purposes accrued but unpaid contributions) exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan), and ; (Dd) neither the Company or Company, its subsidiaries nor any member of its Controlled Group their ERISA Affiliates has incurred, incurred or reasonably expects to incur, incur any liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any Plan, (other than contributions to ii) Sections 412 and 430, 4971, 4975 or 4980B of the Plan Code or premiums to the Pension Benefit Guaranty Corporation in the ordinary course (iii) Sections 302 and without default) in respect of a Plan (including a “multiemployer plan”303, within the meaning of Section 4001(c)(3) 406, 4063 and 4064 of ERISA); and (ive) each Plan that is intended to be qualified under Section 401(a) of the Code is so qualified qualified, and nothing has occurred, to the Company’s knowledge, and nothing has occurred, whether by action or by failure to act, which that would reasonably be expected to cause the loss of such qualification. There is no pending audit or investigation by the Internal Revenue Service, the U.S. Department of Labor, the Pension Benefit Guaranty Corporation or any other governmental or other regulatory entity or agency with respect to any Plan that could reasonably be expected to result in liability to the Company or any of its subsidiaries. Except as would not reasonably be expected to result in a Material Adverse Effect, neither the Company nor any of its subsidiaries have any “accumulated post-retirement benefit obligations” (within the meaning of Statement of Financial Accounting Standards 106). For the purposes of this Section 1(a)(xxxix), “ERISA Affiliate” means, with respect to the Company or any of its subsidiaries, any member of any group of organizations described in Sections 414(b), (c), (m) or (o) of the Code of which the Company or such subsidiary is a member.

ERISA Compliance. (i) Each “employee benefit plan” (within the meaning of Section 3(3) of the Employee Retirement Security Act of 1974, as amended (“ERISA”)) for which the Company or any member of its “Controlled Group” (defined as any organization which is a member of a controlled group of corporations within the meaning of Section 414 of the Internal Revenue Code of 1986, as amended (the “Code”)) would have any liability (each a “Plan”) (i) has been maintained in compliance in all material respects with its terms and with the requirements of all applicable statutes, rules and regulations including ERISA and the Code; (ii) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Plan excluding transactions effected pursuant to a statutory or administrative exemption; (iii) with respect to each Plan subject to Title IV of ERISA (Aa) no “reportable event” (within the meaning of Section 4043(c) of ERISA) has occurred or is reasonably expected to occur that would result in a material loss to the Companyoccur, (Bb) no material “accumulated funding deficiency” (within the meaning of Section 302 of ERISA or Section 412 of the Code), whether or not waived, has occurred or is reasonably expected to occur, (Cc) the fair market value of the assets under each Plan that is required to be funded exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan), ) and (Dd) neither the Company or any member of its Controlled Group has incurred, or reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the Plan or premiums to the Pension Benefit Guaranty Corporation in the ordinary course and without default) in respect of a Plan (including a “multiemployer plan”, within the meaning of Section 4001(c)(3) of ERISA); and (iviii) each Plan that is intended to be qualified under Section 401(a) of the Code is so qualified in all material respects and, to the knowledge of the Company and of the Guarantors, nothing has occurred, to the Company’s knowledge, whether by action or by failure to act, which would cause the loss of such qualification, except where failure to meet the conditions described in clauses (i) through (iii) above would not have a Material Adverse Effect.

ERISA Compliance. (i) Each “employee benefit plan” (, within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“"ERISA”")) , for which the Company or any member of its “"Controlled Group” " (defined as any organization which is a member of a controlled group of corporations within the meaning of Section 414 of the Internal Revenue Code of 1986, as amended (the “"Code”")) would have any liability (each each, a “"Plan”) "), has been established and maintained in compliance in all material respects with its terms and with the requirements of all any applicable statutes, orders, rules and regulations regulations, including but not limited to ERISA and the Code; (ii) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Plan excluding transactions effected pursuant to a statutory or administrative exemption; (iii) with respect to for each Plan that is subject to Title IV of ERISA (A) no “reportable event” (within the meaning funding rules of Section 4043(c) 412 of the Code or Section 302 of ERISA) , no Plan has occurred failed, or is reasonably expected to occur that would result in a material loss fail, to satisfy the Company, (B) no “accumulated minimum funding deficiency” standards (within the meaning of Section 302 of ERISA or Section 412 of the CodeCode as applicable), whether or not waived, has occurred or is reasonably expected to occur, ; (Civ) the fair market value of the assets under of each Plan that is required to be funded exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan), ; (v) no "reportable event" (within the meaning of Section 4043(c) of ERISA) has occurred or is reasonably expected to occur; and (Dvi) neither none of the Company or nor any member of its the Controlled Group has incurred, or nor reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the Plan or premiums to the Pension Benefit Guaranty Corporation Guarantee Company, in the ordinary course and without default) in respect of a Plan (including a “"multiemployer plan”", within the meaning of Section 4001(c)(34001(a)(3) of ERISA); and (iv) , in each Plan that is intended to be qualified under Section 401(a) of the Code is so qualified and nothing has occurred, to the Company’s knowledge, whether by action or by failure to act, which case except as would not cause the loss of such qualificationa Material Adverse Change.

ERISA Compliance. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) Each each “employee benefit plan” (within the meaning of Section 3(3) of the Employee Retirement Security Act of 1974, as amended (“ERISA”)) for which the Company or any member of its “Controlled Group” (defined as any organization which is a member of a controlled group of corporations within the meaning of Section 414 of the Internal Revenue Code of 1986, as amended (the “Code”)) would have any liability (each a “Plan”) has been maintained in compliance in all material respects with its terms and with the requirements of all applicable statutes, rules and regulations including ERISA and the Code; (ii) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Plan excluding transactions effected pursuant to a statutory or administrative exemption; (iii) with respect to each Plan subject to Title IV of ERISA (A) no “reportable event” (within the meaning of Section 4043(c) of ERISA) has occurred or is reasonably expected to occur that would result in a material loss to the Company, (B) no “accumulated funding deficiency” (within the meaning of Section 302 of ERISA or Section 412 of the Code), whether or not waived, has occurred or is reasonably expected to occur, (C) the fair market value of the assets under each Plan that is required to be funded exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan), and (D) neither the Company or any member of its Controlled Group has incurred, or reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the Plan or premiums to the Pension Benefit Guaranty Corporation in the ordinary course and without default) in respect of a Plan (including a “multiemployer plan”, within the meaning of Section 4001(c)(3) of ERISA); and (iv) each Plan that is intended to be qualified under Section 401(a) of the Code is so qualified and nothing has occurred, to the Company’s knowledge, whether by action or by failure to act, which would cause the loss of such qualification.

ERISA Compliance. (iA) Each “employee benefit plan” (, within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) , for which the Company or any member of its “Controlled Group” (defined as any organization which entity, whether or not incorporated, that is a member of a controlled group of corporations under common control with the Company within the meaning of Section 414 4001(a)(14) of ERISA or any entity that would be regarded as a single employer with the Company under Section 414(b),(c),(m) or (o) of the Internal Revenue Code of 1986, as amended (the “Code”)) would have any liability (each each, a “Plan”) has been maintained in compliance in all material respects with its terms and with the requirements of all any applicable statutes, orders, rules and regulations regulations, including but not limited to ERISA and the Code; (iiB) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Plan Plan, excluding transactions effected pursuant to a statutory or administrative exemption; (iiiC) with respect to each Plan none of the Plans are subject to Title IV the funding rules of ERISA Section 412 of the Code or Section 302 of ERISA; (AD) no none of the Plans are “reportable eventmultiemployer plans” (within the meaning of Section 4043(c4001(a)(3) of ERISA) has occurred or is reasonably expected to occur that would result in a material loss to the Company, (B) no “accumulated funding deficiency” (within the meaning of Section 302 of ERISA or Section 412 of the Code), whether or not waived, has occurred or is reasonably expected to occur, (C) the fair market value of the assets under each Plan that is required to be funded exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan), and (D) neither the Company or any member of its Controlled Group has incurred, or reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the Plan or premiums to the Pension Benefit Guaranty Corporation in the ordinary course and without default) in respect of a Plan (including a “multiemployer plan”, within the meaning of Section 4001(c)(3) of ERISA); and (ivE) each Plan that is intended to be qualified under Section 401(a) of the Code is so qualified qualified, and nothing has occurred, to the Company’s knowledge, whether by action or by failure to act, which would cause the loss of such qualification; (F) neither the Company nor any member of the Controlled Group has incurred, nor reasonably expects to incur, any liability under Title IV of ERISA in respect of a Plan; and (G) an increase in the aggregate amount of contributions required to be made to all Plans by the Company or its Controlled Group affiliates in the current fiscal year of the Company and its Controlled Group affiliates compared to the amount of such contributions made in the Company’s and its Controlled Group affiliates’ most recently completed fiscal year has not occurred and is not reasonably likely to occur, except in each case in clauses (A) through (G) hereof, as would not, individually or in the aggregate, have a Material Adverse Effect.

ERISA Compliance. (i) Each “employee benefit plan” (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) for which the Company or any member of its “Controlled Group” (defined as any organization which is a member of a controlled group of corporations within the meaning of Section 414 of the Internal Revenue Code of 1986, as amended (the “Code”)) Subsidiaries would have any liability (each a an “ERISA-Subject Plan”) has been maintained in material compliance in all material respects with its terms and with the requirements of all applicable statutes, rules and regulations including ERISA and the Internal Revenue Code of 1986, as amended (the “Code”); (ii) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any ERISA-Subject Plan excluding transactions effected pursuant to a statutory or administrative exemption; (iii) with respect to each ERISA-Subject Plan subject to Title IV of ERISA ERISA. (A) no “reportable event” (within the meaning of Section 4043(c) of ERISA) has occurred or is reasonably expected to occur that would result in a material loss to the Companyoccur, (B) no ERISA-Subject Plan is or is reasonably expected to be “accumulated funding deficiencyat risk” status (within the meaning of Section 302 430 of ERISA the Code or Section 412 303 of the CodeERISA), whether or not waived, has occurred or is reasonably expected to occur, (C) the fair market value there has been no filing pursuant to Section 412(c) of the assets under each Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any ERISA-Subject Plan that is required or the receipt by the Company or any of its Subsidiaries from the PBGC or the plan administrator of any notice relating to be funded exceeds the present value intention to terminate any ERISA-Subject Plan or ERISA-Subject Plans or to appoint a trustee to administer any ERISA-Subject Plan, (D) no conditions contained in Section 303(k)(1)(A) of all benefits accrued under such ERISA for imposition of a lien shall have been met with respect to any ERISA-Subject Plan (determined based on those assumptions used to fund such Plan), and (DE) neither the Company or nor any member of its Controlled Group Subsidiaries has incurred, or reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the ERISA-Subject Plan or premiums to the Pension Benefit Guaranty Corporation in the ordinary course and without default) in respect of a an ERISA-Subject Plan (including a “multiemployer plan”, ,” within the meaning of Section 4001(c)(3) of ERISA) (“Multiemployer Plan”); (iv) no Multiemployer Plan is, or is expected to be, “insolvent” (within the meaning of Section 4245 of ERISA), in “reorganization” (within the meaning of Section 4241 of ERISA), or in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 304 of ERISA); and (ivv) each ERISA-Subject Plan that is intended to be qualified under Section 401(a) of the Code is so qualified and nothing has occurred, to the Company’s knowledge, whether by action or by failure to act, which would cause the loss of such qualification.

ERISA Compliance. (i) Each “employee benefit plan” (, within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) , for which the Company or any member of its “Controlled Group” (defined as any organization which is a member of a controlled group of corporations within the meaning of Section 414 of the Internal Revenue Code of 1986, as amended (the “Code”)) would have any liability (each each, a “Plan”) ), has been established and maintained in compliance in all material respects with its terms and with the requirements of all any applicable statutes, orders, rules and regulations regulations, including but not limited to ERISA and the Code; (ii) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Plan excluding transactions effected pursuant to a statutory or administrative exemption; (iii) with respect to for each Plan that is subject to Title IV the funding rules of Section 412 of the Code or Section 302 of ERISA, no Plan has failed, or is reasonably expected to fail, to satisfy the minimum funding standards (within the meaning of Section 302 of ERISA or Section 412 of the Code as applicable), whether or not waived; (Aiv) the fair market value of the assets of each Plan exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan); (v) no “reportable event” (within the meaning of Section 4043(c) of ERISA) has occurred or is reasonably expected to occur that would result in a material loss to the Company, occur; and (Bvi) no “accumulated funding deficiency” (within the meaning of Section 302 of ERISA or Section 412 none of the Code), whether or not waived, has occurred or is reasonably expected to occur, (C) the fair market value of the assets under each Plan that is required to be funded exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan), and (D) neither the Company or nor any member of its the Controlled Group has incurred, or nor reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the Plan or premiums to the Pension Benefit Guaranty Corporation Guarantee Company, in the ordinary course and without default) in respect of a Plan (including a “multiemployer plan”, within the meaning of Section 4001(c)(34001(a)(3) of ERISA); and (iv) , in each Plan that is intended to be qualified under Section 401(a) of the Code is so qualified and nothing has occurred, to the Company’s knowledge, whether by action or by failure to act, which case except as would not cause the loss of such qualificationa Material Adverse Change.

ERISA Compliance. (i) Each “employee benefit plan” (, within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) , for which the Company Company, any of its Subsidiaries or any member of its “Controlled Group” (defined as any organization which entity, whether or not incorporated, that is a member of a controlled group of corporations under common control with the Company within the meaning of Section 414 4001(a)(14) of ERISA or any entity that would be regarded as a single employer with the Company under Section 414(b),(c),(m) or (o) of the Internal Revenue Code of 1986, as amended (the “Code”)) would have any liability (each each, a “Plan”) has been maintained in compliance in all material respects with its terms and with the requirements of all any applicable statutes, orders, rules and regulations including regulations, including, but not limited to, ERISA and the Code; (ii) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Plan Plan, excluding transactions effected pursuant to a statutory or administrative exemption; (iii) with respect to for each Plan that is subject to Title IV of ERISA (A) no “reportable event” (within the meaning funding rules of Section 4043(c) 412 of the Code or Section 302 of ERISA) , no Plan has occurred failed (whether or not waived), or is reasonably expected to occur that would result in a material loss fail, to satisfy the Company, (B) no “accumulated minimum funding deficiency” standards (within the meaning of Section 302 of ERISA or Section 412 of the Code)) applicable to such Plan; (iv) no Plan is, whether or not waived, has occurred or is reasonably expected to occurbe, in “at risk status” (Cwithin the meaning of Section 303(i) of ERISA), and no Plan that is a “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA is in “endangered status” or “critical status” (within the meaning of Sections 304 and 305 of ERISA); (v) the fair market value of the assets under of each Plan that is required to be funded exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan); (vi) no “reportable event” (within the meaning of Section 4043(c) of ERISA and the regulations promulgated thereunder) has occurred or is reasonably expected to occur; (vii) each Plan that is intended to be qualified under Section 401(a) of the Code is so qualified, and nothing has occurred, whether by action or by failure to act, which would cause the loss of such qualification; (Dviii) neither the Company or nor any member of its the Controlled Group has incurred, or nor reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the Plan or premiums to the Pension Benefit Guaranty Corporation Guarantee Corporation, in the ordinary course and without default) in respect of a Plan (including a “multiemployer plan”, ” within the meaning of Section 4001(c)(34001(a)(3) of ERISA); and (ivix) each Plan that none of the following events has occurred or is intended reasonably likely to occur: (A) a material increase in the aggregate amount of contributions required to be qualified under Section 401(a) made to all Plans by the Company or its Controlled Group affiliates in the current fiscal year of the Code is so qualified Company and nothing has occurred, its Controlled Group affiliates compared to the amount of such contributions made in the Company’s knowledge, whether by action and its Controlled Group affiliates’ most recently completed fiscal year; or by failure (B) a material increase in the Company’s and its Subsidiaries’ “accumulated post-retirement benefit obligations” (within the meaning of Accounting Standards Codification Topic 715-60) compared to act, which would cause the loss amount of such qualificationobligations in the Company’s and its Subsidiaries’ most recently completed fiscal year, except in each case with respect to the events or conditions set forth in (i) through (ix) hereof, as would not, individually or in the aggregate, result in a Material Adverse Effect.

ERISA Compliance. Except as would not reasonably be expected to result in a Material Adverse Effect: (ia) Each the Company and its Subsidiaries and any “employee benefit planEmployee Benefit Plan” (within the meaning of Section 3(3) of as defined under the Employee Retirement Income Security Act of 1974, as amended amended, and the regulations and published interpretations thereunder (collectively, “ERISA”)) for which established or maintained by the Company Company, its Subsidiaries or any member of its their “Controlled GroupERISA Affiliates” (as defined as any organization which below) (each, a “Plan”) is a member of a controlled group of corporations within the meaning of Section 414 of and has been operated in compliance with its terms and all applicable laws, including ERISA and the Internal Revenue Code of 1986, as amended amended, and the regulations and published interpretations thereunder (the “Code”)) would have any liability (each a “Plan”) has been maintained in compliance in all material respects with its terms and with the requirements of all applicable statutes, rules and regulations including ERISA and the Code; (ii) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Plan excluding transactions effected pursuant to a statutory or administrative exemption; (iii) with respect to each Plan subject to Title IV of ERISA (Ab) no “reportable event” (within the meaning of Section 4043(c) of as defined under ERISA) has occurred or is reasonably expected to occur that would result in a material loss with respect to the Company, any Plan; (Bc) no Plan, if terminated, would have any “accumulated funding deficiencyamount of unfunded benefit liabilities” (within the meaning of Section 302 of ERISA or Section 412 of the Codeas defined under ERISA), whether or not waived, has occurred or is reasonably expected to occur, (C) as the fair market value of the assets under each Plan that is required to be funded (excluding for these purposes accrued but unpaid contributions) exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan), and ; (Dd) neither the Company or Company, its Subsidiaries nor any member of its Controlled Group their ERISA Affiliates has incurred, incurred or reasonably expects to incur, incur any liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any Plan, (other than contributions to ii) Sections 412 and 430, 4971, 4975 or 4980B of the Plan Code or premiums to the Pension Benefit Guaranty Corporation in the ordinary course (iii) Sections 302 and without default) in respect of a Plan (including a “multiemployer plan”303, within the meaning of Section 4001(c)(3) 406, 4063 and 4064 of ERISA); and (ive) each Plan that is intended to be qualified under Section 401(a) of the Code is so qualified qualified, and nothing has occurred, to the Company’s knowledge, and nothing has occurred, whether by action or by failure to act, which that would reasonably be expected to cause the loss of such qualification. There is no pending audit or investigation by the Internal Revenue Service, the U.S. Department of Labor, the Pension Benefit Guaranty Corporation or any other governmental or other regulatory entity or agency with respect to any Plan that could reasonably be expected to result in liability to the Company or any of its Subsidiaries. Except as would not reasonably be expected to result in a Material Adverse Effect, neither the Company nor any of its Subsidiaries have any “accumulated post-retirement benefit obligations” (within the meaning of Statement of Financial Accounting Standards 106). For the purposes of this Section 1(a)(xl), “ERISA Affiliate” means, with respect to the Company or any of its Subsidiaries, any member of any group of organizations described in Sections 414(b), (c), (m) or (o) of the Code of which the Company or such Subsidiary is a member.

ERISA Compliance. Except as would not reasonably be expected to result in a Material Adverse Effect: (ia) Each the Company and its subsidiaries and any “employee benefit planEmployee Benefit Plan” (within the meaning of Section 3(3) of as defined under the Employee Retirement Income Security Act of 1974, as amended amended, and the regulations and published interpretations thereunder (collectively, “ERISA”)) for which established or maintained by the Company Company, its subsidiaries or any member of its their “Controlled GroupERISA Affiliates” (as defined as any organization which below) (each, a “Plan”) is a member of a controlled group of corporations within the meaning of Section 414 of and has been operated in compliance with its terms and all applicable laws, including ERISA and the Internal Revenue Code of 1986, as amended amended, and the regulations and published interpretations thereunder (the “Code”)) would have any liability (each a “Plan”) has been maintained in compliance in all material respects with its terms and with the requirements of all applicable statutes, rules and regulations including ERISA and the Code; (ii) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Plan excluding transactions effected pursuant to a statutory or administrative exemption; (iii) with respect to each Plan subject to Title IV of ERISA (Ab) no “reportable event” (within the meaning of Section 4043(c) of as defined under ERISA) has occurred or is reasonably expected to occur that would result in a material loss with respect to the Company, any Plan; (Bc) no Plan, if terminated, would have any “accumulated funding deficiencyamount of unfunded benefit liabilities” (within the meaning of Section 302 of ERISA or Section 412 of the Codeas defined under ERISA), whether or not waived, has occurred or is reasonably expected to occur, (C) as the fair market value of the assets under each Plan that is required to be funded (excluding for these purposes accrued but unpaid contributions) exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan), and ; (Dd) neither the Company or Company, its subsidiaries nor any member of its Controlled Group their ERISA Affiliates has incurred, incurred or reasonably expects to incur, incur any liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any Plan, (other than contributions to ii) Sections 412 and 430, 4971, 4975 or 4980B of the Plan Code or premiums to the Pension Benefit Guaranty Corporation in the ordinary course (iii) Sections 302 and without default) in respect of a Plan (including a “multiemployer plan”303, within the meaning of Section 4001(c)(3) 406, 4063 and 4064 of ERISA); and (ive) each Plan that is intended to be qualified under Section 401(a) of the Code is so qualified qualified, and nothing has occurred, to the Company’s knowledge, and nothing has occurred, whether by action or by failure to act, which that would reasonably be expected to cause the loss of such qualification. There is no pending audit or investigation by the Internal Revenue Service, the U.S. Department of Labor, the Pension Benefit Guaranty Corporation or any other governmental or other regulatory entity or agency with respect to any Plan that could reasonably be expected to result in liability to the Company or any of its subsidiaries. Except as would not reasonably be expected to result in a Material Adverse Effect, neither the Company nor any of its subsidiaries have any “accumulated post-retirement benefit obligations” (within the meaning of Statement of Financial Accounting Standards 106). For the purposes of this Section 1(a)(xl), “ERISA Affiliate” means, with respect to the Company or any of its subsidiaries, any member of any group of organizations described in Sections 414(b), (c), (m) or (o) of the Code of which the Company or such subsidiary is a member.

ERISA Compliance. (i) Each “employee benefit plan” (, within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) , for which the Company Company, any of its subsidiaries or any member of its “Controlled Group” (defined as any organization which entity, whether or not incorporated, that is a member of a controlled group of corporations under common control with the Company within the meaning of Section 414 4001(a)(14) of ERISA or any entity that would be regarded as a single employer with the Company under Section 414(b),(c),(m) or (o) of the Internal Revenue Code of 1986, as amended (the “Code”)) would have any liability (each each, a “Plan”) has been maintained in compliance in all material respects with its terms and with the requirements of all any applicable statutes, orders, rules and regulations including regulations, including, but not limited to, ERISA and the Code; (ii) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Plan Plan, excluding transactions effected pursuant to a statutory or administrative exemption; (iii) with respect to for each Plan that is subject to Title IV of ERISA (A) no “reportable event” (within the meaning funding rules of Section 4043(c) 412 of the Code or Section 302 of ERISA) , no Plan has occurred failed (whether or not waived), or is reasonably expected to occur that would result in a material loss fail, to satisfy the Company, (B) no “accumulated minimum funding deficiency” standards (within the meaning of Section 302 of ERISA or Section 412 of the Code)) applicable to such Plan; (iv) no Plan is, whether or not waived, has occurred or is reasonably expected to occurbe, in “at risk status” (Cwithin the meaning of Section 303(i) of ERISA), and no Plan that is a “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA is in “endangered status” or “critical status” (within the meaning of Sections 304 and 305 of ERISA); (v) the fair market value of the assets under of each Plan that is required to be funded exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan); (vi) no “reportable event” (within the meaning of Section 4043(c) of ERISA and the regulations promulgated thereunder) has occurred or is reasonably expected to occur; (vii) each Plan that is intended to be qualified under Section 401(a) of the Code is so qualified, and nothing has occurred, whether by action or by failure to act, which would cause the loss of such qualification; (Dviii) neither the Company or nor any member of its the Controlled Group has incurred, or nor reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the Plan or premiums to the Pension Benefit Guaranty Corporation Guarantee Corporation, in the ordinary course and without default) in respect of a Plan (including a “multiemployer plan”, ” within the meaning of Section 4001(c)(34001(a)(3) of ERISA); and (ivix) each Plan that none of the following events has occurred or is intended reasonably likely to occur: (A) a material increase in the aggregate amount of contributions required to be qualified under Section 401(a) made to all Plans by the Company or its Controlled Group affiliates in the current fiscal year of the Code is so qualified Company and nothing has occurred, its Controlled Group affiliates compared to the amount of such contributions made in the Company’s knowledge, whether by action and its Controlled Group affiliates’ most recently completed fiscal year; or by failure (B) a material increase in the Company’s and its subsidiaries’ “accumulated post-retirement benefit obligations” (within the meaning of Accounting Standards Codification Topic 715-60) compared to act, which would cause the loss amount of such qualificationobligations in the Company’s and its subsidiaries’ most recently completed fiscal year, except in each case with respect to the events or conditions set forth in (i) through (ix) hereof, as would not, individually or in the aggregate, result in a Material Adverse Change.

ERISA Compliance. (i) Each Any “employee benefit planEmployee Benefit Plan” (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended amended, and the regulations and published interpretations thereunder (collectively, “ERISA”)) for which the Company or its ERISA Affiliates (as defined below) would have any member liability (each, a “Plan”) has complied in all material respects with its terms and the requirements of its “Controlled Group” (defined as any organization which is a member of a controlled group of corporations within the meaning of Section 414 of applicable statutes, orders, rules and regulations, including but not limited to, ERISA and the Internal Revenue Code of 1986, as amended amended, and the regulations and published interpretations thereunder (the “Code”)) would have any liability (each a “Plan”) has been maintained in compliance in all material respects with its terms and with the requirements of all applicable statutes, rules and regulations including ERISA and the Code; (ii) no Plan is subject to Section 412 of the Code or Section 302 or Title IV of ERISA , (iii) neither the Company nor any of its ERISA Affiliates has incurred or reasonably expects to incur any obligation or liability under (A) Title IV of ERISA with respect to termination of, or withdrawal from, any Plan, (B) Sections 412 and 430, 4971, 4975 or 4980B of the Code or (C) Sections 302 and 303, 406, 4063 and 4064 of ERISA, (iv) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Plan Plan, excluding transactions effected pursuant to a statutory or administrative exemption; (iii) with respect to each Plan subject to Title IV of ERISA (A) no “reportable event” (within the meaning of Section 4043(c) of ERISA) has occurred or is reasonably expected to occur that would result in a material loss to the Company, (B) no “accumulated funding deficiency” (within the meaning of Section 302 of ERISA or Section 412 of the Code), whether or not waived, has occurred or is reasonably expected to occur, (C) the fair market value of the assets under each Plan that is required to be funded exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan), and (D) neither the Company or any member of its Controlled Group has incurred, or reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the Plan or premiums to the Pension Benefit Guaranty Corporation in the ordinary course and without default) in respect of a Plan (including a “multiemployer plan”, within the meaning of Section 4001(c)(3) of ERISA); and (ivv) each Plan that is intended to be qualified under Section 401(a) of the Code is so qualified and nothing has occurred, to the Company’s knowledge, whether by action or by failure to act, which would cause the loss of such qualification, (vi) there is no pending audit or investigation by the Internal Revenue Service, the U.S. Department of Labor, the Pension Benefit Guaranty Corporation or any other governmental agency or any foreign regulatory agency with respect to any Plan that could reasonably be expected to result in liability to the Company, (vii) there has not occurred, nor is there reasonably likely to occur, a material increase in the aggregate amount of contributions required to be made to all Plans by the Company or any of its Subsidiaries in the current fiscal year of the Company and its Subsidiaries compared to the amount of such contributions made in the Company’s and its Subsidiaries’ most recently completed fiscal year, and (viii) the Company does not have any “accumulated postretirement benefit obligations” (within the meaning of Statement of Financial Accounting Standards 106). “ERISA Affiliate” means, with respect to the Company, any member of any group of organizations described in Sections 414(b), (c), (m) or (o) of the Code of which the Company is a member.

ERISA Compliance. (i) Each “employee benefit plan” (within the meaning of Section 3(3) of the Employee Retirement Security Act of 1974, as amended (“ERISA”)) for which the a Company Party or any member of its “Controlled Group” (defined as any organization which is a member of a controlled group of corporations within the meaning of Section 414 of the Internal Revenue Code of 1986, as amended (the “Code”)) would have any liability (each a “Plan”) has been maintained in compliance in all material respects with its terms and with the requirements of all applicable statutes, rules and regulations including ERISA and the Code; (ii) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Plan excluding transactions effected pursuant to a statutory or administrative exemption; (iii) with respect to each Plan subject to Title IV of ERISA (A) no “reportable event” (within the meaning of Section 4043(c) of ERISA) has occurred or is reasonably expected to occur that would result in a material loss to the Companyoccur, (B) no “accumulated funding deficiency” (within the meaning of Section 302 of ERISA or Section 412 of the Code), whether or not waived, has occurred or is reasonably expected to occur, (C) the fair market value of the assets under each Plan that is required to be funded exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan), and (D) neither the Company or Company, nor any member of its Controlled Group Group, has incurred, or reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the Plan or premiums to the Pension Benefit Guaranty Corporation in the ordinary course and without default) in respect of a Plan (including a “multiemployer plan”, ,” within the meaning of Section 4001(c)(3) of ERISA); and (iv) each Plan that is intended to be qualified under Section 401(a) of the Code is so qualified and nothing has occurred, to the Company’s knowledge, whether by action or by failure to act, which would cause the loss of such qualification.

ERISA Compliance. Except as would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (iA) Each the Company and its subsidiaries and any “employee benefit planEmployee Benefit Plan” (within the meaning of Section 3(3) of as defined under the Employee Retirement Income Security Act of 1974, as amended amended, and the regulations and published interpretations promulgated thereunder (collectively, “ERISA”)) for which the Company Company, its subsidiaries or any member of its or their “Controlled GroupERISA Affiliates” (as defined as below) would have any organization which is liability (each, a member “Plan”) are in compliance in all respects with ERISA and each Plan has been established and maintained in compliance with its terms and the requirements of a controlled group of corporations within the meaning of Section 414 of any applicable statutes, orders, rules and regulations, including but not limited to, ERISA and the Internal Revenue Code of 1986, as amended amended, and the regulations and published interpretations thereunder (the “Code”)) would have any liability , (each a “Plan”) has been maintained in compliance in all material respects with its terms and with the requirements of all applicable statutes, rules and regulations including ERISA and the Code; (ii) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Plan excluding transactions effected pursuant to a statutory or administrative exemption; (iii) with respect to each Plan subject to Title IV of ERISA (AB) no “reportable event” (within the meaning of Section 4043(c) of as defined under ERISA) has occurred or is reasonably expected to occur that would result in a material loss with respect to the Company, (B) no “accumulated funding deficiency” (within the meaning of Section 302 of ERISA or Section 412 of the Code), whether or not waived, has occurred or is reasonably expected to occurany Plan, (C) no Plan, if such Plan were terminated, would have any “amount of unfunded benefit liabilities” (as defined under ERISA), as the fair market value of the assets under each Plan that is required to be funded (excluding for these purposes accrued but unpaid contributions) exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan), and (D) neither the Company or Company, its subsidiaries nor any member of its Controlled Group or their ERISA Affiliates has incurred, incurred or reasonably expects to incur, incur any obligation or liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any Plan, (other than contributions to ii) Sections 412 and 430, 4971, 4975 or 4980B of the Plan Code or premiums to the Pension Benefit Guaranty Corporation in the ordinary course (iii) Sections 302 and without default) in respect of a Plan (including a “multiemployer plan”303, within the meaning of Section 4001(c)(3) 406, 4063 and 4064 of ERISA); and , (ivE) each Plan that is intended to be qualified under Section 401(a) of the Code is so qualified and nothing has occurred, to the Company’s knowledge, whether by action or by failure to act, which would cause the loss of such qualification, (F) there is no pending audit or investigation by the Internal Revenue Service, the U.S. Department of Labor, the Pension Benefit Guaranty Corporation or any other governmental or foreign regulatory entity or agency with respect to any Plan that would reasonably be expected to result in liability to the Company or any of its subsidiaries, and (G) neither the Company nor any of its subsidiaries have any “accumulated post-retirement benefit obligations” (within the meaning of Statement of Financial Accounting Standards 106). “ERISA Affiliate” means, with respect to the Company, any member of any group of organizations described in Sections 414(b), (c), (m) or (o) of the Code of which the Company or such subsidiary is a member.

ERISA Compliance. (i) Each “employee benefit plan” (, within the meaning of Section 3(3) of the Employee Retirement Security Act of 1974ERISA, as amended (“ERISA”)) for which the Company or any member of its “Controlled Group” (defined as any organization which is a member of a controlled group of corporations within the meaning of Section 414 of the Internal Revenue Code of 1986, as amended (the “Code”)) would have any liability (each each, a “Plan”) has been maintained in compliance in all material respects with its terms and with the requirements of all any applicable statutes, orders, rules and regulations regulations, including but not limited to ERISA and the Code; (ii) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Plan excluding transactions effected pursuant to a statutory or administrative exemption; (iii) with respect to for each Plan that is subject to Title IV the funding rules of ERISA Section 412 of the Code or Section 302 of ERISA, no “accumulated funding deficiency” as defined in Section 412 of the Code, whether or not waived, has occurred or is reasonably expected to occur; (Aiv) the fair market value of the assets of each Plan exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan); (v) no “reportable event” (within the meaning of Section 4043(c) of ERISA) has occurred or is reasonably expected to occur that would result in a material loss to the Company, (B) no “accumulated funding deficiency” (within the meaning of Section 302 of ERISA or Section 412 of the Code), whether or not waived, has occurred or is reasonably expected to occur, (C) the fair market value of the assets under each Plan that is required to be funded exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan), ; and (Dvi) neither the Company or nor any member of its the Controlled Group has incurred, or nor reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the Plan or premiums to the Pension Benefit Guaranty Corporation PBGC, in the ordinary course and without default) in respect of a Plan (including a “multiemployer plan”, ,” within the meaning of Section 4001(c)(34001(a)(3) of ERISA); and (iv) each Plan that is intended to be qualified under Section 401(a) of the Code is so qualified and nothing has occurred, to the Company’s knowledge, whether by action or by failure to act, which would cause the loss of such qualification.

ERISA Compliance. (iA) Each “employee benefit plan” (, within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) , for which the Company or any member of its “Controlled Group” (defined as any organization which entity, whether or not incorporated, that is a member of a controlled group of corporations under common control with the Company within the meaning of Section 414 4001(a)(14) of ERISA or any entity that would be regarded as a single employer with the Company under Section 414(b),(c),(m) or (o) of the Internal Revenue Code of 1986, as amended (the “Code”)) would have any liability (each each, a “Plan”) has been maintained in material compliance in all material respects with its terms and with the requirements of all any applicable statutes, orders, rules and regulations regulations, including but not limited to ERISA and the Code; (iiB) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Plan Plan, excluding transactions effected pursuant to a statutory or administrative exemption; (iiiC) with respect to each Plan none of the Plans are subject to Title IV the funding rules of ERISA Section 412 of the Code or Section 302 of ERISA; (AD) no none of the Plans are “reportable eventmultiemployer plans” (within the meaning of Section 4043(c4001(a)(3) of ERISA) has occurred or is reasonably expected to occur that would result in a material loss to the Company, (B) no “accumulated funding deficiency” (within the meaning of Section 302 of ERISA or Section 412 of the Code), whether or not waived, has occurred or is reasonably expected to occur, (C) the fair market value of the assets under each Plan that is required to be funded exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan), and (D) neither the Company or any member of its Controlled Group has incurred, or reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the Plan or premiums to the Pension Benefit Guaranty Corporation in the ordinary course and without default) in respect of a Plan (including a “multiemployer plan”, within the meaning of Section 4001(c)(3) of ERISA); and (ivE) each Plan that is intended to be qualified under Section 401(a) of the Code is so qualified qualified, and nothing has occurred, to the Company’s knowledge, whether by action or by failure to act, which would cause the loss of such qualification; (F) neither the Company nor any member of the Controlled Group has incurred, nor reasonably expects to incur, any liability under Title IV of ERISA in respect of a Plan; and (G) a material increase in the aggregate amount of contributions required to be made to all Plans by the Company or its Controlled Group affiliates in the current fiscal year of the Company and its Controlled Group affiliates compared to the amount of such contributions made in the Company’s and its Controlled Group affiliates’ most recently completed fiscal year has not occurred and is not reasonably likely to occur.

ERISA Compliance. (i) Each “employee benefit plan” (, within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) , for which the Company or any member of its “Controlled Group” (defined as any organization which is a member of a controlled group of corporations within the meaning of Section 414 of the Internal Revenue Code of 1986, as amended (the “Code”)) would have any liability (each each, a “Plan”) has been maintained in compliance in all material respects with its terms and with the requirements of all any applicable statutes, orders, rules and regulations regulations, including but not limited to ERISA and the Code; (ii) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Plan excluding transactions effected pursuant to a statutory or administrative exemption; (iii) with respect to for each Plan that is subject to Title IV the funding rules of Section 412 of the Code or Section 302 of ERISA, no Plan has failed (whether or not waived), or is reasonably expected to fail, to satisfy the minimum funding standards (within the meaning of Section 302 of ERISA or Section 412 of the Code) applicable to such Plan; (Aiv) no Plan is, or is reasonably expected to be, in “at risk status” (within the meaning of Section 303(i) of ERISA) or “endangered status” or “critical status” (within the meaning of Section 305 of ERISA); (v) the fair market value of the assets of each Plan exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan); (vi) no “reportable event” (within the meaning of Section 4043(c) of ERISA) has occurred or is reasonably expected to occur that would result in a material loss to the Company, occur; (Bvii) no “accumulated funding deficiency” (within the meaning of Section 302 of ERISA or Section 412 of the Code), whether or not waived, has occurred or is reasonably expected to occur, (C) the fair market value of the assets under each Plan that is required intended to be funded exceeds qualified under Section 401(a) of the present value Code is so qualified and nothing has occurred, whether by action or by failure to act, which would cause the loss of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan), qualification and (Dviii) neither the Company or nor any member of its the Controlled Group has incurred, or nor reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the Plan or premiums to the Pension Benefit Guaranty Corporation PBGC, in the ordinary course and without default) in respect of a Plan (including a “multiemployer plan”, within the meaning of Section 4001(c)(34001(a)(3) of ERISA); and (iv) , except in each Plan that is intended to be qualified under Section 401(a) of the Code is so qualified and nothing has occurred, case with respect to the Company’s knowledgeevents or conditions set forth in (i) through (viii) hereof, whether by action as would not, individually or by failure to actin the aggregate, which would cause the loss of such qualificationhave a Material Adverse Effect.

ERISA Compliance. (i) Each “Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change, each employee benefit plan” (, within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) , for which the Company or any member of its “Controlled Group” (defined as any organization which entity, whether or not incorporated, that is a member of a controlled group of corporations under common control with the Company within the meaning of Section 414 4001(a)(14) of ERISA or any entity that would be regarded as a single employer with the Company under Section 414(b),(c),(m) or (o) of the Internal Revenue Code of 1986, as amended (the “Code”)) would have any liability (each each, a “Plan”) has been maintained in compliance in all material respects with its terms and with the requirements of all any applicable statutes, orders, rules and regulations regulations, including but not limited to ERISA and the Code; (ii) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Plan Plan, excluding transactions effected pursuant to a statutory or administrative exemption; (iiiii) with respect to each Plan none of the Plans are subject to Title IV of ERISA (A) no “reportable event” (within the meaning of Section 4043(c) of ERISA) has occurred or is reasonably expected to occur that would result in a material loss to the Company, (B) no “accumulated funding deficiency” (within the meaning of Section 302 of ERISA or Section 412 of the Code), whether Code or not waived, has occurred Section 302 or is reasonably expected to occur, Title IV of ERISA; (C) the fair market value of the assets under each Plan that is required to be funded exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan), and (Div) neither the Company or nor any member of its the Controlled Group has incurred, or nor reasonably expects to incur, any material liability under Title IV of ERISA (other than contributions to the Plan or premiums to the Pension Benefit Guaranty Corporation in the ordinary course and without default) in respect of a Plan (including a “multiemployer plan”, ” within the meaning of Section 4001(c)(34001(a)(3) of ERISA); and (ivvi) each Plan that is intended to be qualified under Section 401(a) of the Code is so qualified qualified, and nothing has occurred, to the Company’s knowledge, whether by action or by failure to act, which would cause the loss of such qualification; and (vii) no material increase in the aggregate amount of contributions required to be made to all Plans by the Company or its Controlled Group affiliates in the current fiscal year of the Company and its Controlled Group affiliates compared to the amount of such contributions made in the Company’s and its Controlled Group affiliates’ most recently completed fiscal year is reasonably likely to occur.

ERISA Compliance. (i) Each “employee benefit plan” (within the meaning of Section 3(3) of the Employee Retirement Security Act of 1974No Loan Party, as amended (“ERISA”)) for which the Company nor any Subsidiary thereof or any member of its “the Controlled Group” (defined as any organization which is a member of a controlled group of corporations within the meaning of Section 414 of the Internal Revenue Code of 1986, as amended (the “Code”)) would have any liability (each a “Plan”) has been maintained in compliance in all material respects with its terms and with the requirements of all applicable statutes, rules and regulations including ERISA and the Code; (ii) no prohibited transaction, within the meaning of Section 406 of ERISA Group maintains or Section 4975 of the Code, has occurred with respect contributes to any Plan excluding transactions effected pursuant to a statutory or administrative exemption; other than those listed on Schedule 5.10 hereto. Except as set forth in Schedule 5.10, (iii) with respect to each Plan subject to Title IV of ERISA (Ai) no “reportable event” (within the meaning of Section 4043(c) of ERISA) Plan has occurred or is reasonably expected to occur that would result in a material loss to the Company, (B) no incurred any “accumulated funding deficiency,” as defined in Section 302(a) (within the meaning of Section 302 2) of ERISA or and Section 412 412(a) of the Code), whether or not waived, has occurred or is reasonably expected to occurand each Loan Party, (C) the fair market value each such Subsidiary and each member of the assets under each Plan that is required to be funded exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan), and (D) neither the Company or any member of its Controlled Group has incurred, or reasonably expects to incur, any liability met all applicable minimum funding requirements under Title IV Section 302 of ERISA (other than contributions to the Plan or premiums to the Pension Benefit Guaranty Corporation in the ordinary course and without default) in respect of a Plan each Plan, (including a “multiemployer plan”, within the meaning of Section 4001(c)(3) of ERISA); and (ivii) each Plan that which is intended to be a qualified plan under Section 401(a) of the Code as currently in effect has been determined by the Internal Revenue Service to be qualified under Section 401(a) of the Code and the trust related thereto is so qualified and nothing exempt from federal income tax under Section 501(a) of the Code, or the prototype plan that has occurredbeen adopted, as appropriate, has a favorable determination letter from the Internal Revenue Service, (iii) no Loan Party, nor any Subsidiary thereof or any member of the Controlled Group has incurred any liability to the Company’s knowledgePBGC other than for the payment of premiums, whether and there are no premium payments which have become due which are unpaid, (iv) no Plan has been terminated by action or the plan administrator thereof nor by failure to actthe PBGC, and there is no occurrence which would cause the loss PBGC to institute proceedings under Title IV of ERISA to terminate any Plan, (v) at this time, the current value of the assets of each Plan exceeds the present value of the accrued benefits and other liabilities of such qualificationPlan and no Loan Party, nor any such Subsidiary or any member of the Controlled Group knows of any facts or circumstances which would materially change the value of such assets and accrued benefits and other liabilities, (vi) no Loan Party, nor any such Subsidiary or any member of the Controlled Group has breached any of the responsibilities, obligations or duties imposed on it by ERISA with respect to any Plan, (vii) no Loan Party, nor any such Subsidiary or any member of the Controlled Group has incurred any liability for any excise tax arising under Section 4972 or 4980B of the Code, and no fact exists which could give rise to any such liability, (viii) no Loan Party, nor any such Subsidiary or any member of the Controlled Group nor any fiduciary of, nor any trustee to, any Plan, has engaged in a “prohibited transaction” described in Section 406 of ERISA or Section 4975 of the Code nor taken any action which would constitute or result in a Termination Event with respect to any such Plan which is subject to ERISA, (ix) each Loan Party, each of its Subsidiaries and each member of the Controlled Group has made all contributions due and payable with respect to each Plan, (x) there exists no event described in Section 4043(b) of ERISA, for which the thirty (30) day notice period contained in 29 CFR Section 2615.3 has not been waived, (xi) no Loan Party, nor any such Subsidiary or any member of the Controlled Group has any fiduciary responsibility for investments with respect to any plan existing for the benefit of persons other than employees or former employees of any Loan Party, any such Subsidiary or any member of the Controlled Group, and (xii) no Loan Party, nor any such Subsidiary or any member of the Controlled Group has withdrawn, completely or partially, from any Multiemployer Plan so as to incur liability under the Multiemployer Pension Plan Amendments Act of 1980. Except as disclosed on Schedule 5.10, no Loan Party, nor any Subsidiary thereof or any member of the Controlled Group, maintains an employee welfare benefit plan (within the meaning of Section 3(1) of ERISA) that provides postretirement medical or life insurance benefits to former employees, other than as required under Part 6 of Title I of ERISA.

ERISA Compliance. (i) Each “employee benefit plan” (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) for which the Company or any member of its “Controlled Group” (defined as any organization which is a member of a controlled group of corporations within the meaning of Section 414 of the Internal Revenue Code of 1986, as amended (the “Code”)) would have any liability (each a “Plan”) has been maintained in compliance in all material respects with its terms and with the requirements of all applicable statutes, rules and regulations including ERISA and the Code; (ii) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Plan excluding transactions effected pursuant to a statutory or administrative exemption; (iii) with respect to each Plan subject to Title IV of ERISA (A) no “reportable event” (within the meaning of Section 4043(c) of ERISA) has occurred or is reasonably expected to occur that would result in a material loss to the Company, (B) no “accumulated funding deficiency” (within the meaning of Section 302 of ERISA or Section 412 of the Code), whether or not waived, has occurred or is reasonably expected to occur, (C) the fair market value of the assets under each Plan that is required to be funded exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan), and (D) neither the Company or any member of its Controlled Group has incurred, or reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the Plan or premiums to the Pension Benefit Guaranty Corporation in the ordinary course and without default) in respect of a Plan (including a “multiemployer plan”, within the meaning of Section 4001(c)(3) of ERISA); and (iv) each Plan that is intended to be qualified under Section 401(a) of the Code is so qualified and nothing has occurred, to the Company’s knowledge, whether by action or by failure to act, which would reasonably be expected to cause the loss of such qualification.

ERISA Compliance. (i) Each The Company and its subsidiaries and any “employee benefit planEmployee Benefit Plan” (within the meaning of Section 3(3) of as defined under the Employee Retirement Income Security Act of 1974, as amended amended, and the regulations and published interpretations promulgated thereunder (collectively, “ERISA”)) for which the Company Company, its subsidiaries or any member of its or their “Controlled GroupERISA Affiliates” (as defined as below) would have any organization which is liability (each, a member “Plan”) are in compliance in all material respects with ERISA and each Plan has been maintained in compliance with its terms and the requirements of a controlled group of corporations within the meaning of Section 414 of any applicable statutes, orders, rules and regulations, including but not limited to, ERISA and the Internal Revenue Code of 1986, as amended amended, and the regulations and published interpretations thereunder (the “Code”)) would have any liability (each a . “Plan”) has been maintained in compliance in all material respects with its terms and with the requirements of all applicable statutesERISA Affiliate” means, rules and regulations including ERISA and the Code; (ii) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to the Company, any Plan excluding transactions effected pursuant to member of any group of organizations described in Sections 414(b), (c), (m) or (o) of the Code of which the Company or such subsidiary is a statutory or administrative exemption; (iii) with respect to each Plan subject to Title IV of ERISA (A) no member. No “reportable event” (within the meaning of Section 4043(c) of as defined under ERISA) has occurred or is reasonably expected to occur that with respect to any Plan. No Plan, if such Plan were terminated, would result in a material loss to the Company, (B) no have any “accumulated funding deficiencyamount of unfunded benefit liabilities” (within the meaning of Section 302 of ERISA or Section 412 of the Codeas defined under ERISA), whether or not waived, has occurred or is reasonably expected to occur, (C) as the fair market value of the assets under each Plan that is required to be funded (excluding for these purposes accrued but unpaid contributions) exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan). Neither the Company, and (D) neither the Company or its subsidiaries nor any member of its Controlled Group or their ERISA Affiliates has incurred, incurred or reasonably expects to incur, incur any obligation or liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any Plan, (other than contributions to ii) Sections 412 and 430, 4971, 4975 or 4980B of the Plan Code or premiums to the Pension Benefit Guaranty Corporation in the ordinary course (iii) Sections 302 and without default) in respect of a Plan (including a “multiemployer plan”303, within the meaning of Section 4001(c)(3) 406, 4063 and 4064 of ERISA); and (iv) each . Each Plan that is intended to be qualified under Section 401(a) of the Code is so qualified and and, nothing has occurred, to the Company’s knowledge, whether by action or by failure to act, which would cause the loss of such qualification. There is no pending audit or investigation by the Internal Revenue Service, the U.S. Department of Labor, the Pension Benefit Guaranty Corporation or any other governmental or foreign regulatory entity or agency with respect to any Plan that could reasonably be expected to result in liability to the Company or any of its subsidiaries. Neither the Company nor any of its subsidiaries have any “accumulated post-retirement benefit obligations” (within the meaning of Statement of Financial Accounting Standards 106).

ERISA Compliance. (i) Each “employee benefit plan” (, within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) for which , that is subject to ERISA and is sponsored by the Company or any member of its “Controlled Group” (defined as any organization which is a member of a controlled group of corporations within the meaning of Section 414 414(b) of the Internal Revenue Code of 1986ýý1986, as amended (the “Code”)) ), for which the Company or any member of its “Controlled Group” would have any liability (each each, a “Plan”) has been maintained in compliance in all material respects with its terms and with the requirements of all any applicable statutes, orders, rules and regulations including regulations, including, but not limited to, ERISA and the Code, except for noncompliance that would not reasonably be expected to have a Material Adverse Effect; (ii) no non-exempt prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Plan Plan, excluding transactions effected pursuant that would not reasonably be expected to have a statutory or administrative exemptionMaterial Adverse Effect; (iii) with respect to for each Plan that is subject to Title IV of ERISA (A) no “reportable event” (within the meaning funding rules of Section 4043(c) 412 of the Code or Sections 303, 304 and 305 of ERISA, the minimum funding standard of Section 412 of the Code or Sections 303, 304 and 305 of ERISA, as applicable, has been satisfied (without taking into account any waiver thereof or extension of any amortization period) has occurred or and is reasonably expected to occur that would result be satisfied in a material loss to the Companyfuture (without taking into account any waiver thereof or extension of any amortization period); (iv) except as described in the Registration Statement, (B) no “accumulated funding deficiency” (within the meaning of Section 302 of ERISA or Section 412 of Pricing Disclosure Package and the Code)Prospectus, whether or not waived, has occurred or is reasonably expected to occur, (C) the fair market value of the assets under of each Plan that is required to be funded exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan)) as of the relevant date or dates described in the Registration Statement, the Pricing Disclosure Package and the Prospectus; (Dv) with respect to any Plan, no “reportable event” (within the meaning of Section 4043(c) of ERISA) has occurred or is reasonably expected to occur that either has resulted, or could reasonably be expected to result, in material liability under Title IV of ERISA to the Company or its subsidiaries; (vi) neither the Company or nor any member of its the Controlled Group has incurred, or nor reasonably expects to incur, any material liability under Title IV of ERISA (other than contributions to the Plan or for premiums owed to the Pension Benefit Guaranty Corporation (the “PBGC”), in the ordinary course and without default) in respect of a Plan (including a “multiemployer plan”, within the meaning of Section 4001(c)(3) of ERISAPlan); and (ivvii) each except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, there is no pending audit or investigation by the Internal Revenue Service, the U.S. Department of Labor, the PBGC or any other governmental agency or any foreign regulatory agency with respect to any Plan that would reasonably be expected to have a Material Adverse Effect. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, none of the following events has occurred or is intended reasonably likely to occur: (x) a material increase in the aggregate amount of contributions required to be qualified under Section 401(amade to all Plans that are required to be funded by the Company or its subsidiaries in the current fiscal year of the Company and its subsidiaries compared to the amount of such contributions made in the Company and its subsidiaries’ most recently completed fiscal year; or (y) a material increase in the Company and its subsidiaries’ “benefit obligations” (as reported in the financial statements (including the related notes thereto) of the Code is so qualified Company and nothing has occurred, its consolidated subsidiaries) compared to the Company’s knowledge, whether by action or by failure to act, which would cause the loss amount of such qualificationobligations in the Company and its subsidiaries’ most recently completed fiscal year.

ERISA Compliance. Except as would not reasonably be expected to result in a Material Adverse Effect, (i) Each each “employee benefit plan” (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) for which the Company or any member of its “Controlled Group” (defined as any organization which is a member of a controlled group of corporations within the meaning of Section 414 of the Internal Revenue Code of 1986, as amended (the “Code”)) would have any liability (each a “Plan”) has been maintained in compliance in all material respects with its terms and with the requirements of all applicable statutes, rules and regulations including ERISA and the Code; (ii) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Plan excluding transactions effected pursuant to a statutory or administrative exemption; (iii) with respect to each Plan subject to Title IV of ERISA (A) no “reportable event” (within the meaning of Section 4043(c) of ERISA) has occurred or is reasonably expected to occur that would result in a material loss to the Company, (B) no “accumulated funding deficiency” (within the meaning of Section 302 of ERISA or Section 412 of the Code), whether or not waived, has occurred or is reasonably expected to occur, (C) the fair market value of the assets under each Plan that is required to be funded exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan), and (D) neither the Company or any member of its Controlled Group has incurred, or reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the Plan or premiums to the Pension Benefit Guaranty Corporation in the ordinary course and without default) in respect of a Plan (including a “multiemployer plan”, within the meaning of Section 4001(c)(3) of ERISA); and (iv) each Plan that is intended to be qualified under Section 401(a) of the Code is so qualified and nothing has occurred, to the Company’s knowledge, whether by action or by failure to act, which would cause the loss of such qualification.

ERISA Compliance. (ia) Each “employee benefit plan” (within the meaning of Section 3(3) of the Employee Retirement Security Act of 1974, as amended (“ERISA”)) for which the Company or any member of its “Controlled Group” (defined as any organization which Plan is a member of a controlled group of corporations within the meaning of Section 414 of the Internal Revenue Code of 1986, as amended (the “Code”)) would have any liability (each a “Plan”) has been maintained in compliance in all material respects with its terms the applicable provisions of ERISA, the Code and other Federal or state Laws. Each Plan that is intended to qualify under Section 401(a) of the Code has received a favorable determination letter or opinion letter from the IRS or an application for such a letter is currently being processed by the IRS with respect thereto and, to the requirements best knowledge of the Borrower, nothing has occurred which would prevent, or cause the loss of, such qualification. The Borrower and each ERISA Affiliate have made all applicable statutes, rules and regulations including ERISA and the Code; (ii) no prohibited transaction, within the meaning of required contributions to each Plan subject to Section 406 of ERISA or Section 4975 412 of the Code, and no application for a funding waiver or an extension of any amortization period pursuant to Section 412, 430 or 431 of the Code has occurred been made with respect to any Plan. (b) There are no pending or, to the best knowledge of the Borrower, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan excluding transactions effected pursuant that could be reasonably be expected to have a statutory Material Adverse Effect. There has been no prohibited transaction or administrative exemption; (iii) violation of the fiduciary responsibility rules with respect to each any Plan subject to Title IV of ERISA (A) no “reportable event” (within the meaning of Section 4043(c) of ERISA) that has occurred resulted or is could reasonably be expected to occur that would result in a material loss to the Company, Material Adverse Effect. (Bc) no “accumulated funding deficiency” (within the meaning of Section 302 of i) No ERISA or Section 412 of the Code), whether or not waived, Event has occurred or is reasonably expected to occur; (ii) neither Borrower or any ERISA Affiliate has failed to meet the applicable requirements under the Pension Funding Rules with respect to each Pension Plan, (C) the fair market value and no waiver of the assets minimum funding standards under each Plan that is required to be funded exceeds the present value of all benefits accrued under such Plan Pension Funding Rules has been applied for or obtained; (determined based on those assumptions used to fund such Plan), and (Diii) neither the Company or Borrower nor any member of its Controlled Group ERISA Affiliate has incurred, or reasonably expects to incur, any liability under Title IV of ERISA with respect to any Pension Plan (other than contributions to the Plan or premiums to the Pension Benefit Guaranty Corporation in the ordinary course due and without default) in respect of a Plan (including a “multiemployer plan”, within the meaning of not delinquent under Section 4001(c)(3) 4007 of ERISA); and (iv) each Plan that is intended neither the Borrower nor any ERISA Affiliate has incurred, or reasonably expects to be qualified incur, any liability (and no event has occurred which, with the giving of notice under Section 401(a4219 of ERISA, would result in such liability) under Sections 4201 or 4243 of ERISA with respect to a Multiemployer Plan; and (v) neither the Borrower nor any ERISA Affiliate has engaged in a transaction that could be subject to Sections 4069 or 4212(c) of the Code is so qualified and nothing has occurred, to the Company’s knowledge, whether by action or by failure to act, which would cause the loss of such qualification.ERISA. 5.12

ERISA Compliance. (i) Each “employee benefit plan” (within the meaning of Section 3(3) of the Employee Retirement Security Act of 1974ERISA), as amended (“ERISA”)) for which the Company or any member of its “Controlled Group” (defined as an organization which, along with the Company or any organization which of its subsidiaries, is a member of a controlled group of corporations within the meaning of Section 414 of the Internal Revenue Code of 1986, as amended (the “Code”)) would have any liability (each a “Plan”) has been maintained in compliance in all material respects with its terms and with the requirements of all applicable statutes, rules and regulations including ERISA and the Code, except for such instances of noncom-pliance as have not resulted in and could not reasonably be expected to result in a Material Adverse Effect; (ii) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Plan excluding transactions effected pursuant to a statutory or administrative exemption; (iii) with respect to each Plan subject to Title IV of ERISA (Aa) “no “reportable event” (within the meaning of Section 4043(c) of ERISA) has occurred or is reasonably expected to occur that would occur, except as could not reasonably be expected result in a material loss to the CompanyMaterial Adverse Effect, (Bb) no “accumulated funding deficiency” (within the meaning of Section 302 of ERISA or Section 412 of the Code), whether or not waived, has occurred or is reasonably expected to occur, (Cc) the fair market present value of the aggregate benefit liabilities under each Plan (other than a “multiemployer plan,” within the meaning of Section 4001(a)(3) of ERISA (a “Multiemployer Plan”)), determined as of the end of such Plan’s most recently ended plan year on the basis of the actuarial assumptions specified for funding purposes in such Plan’s most recent actuarial valuation report, did not exceed the aggregate current value of the assets under each Plan that is required to be funded exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used allocable to fund such Plan), benefit liabilities by a material amount and (Dd) neither the Company or nor any member of its Controlled Group has incurred, or reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the Plan or premiums to the Pension Benefit Guaranty Corporation in the ordinary course and without default) in respect of a Plan (including a “multiemployer plan”, ,” within the meaning of Section 4001(c)(3) of ERISA), other than such liabilities as could not be, individually or in the aggregate, material; and (iviii) each neither the Company nor any member of its Controlled Group has (a) failed to make any required contribution to a Plan that is intended to be qualified under a Multiemployer Plan or (b) received notice that any such Multiemployer Plan is insolvent (within the meaning of Section 401(a) 4245 of ERISA), in “endangered” or “critical” status (within the meaning of Sections 432 of the Code is so qualified and nothing has occurredor Sections 305 of ERISA), to or terminated (within the Company’s knowledge, whether by action meaning of Section 4041A or by failure to act, which would cause the loss 4042 of such qualificationERISA).

ERISA Compliance. (i) Each “employee benefit plan” (, within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) , for which the Company or any member of its “Controlled Group” (defined as any organization which entity, whether or not incorporated, that is a member of a controlled group of corporations under common control with the Company within the meaning of Section 414 4001(a)(14) of ERISA or any entity that would be regarded as a single employer with the Company under Section 414(b), (c), (m) or (o) of the Internal Revenue Code of 1986, as amended (the “Code”)) would have any liability (each each, a “Plan”) has been maintained in compliance in all material respects with its terms and with the requirements of all any applicable statutes, orders, rules and regulations regulations, including but not limited to ERISA and the Code; (ii) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Plan Plan, excluding transactions effected pursuant to a statutory or administrative exemption; (iii) with respect to for each Plan that is subject to Title IV of ERISA (A) no “reportable event” (within the meaning funding rules of Section 4043(c) 412 of the Code or Section 302 of ERISA) , no Plan has occurred failed (whether or not waived), or is reasonably expected to occur that would result in a material loss fail, to satisfy the Company, (B) no “accumulated minimum funding deficiency” standards (within the meaning of Section 302 of ERISA or Section 412 of the Code)) applicable to such Plan; (iv) no Plan is, whether or not waived, has occurred or is reasonably expected to occurbe, in “at risk status” (Cwithin the meaning of Section 303(i) of ERISA) and no Plan that is a “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA is in “endangered status” or “critical status” (within the meaning of Sections 304 and 305 of ERISA); (v) the fair market value of the assets under of each Plan that is required to be funded exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan); (vi) no “reportable event” (within the meaning of Section 4043(c) of ERISA and the regulations promulgated thereunder) has occurred or is reasonably expected to occur; (vii) each Plan that is intended to be qualified under Section 401(a) of the Code is so qualified, and nothing has occurred, whether by action or by failure to act, which would cause the loss of such qualification; (Dviii) neither the Company or nor any member of its the Controlled Group has incurred, or nor reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the Plan or premiums to the Pension Benefit Guaranty Corporation Guarantee Corporation, in the ordinary course and without default) in respect of a Plan (including a “multiemployer plan”, ” within the meaning of Section 4001(c)(34001(a)(3) of ERISA); and (ivix) each Plan that none of the following events has occurred or is intended reasonably likely to occur: (A) a material increase in the aggregate amount of contributions required to be qualified under Section 401(a) made to all Plans by the Company or its Controlled Group affiliates in the current fiscal year of the Code is so qualified Company and nothing has occurred, its Controlled Group affiliates compared to the amount of such contributions made in the Company’s knowledge, whether by action and its Controlled Group affiliates’ most recently completed fiscal year; or by failure (B) a material increase in the Company and its subsidiaries’ “accumulated post-retirement benefit obligations” (within the meaning of Accounting Standards Codification Topic 715-60) compared to act, which would cause the loss amount of such qualificationobligations in the Company and its subsidiaries’ most recently completed fiscal year, except in each case with respect to the events or conditions set forth in (i) through (ix) hereof, as would not, individually or in the aggregate, have a Material Adverse Effect.

ERISA Compliance. (ia) Each “employee benefit plan” (within the meaning of Section 3(3) of the Employee Retirement Security Act of 1974, as amended (“ERISA”)) for which the Company or any member of its “Controlled Group” (defined as any organization which Plan is a member of a controlled group of corporations within the meaning of Section 414 of the Internal Revenue Code of 1986, as amended (the “Code”)) would have any liability (each a “Plan”) has been maintained in compliance in all material respects with its terms the applicable provisions of ERISA, the Code and other Federal or state Laws. Each Plan that is intended to qualify under Section 401(a) of the Code has received a favorable determination letter or opinion letter from the IRS or an application for such a letter is currently being processed by the IRS with respect thereto and, to the requirements best knowledge of the Borrower, nothing has occurred which would prevent, or cause the loss of, such qualification. The Borrower and each ERISA Affiliate have made all applicable statutes, rules and regulations including ERISA and the Code; (ii) no prohibited transaction, within the meaning of required contributions to each Plan subject to Section 406 of ERISA or Section 4975 412 of the Code, and no application for a funding waiver or an extension of any amortization period pursuant to Section 412, 430 or 431 of the Code has occurred been made with respect to any Plan. (b) There are no pending or, to the best knowledge of the Borrower, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan excluding transactions effected pursuant that could be reasonably be expected to have a statutory Material Adverse Effect. There has been no prohibited transaction or administrative exemption; (iii) violation of the fiduciary responsibility rules with respect to each any Plan subject to Title IV of ERISA (A) no “reportable event” (within the meaning of Section 4043(c) of ERISA) that has occurred resulted or is could reasonably be expected to occur that would result in a material loss to the Company, Material Adverse Effect. (Bc) no “accumulated funding deficiency” (within the meaning of Section 302 of i) No ERISA or Section 412 of the Code), whether or not waived, Event has occurred or is reasonably expected to occur; (ii) no Loan Party or any ERISA Affiliate has failed to meet the applicable requirements under the Pension Funding Rules with respect to each Pension Plan, (C) the fair market value and no waiver of the assets minimum funding standards under each Plan that is required to be funded exceeds the present value of all benefits accrued under such Plan Pension Funding Rules has been applied for or obtained; (determined based on those assumptions used to fund such Plan), and (Diii) neither the Company or Borrower nor any member of its Controlled Group ERISA Affiliate has incurred, or reasonably expects to incur, any liability under Title IV of ERISA with respect to any Pension Plan (other than contributions to the Plan or premiums to the Pension Benefit Guaranty Corporation in the ordinary course due and without default) in respect of a Plan (including a “multiemployer plan”, within the meaning of not delinquent under Section 4001(c)(3) 4007 of ERISA); and (iv) each Plan that is intended neither the Borrower nor any ERISA Affiliate has incurred, or reasonably expects to be qualified incur, any liability (and no event has occurred which, with the giving of notice under Section 401(a4219 of ERISA, would result in such liability) under Sections 4201 or 4243 of ERISA with respect to a Multiemployer Plan; and (v) neither the Borrower nor any ERISA Affiliate has engaged in a transaction that could be subject to Sections 4069 or 4212(c) of the Code is so qualified and nothing has occurred, to the Company’s knowledge, whether by action or by failure to act, which would cause the loss of such qualification.ERISA. 5.12

ERISA Compliance. (i) Each “employee benefit plan” (within the meaning of Section 3(3) of the Employee Retirement Security Act of 1974, as amended (“ERISA”)) for which the Company or any member of its “Controlled Group” (defined as any organization which is a member of a controlled group of corporations within the meaning of Section 414 of the Internal Revenue Code of 1986, as amended amended, and the rules and regulations promulgated thereunder (the “Code”)) would have any liability (each each, a “Plan”) has been maintained in compliance in all material respects with its terms and with the requirements of all applicable statutes, rules and regulations including regulations, including, without limitation, ERISA and the Code; (ii) no “prohibited transaction, ” (within the meaning of Section 406 of ERISA or Section 4975 of the Code, ) has occurred with respect to any Plan US-DOCS\95271282.8 excluding transactions effected pursuant to a statutory or administrative exemption; (iii) with respect to each Plan subject to Title IV of ERISA (A) no “reportable event” (within the meaning of Section 4043(c) of ERISA) has occurred or is reasonably expected to occur that would result in a material loss to the Company, (B) no “accumulated funding deficiency” (within the meaning of Section 302 of ERISA or Section 412 of the Code), whether or not waived, has occurred or is reasonably expected to occur, (C) the fair market value of the assets under each Plan that is required to be funded exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan), ) and (D) neither the Company or any member of its Controlled Group has incurred, or reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the Plan or premiums to the Pension Benefit Guaranty Corporation in the ordinary course and without default) in respect of a Plan (Plan, including a “multiemployer plan”, ” (within the meaning of Section 4001(c)(3) of ERISA); and (iv) each Plan that is intended to be qualified under Section 401(a) of the Code is so qualified qualified, and nothing has occurred, to the knowledge of the Company’s knowledge, whether by action or by failure to act, which would cause the loss of such qualification.

ERISA Compliance. (i) Each “employee benefit plan” (within the meaning of Section 3(3) of the Employee Retirement Security Act of 1974No Loan Party, as amended (“ERISA”)) for which the Company nor any Subsidiary thereof or any member of its “the Controlled Group” (defined as any organization which is a member of a controlled group of corporations within the meaning of Section 414 of the Internal Revenue Code of 1986, as amended (the “Code”)) would have any liability (each a “Plan”) has been maintained in compliance in all material respects with its terms and with the requirements of all applicable statutes, rules and regulations including ERISA and the Code; (ii) no prohibited transaction, within the meaning of Section 406 of ERISA Group maintains or Section 4975 of the Code, has occurred with respect contributes to any Plan excluding transactions effected pursuant to a statutory or administrative exemption; other than those listed on Schedule 5.10 hereto. Except as set forth in Schedule 5.10, (iii) with respect to each Plan subject to Title IV of ERISA (Ai) no “reportable event” (within the meaning of Section 4043(c) of ERISA) Plan has occurred or is reasonably expected to occur that would result in a material loss to the Company, (B) no incurred any “accumulated funding deficiency,” as defined in Section 302(a) (within the meaning of Section 302 2) of ERISA or and Section 412 412(a) of the Code), whether or not waived, has occurred or is reasonably expected to occurand each Loan Party, (C) the fair market value each such Subsidiary and each member of the assets under each Plan that is required to be funded exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan), and (D) neither the Company or any member of its Controlled Group has incurred, or reasonably expects to incur, any liability met all applicable minimum funding requirements under Title IV Section 302 of ERISA (other than contributions to the Plan or premiums to the Pension Benefit Guaranty Corporation in the ordinary course and without default) in respect of a Plan each Plan, (including a “multiemployer plan”, within the meaning of Section 4001(c)(3) of ERISA); and (ivii) each Plan that which is intended to be a qualified plan under Section 401(a) of the Code as currently in effect has been determined by the Internal Revenue Service to be qualified under Section 401(a) of the Code and the trust related thereto is so qualified and nothing exempt from federal income tax under Section 501(a) of the Code, or the prototype plan that has occurredbeen adopted, as appropriate, has a favorable determination letter from the Internal Revenue Service, (iii) no Loan Party, nor any Subsidiary thereof or any member of the Controlled Group has incurred any liability to the Company’s knowledgePBGC other than for the payment of premiums, whether and there are no premium payments which have become due which are unpaid, (iv) no Plan has been terminated by action or the plan administrator thereof nor by failure to actthe PBGC, and there is no occurrence which would cause the loss PBGC to institute proceedings under Title IV of ERISA to terminate any Plan, (v) at this time, the current value of the assets of each Plan exceeds the present value of the accrued benefits and other liabilities of such qualificationPlan and no Loan Party, nor any such Subsidiary or any member of the Controlled Group knows of any facts or circumstances which would materially change the value of such assets and accrued benefits and other liabilities, (vi) no Loan Party, nor any such Subsidiary or any member of the Controlled Group has breached any of the responsibilities, obligations or duties imposed on it by ERISA with respect to any Plan, (vii) no Loan Party, nor any such Subsidiary or any member of the Controlled Group has incurred any liability for any excise tax arising under Section 4972 or 4980B of the Code, and no fact exists which could give rise to any such liability, (viii) no Loan Party, nor any such Subsidiary or any member of the Controlled Group nor any fiduciary of, nor any trustee to, any Plan, has engaged in a “prohibited transaction” described in Section 406 of ERISA or Section 4975 of the Code nor taken any action which would constitute or result in a Termination Event with respect to any such Plan which is subject to ERISA, (ix) each Loan Party, each of its Subsidiaries and each member of the Controlled Group has made all contributions due and payable with respect to each Plan, (x) there exists no event described in Section 4043(b) of ERISA, for which the thirty (30) day notice period contained in 29 CFR Section 2615.3 has not been waived, (xi) no Loan Party, nor any such Subsidiary or any member of the Controlled Group has any fiduciary responsibility for investments with respect to any plan existing for the benefit of persons other than employees or former employees of any Loan Party, any such Subsidiary or any member of the Controlled Group, and (xii) no Loan Party, nor any such Subsidiary or any member of the Controlled Group has withdrawn, completely or partially, from any Multiemployer Plan so as to incur liability under the Multiemployer Pension Plan Amendments Act of 1980. Except as disclosed on Schedule 5.10, no Loan Party, nor any Subsidiary thereof or any member of the Controlled Group, maintains an employee welfare benefit plan (within the meaning of Section 3(1) of ERISA) that provides postretirement medical or life insurance benefits to former employees, other than as required under Part 6 of Title I of ERISA. No Loan Party or any Subsidiary thereof has received , in relation to the UK Pension Scheme, a financial support direction or contribution notice from the UK Pensions Regulator (or any written communication of the UK Pensions Regulator indicating an intention to issue any such notice or direction) and no period of assessment by the UK Pension Protection Fund has commenced.

ERISA Compliance. Except as otherwise disclosed in the General Disclosure Package and the Final Offering Memorandum or as would not reasonably be expected to have a Material Adverse Effect, (i) Each “each employee benefit plan” (, within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) , for which the Company or any member of its “Controlled Group” (defined as any organization which is a member of a controlled group of corporations within the meaning of Section 414 of the Internal Revenue Code of 1986, as amended (the “Code”)) would have any liability (each each, a “Plan”) has been maintained in compliance in all material respects with its terms and with the requirements of all any applicable statutes, orders, rules and regulations regulations, including but not limited to ERISA and the Code; (ii) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Plan Plan, excluding transactions effected pursuant to a statutory or administrative exemption; (iii) with respect to for each Plan that is subject to Title IV the funding rules of ERISA Section 412 of the Code or Section 302 of ERISA, no “accumulated funding deficiency” as defined in Section 412 of the Code, whether or not waived, has occurred or is reasonably expected to occur; (Aiv) the fair market value of the assets of each Plan exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan); (v) no “reportable event” (within the meaning of Section 4043(c) of ERISA) has occurred or is reasonably expected to occur that would result in a material loss to the Company, (B) no “accumulated funding deficiency” (within the meaning of Section 302 of ERISA or Section 412 of the Code), whether or not waived, has occurred or is reasonably expected to occur, (C) the fair market value of the assets under each Plan that is required to be funded exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan), ; and (Dvi) neither the Company or nor any member of its the Controlled Group has incurred, or nor reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the Plan or premiums to the Pension Benefit Guaranty Corporation PBGC, in the ordinary course and without default) in respect of a Plan (including a “multiemployer plan”, ,” within the meaning of Section 4001(c)(34001(a)(3) of ERISA); and (iv) each Plan that is intended to be qualified under Section 401(a) of the Code is so qualified and nothing has occurred, to the Company’s knowledge, whether by action or by failure to act, which would cause the loss of such qualification.

ERISA Compliance. 108 [***] = Certain information contained in this document, marked by brackets, has been omitted because it is both not material and would be competitively harmful if publicly disclosed. (ia) Each “employee benefit plan” (within the meaning of Section 3(3) of the Employee Retirement Security Act of 1974, as amended (“ERISA”)) for which the Company or any member of its “Controlled Group” (defined as any organization which Plan is a member of a controlled group of corporations within the meaning of Section 414 of the Internal Revenue Code of 1986, as amended (the “Code”)) would have any liability (each a “Plan”) has been maintained in compliance in all material respects with its terms and with the requirements of all applicable statutes, rules and regulations including ERISA and the Code; (ii) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Plan excluding transactions effected pursuant to a statutory or administrative exemption; (iii) with respect to each Plan subject to Title IV of ERISA (A) no “reportable event” (within the meaning of Section 4043(c) provisions of ERISA) has occurred , the Code and other federal or is reasonably expected to occur that would result in a material loss to the Company, (B) no “accumulated funding deficiency” (within the meaning of Section 302 of ERISA or Section 412 of the Code), whether or not waived, has occurred or is reasonably expected to occur, (C) the fair market value of the assets under each Plan that is required to be funded exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan), and (D) neither the Company or any member of its Controlled Group has incurred, or reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the Plan or premiums to the Pension Benefit Guaranty Corporation in the ordinary course and without default) in respect of a Plan (including a “multiemployer plan”, within the meaning of Section 4001(c)(3) of ERISA); and (iv) each state laws. Each Plan that is intended to be a qualified plan under Section 401(a) of the Code has received a favorable determination letter or is subject to a favorable opinion letter from the IRS to the effect that the form of such Plan is qualified under Section 401(a) of the Code and the trust related thereto has been determined by the Internal Revenue Service to be exempt from federal income tax under Section 501(a) of the Code, or an application for such a letter is so qualified and currently being processed by the IRS. To the knowledge of the Loan Parties, nothing has occurred, to the Company’s knowledge, whether by action occurred that would prevent or by failure to act, which would cause the loss of such qualification.tax-qualified status. (b) There are no pending or, to the knowledge of the Loan Parties, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan that could reasonably be expected to have a Material Adverse Effect. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan that has resulted or could reasonably be expected to result in a Material Adverse Effect. (c) (i) No ERISA Event has occurred, and no Loan Party nor any ERISA Affiliate is aware of any fact, event or circumstance that could reasonably be expected to constitute or result in an ERISA Event with respect to any Pension Plan; (ii) the Loan Parties and each ERISA Affiliate have met all applicable requirements under the Pension Funding Rules in respect of each Pension Plan, and no waiver of the minimum funding standards under the Pension Funding Rules has been applied for or obtained; (iii) as of the most recent valuation date for any Pension Plan, the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) is 60% or higher and no Loan Party or any ERISA Affiliate knows of any facts or circumstances that could reasonably be expected to cause the funding target attainment percentage for any such plan to drop below 60% as of the most recent valuation date; (iv) no Loan Party or any ERISA Affiliate has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due that are unpaid; (v) neither the Loan Parties nor any ERISA Affiliate have engaged in a transaction that could be subject to Section 4069 or Section 4212(c) of ERISA; and (vi) no Pension Plan has been terminated by the plan administrator thereof nor by the PBGC, and no event or circumstance has occurred or exists that could reasonably be expected to cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Pension Plan. (d) Neither the Loan Parties nor any ERISA Affiliate sponsors, maintains, participates in, contributes to, or has any unsatisfied obligation to contribute to, or liability under, any active or terminated Pension Plan or Multiemployer Plan. Section 5.13

ERISA Compliance. (i) Each “employee benefit plan” (, within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) , for which the Company or any member of its “Controlled Group” (defined as including any organization which entity, whether or not incorporated, that is a member of a controlled group of corporations under common control with the Company within the meaning of Section 414 4001(a)(14) of ERISA or that would be regarded as a single employer with the Company under Section 414(b),(c),(m) or (o) of the Internal Revenue Code of 1986, as amended (the “Code”)) would have any liability (each each, a “Plan”) has been maintained in compliance in all material respects with its terms and with the requirements of all any applicable statutes, orders, rules and regulations regulations, including but not limited to ERISA and the Code, except for noncompliance that would not reasonably be expected to result in material liability to the Company; (ii) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Plan Plan, excluding transactions effected pursuant to a statutory or administrative exemption; (iii) with respect no Plan has failed, or is reasonably expected to each Plan subject fail, to Title IV satisfy the minimum funding standards (within the meaning of Section 302 of ERISA or Section 412 of the Code) applicable to such Plan (Awhether or not waived); (iv) no Plan is, or is reasonably expected to be, in “at risk status” (within the meaning of Section 303(i) of ERISA) and no Plan that is a “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA is in “endangered status” or “critical status” (within the meaning of Sections 304 and 305 of ERISA); (v) no “reportable event” (within the meaning of Section 4043(c) of ERISAERISA and the regulations promulgated thereunder) has occurred or is reasonably expected to occur that would result in a material loss to the Company, occur; (Bvi) no “accumulated funding deficiency” (within the meaning of Section 302 of ERISA or Section 412 of the Code), whether or not waived, has occurred or is reasonably expected to occur, (C) the fair market value of the assets under each Plan that is required intended to be funded exceeds qualified under Section 401(a) of the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan)Code is so qualified, and to the Company’s knowledge, nothing has occurred, whether by action or by failure to act, which would cause the loss of such qualification; (Dvii) neither the Company or nor any member of its the Controlled Group has incurred, or nor reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the Plan or premiums to the Pension Benefit Guaranty Corporation Guarantee Corporation, in the ordinary course and without default) in respect of a Plan (including a “multiemployer plan”, ” within the meaning of Section 4001(c)(34001(a)(3) of ERISA); and (ivviii) each Plan that none of the following events has occurred or is intended reasonably likely to occur: (A) a material increase in the aggregate amount of contributions required to be qualified under Section 401(a) made to all Plans by the Company or its Controlled Group affiliates in the current fiscal year of the Code is so qualified Company and nothing has occurred, its Controlled Group affiliates compared to the amount of such contributions made in the Company’s knowledge, whether by action and its Controlled Group affiliates’ most recently completed fiscal year; or by failure (B) a material increase in the Company’s “accumulated post-retirement benefit obligations” (within the meaning of Accounting Standards Codification Topic 715-60) compared to act, which would cause the loss amount of such qualification.obligations in the Company’s most recently completed fiscal year, except in each case with respect to the events or conditions set forth in (i) through (viii) hereof, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect;

ERISA Compliance. (iA) Each “employee benefit plan” (, within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) , for which the Company or any member of its “Controlled Group” (defined as any organization which entity, whether or not incorporated, that is a member of a controlled group of corporations under common control with the Company within the meaning of Section 414 4001(a)(14) of ERISA or any entity that would be regarded as a single employer with the Company under Section 414(b),(c),(m) or (o) of the Internal Revenue Code of 1986, as amended (the “Code”)) would have any liability (each each, a “Plan”) has been maintained in compliance in all material respects with its terms and with the requirements of all any applicable statutes, orders, rules and regulations regulations, including but not limited to ERISA and the Code; (iiB) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Plan Plan, excluding transactions effected pursuant to a statutory or administrative exemption; (iiiC) with respect to each Plan none of the Plans are subject to Title IV the funding rules of ERISA Section 412 of the Code or Section 302 of ERISA; (AD) no none of the Plans are “reportable eventmultiemployer plans” (within the meaning of Section 4043(c4001(a)(3) of ERISA) has occurred or is reasonably expected to occur that would result in a material loss to the Company, (B) no “accumulated funding deficiency” (within the meaning of Section 302 of ERISA or Section 412 of the Code), whether or not waived, has occurred or is reasonably expected to occur, (C) the fair market value of the assets under each Plan that is required to be funded exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan), and (D) neither the Company or any member of its Controlled Group has incurred, or reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the Plan or premiums to the Pension Benefit Guaranty Corporation in the ordinary course and without default) in respect of a Plan (including a “multiemployer plan”, within the meaning of Section 4001(c)(3) of ERISA); and (ivE) each Plan that is intended to be qualified under Section 401(a) of the Code is so qualified qualified, and nothing has occurred, to the Company’s knowledge, whether by action or by failure to act, which would cause the loss of such qualification; (F) neither the Company nor any member of the Controlled Group has incurred, nor reasonably expects to incur, any liability under Title IV of ERISA in respect of a Plan; and (G) an increase in the aggregate amount of contributions required to be made to all Plans by the Company or its Controlled Group affiliates in the current fiscal year of the Company and its Controlled Group affiliates compared to the amount of such contributions made in the Company’s and its Controlled Group affiliates’ most recently completed fiscal year has not occurred and is not reasonably likely to occur, except in each case in clauses (A) through (G) hereof, as would not, individually or in the aggregate, have a Material Adverse Effect.]

ERISA Compliance. (i) Each “employee benefit plan” (, within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) , for which the Company or any member of its the Company’s “Controlled Group” (defined as any organization which is a member of a controlled group of corporations within the meaning of Section 414 of the Internal Revenue Code of 1986, as amended (the “Code”)) would have any liability (each each, a “Plan”) ), has been maintained in compliance in all material respects with its terms and with the requirements of all any applicable statutes, orders, rules and regulations regulations, including but not limited to ERISA and the Code, except for noncompliance that has not resulted in or could not reasonably be expected to result in material liability to the Company or its subsidiaries; (ii) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Plan Plan, excluding transactions effected pursuant to a statutory or administrative exemption, that has resulted in or could reasonably be expected to result in material liability to the Company or its subsidiaries; (iii) with respect to for each Plan that is subject to Title IV the funding rules of ERISA Section 412 of the Code or Section 302 of ERISA, the minimum funding standard of Section 412 of the Code or Section 302 of ERISA, as applicable, has been satisfied (Awithout taking into account any waiver thereof or extension of any amortization period) and is reasonably expected to be satisfied in the future (without taking into account any waiver thereof or extension of any amortization period); (iv) except as otherwise disclosed in the Offering Memorandum, the fair market value of the assets of each Plan that is required to be funded by applicable law exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan); (v) no “reportable event” (within the meaning of Section 4043(c) of ERISA) has occurred or is reasonably expected to occur that would result either has resulted, or could reasonably be expected to result, in a material loss liability to the Company, (B) no “accumulated funding deficiency” (within the meaning of Section 302 of ERISA Company or Section 412 of the Code), whether or not waived, has occurred or is reasonably expected to occur, (C) the fair market value of the assets under each Plan that is required to be funded exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan), its subsidiaries; and (Dvi) neither none of the Company or any member of its the Controlled Group has incurred, or nor reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the Plan or premiums to the Pension Benefit Guaranty Corporation Corporation, in the ordinary course and without default) in respect of a Plan (including a “multiemployer plan”, ,” within the meaning of Section 4001(c)(34001(a)(3) of ERISA); and (iv) each Plan that is intended to be qualified under Section 401(a) of the Code is so qualified and nothing has occurred, to the Company’s knowledge, whether by action or by failure to act, which would cause the loss of such qualification.

ERISA Compliance. (i) Each Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) each “employee benefit plan” (within the meaning of Section 3(3) of the Employee Retirement Security Act of 1974, as amended (“ERISA”)) for which the Company or any member of its “Controlled Group” (defined as any organization which is a member of a controlled group of corporations within the meaning of Section 414 of the Internal Revenue Code of 1986, as amended (the “Code”)) would have any liability (each a “Plan”) has been maintained in compliance in all material respects with its terms and with the requirements of all applicable statutes, rules and regulations including ERISA and the Code; (ii) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Plan excluding transactions effected pursuant to a statutory or administrative exemption; (iii) with respect to each Plan subject to Title IV of ERISA (A) no “reportable event” (within the meaning of Section 4043(c) of ERISA) has occurred or is reasonably expected to occur that would result in a material loss to the Company, (B) no “accumulated funding deficiency” (within the meaning of Section 302 of ERISA or Section 412 of the Code), whether or not waived, has occurred or is reasonably expected to occur, (C) the fair market value of the assets under each Plan that is required to be funded exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan), and (D) neither the Company or any member of its Controlled Group has incurred, or reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the Plan or premiums to the Pension Benefit Guaranty Corporation in the ordinary course and without default) in respect of a Plan (including a “multiemployer plan”, within the meaning of Section 4001(c)(3) of ERISA); and (iv) each Plan that is intended to be qualified under Section 401(a) of the Code is so qualified and nothing has occurred, to the Company’s knowledge, whether by action or by failure to act, which would cause the loss of such qualification.. (xxxiv)

ERISA Compliance. Except as would not reasonably be expected to result in a Material Adverse Change (iA) Each the Partnership Entities and any “employee benefit plan” (within the meaning of as defined in Section 3(3) of the Employee Retirement Income Security Act of 19741974 (as amended, “ERISA,” which term, as amended used herein, includes the regulations and published interpretations thereunder) established or maintained by any of the Partnership Entities or their ERISA Affiliates (as defined below) are in compliance with ERISA and, to the knowledge of the Partnership Parties, each “ERISA”)) for which the Company or any member of its “Controlled Groupmultiemployer plan” (as defined as in Section 4001 of ERISA) to which any organization which is a member of a controlled group of corporations within the meaning of Section 414 of the Internal Revenue Code of 1986, as amended Partnership Entities or an ERISA Affiliate contributes (the “Code”)) would have any liability (each a “Multiemployer Plan”) has been maintained is in compliance in all material respects with its terms and with the requirements of all applicable statutesERISA, rules and regulations including ERISA and the Code; (ii) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Plan excluding transactions effected pursuant to a statutory or administrative exemption; (iii) with respect to each Plan subject to Title IV of ERISA (AB) no “reportable event” (within the meaning of as defined in Section 4043(c) of ERISA, except that reportable event shall not include reportable events for which notice or reporting requirements have been waived) has occurred or is reasonably expected to occur that would result in a material loss with respect to the Company, (B) no any “accumulated funding deficiencyemployee benefit plan” (within the meaning of Section 302 of ERISA established or Section 412 maintained by any of the Code), whether Partnership Entities or not waived, has occurred or is reasonably expected to occurany of their ERISA Affiliates, (C) the fair market value no “single-employer plan” (as defined in Section 4001 of ERISA) established or maintained by any of the assets under each Plan that Partnership Entities or any of their ERISA Affiliates, is required currently contemplated to be funded exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan)terminated, and (D) neither none of the Company or Partnership Entities nor any member of its Controlled Group has incurred, their ERISA Affiliates have incurred or reasonably expects expect to incur, incur any liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “employee benefit plan” or (other than contributions to ii) Sections 412, 4971, 4975 or 4980B of the Plan or premiums to the Pension Benefit Guaranty Corporation in the ordinary course and without defaultCode (as defined below) in respect of a Plan (including a “multiemployer plan”, within the meaning of Section 4001(c)(3) of ERISA); and (ivE) each Plan “employee benefit plan” established or maintained by any of the Partnership Entities or any of their ERISA Affiliates that is intended to be qualified under Section 401(a) 401 of the Code is so qualified and has timely applied for or received a determination letter from the Internal Revenue Service and, to the knowledge of the Partnership Parties, nothing has occurred, to the Company’s knowledge, whether by action or by failure to act, which would is likely to cause the loss of such qualification. “ERISA Affiliate” means, with respect to any of the Partnership Entities, any member of any group of organizations described in Section 414 of the Internal Revenue Code of 1986 (as amended, the “Code,” which term, as used herein, includes the regulations and published interpretations thereunder) of which any of the Partnership Entities is a member.

ERISA Compliance. Except as would not have a Material Adverse Change, (i) Each neither (A) a non-exempt “employee benefit planprohibited transaction” (within the meaning of as defined in Section 3(3) 406 of the Employee Retirement Income Security Act of 1974, as amended amended, (“ERISA”)) for which the Company , or any member of its “Controlled Group” (defined as any organization which is a member of a controlled group of corporations within the meaning of in Section 414 4975 of the Internal Revenue Code of 1986, as amended (the “Code”)), nor (B) would have a failure to satisfy the minimum funding standard under Section 412 of the Code or 302 of ERISA, whether or not waived, nor (C) any liability of the events set forth in Section 4043(c) of ERISA or the regulations issued thereunder (each other than events with respect to which the 30-day notice requirement under Section 4043 of ERISA has been waived by regulation) has occurred, exists or is reasonably expected to occur with respect to any “employee benefit plan” (as defined in Section 3(3) of ERISA), other than a “multiemployer plan” (as defined in Section 4001(a)(3) of ERISA) which the Company or any of its subsidiaries maintains, contributes to or has any obligation to contribute to, or with respect to which the Company or any of its subsidiaries has any liability, direct or indirect, contingent or otherwise (a “Plan”); (ii) has been maintained each Plan is in compliance in all material respects with its terms and with the requirements of all applicable statuteslaw, rules and regulations including ERISA and the Code; (ii) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Plan excluding transactions effected pursuant to a statutory or administrative exemption; (iii) with respect to each Plan subject to Title IV none of ERISA (A) no “reportable event” (within the meaning of Section 4043(c) of ERISA) has occurred or is reasonably expected to occur that would result in a material loss to the Company, (B) no “accumulated funding deficiency” (within the meaning of Section 302 of ERISA or Section 412 of the Code), whether or not waived, has occurred or is reasonably expected to occur, (C) the fair market value of the assets under each Plan that is required to be funded exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan), and (D) neither the Company or any member of its Controlled Group subsidiaries has incurred, incurred or reasonably expects to incur, any incur liability under Title IV of ERISA (other than contributions with respect to the Plan termination of, or premiums to the Pension Benefit Guaranty Corporation in the ordinary course and without default) in respect of a withdrawal from, any Plan (including a under Section 4062(e) of ERISA) or “multiemployer plan”, within the meaning of ” (as defined in Section 4001(c)(34001(a)(3) of ERISA), nor does the Company or any of its subsidiaries have any potential withdrawal liability arising from a transaction described in Section 4204 of ERISA; and (iv) with respect to each Plan that is intended to be qualified under Section 401(a) of the Code Code, the sponsor of such Plan (or, if applicable, the sponsor of the prototype or volume submitter plan upon which such Plan is so based) has received a determination letter or opinion letter from the Internal Revenue Service to the effect that the form of such plan is qualified and under Section 401(a) of the Code, and, to the knowledge of the Company, nothing has occurred, to the Company’s knowledge, whether by action or by failure to act, which would could reasonably be expected to cause the loss of such qualification.

ERISA Compliance. (i) Each “Except as otherwise disclosed in the Prospectus, each employee benefit plan” (, within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) , for which the Company Company, any of its subsidiaries or any member of its “Controlled Group” (defined as any organization which entity, whether or not incorporated, that is a member of a controlled group of corporations under common control with the Company within the meaning of Section 414 4001(a)(14) of ERISA or any entity that would be regarded as a single employer with the Company under Section 414(b),(c),(m) or (o) of the Internal Revenue Code of 1986, as amended (the “Code”)) would have any liability (each each, a “Plan”) has been maintained in compliance in all material respects with its terms and with the requirements of all any applicable statutes, orders, rules and regulations including regulations, including, but not limited to, ERISA and the Internal Revenue Code of 1986, as amended (the “Code”); (ii) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Plan Plan, excluding transactions effected pursuant to a statutory or administrative exemption; (iii) with respect to for each Plan that is subject to Title IV of ERISA (A) no “reportable event” (within the meaning funding rules of Section 4043(c) 412 of the Code or Section 302 of ERISA) , no Plan has occurred failed (whether or not waived), or is reasonably expected to occur that would result in a material loss fail, to satisfy the Company, (B) no “accumulated minimum funding deficiency” standards (within the meaning of Section 302 of ERISA or Section 412 of the Code)) applicable to such Plan; (iv) no Plan is, whether or not waived, has occurred or is reasonably expected to occurbe, in “at risk status” (Cwithin the meaning of Section 303(i) of ERISA) and no Plan that is a “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA is in “endangered status” or “critical status” (within the meaning of Sections 304 and 305 of ERISA); (v) the fair market value of the assets under of each Plan that is required to be funded exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan); (vi) no “reportable event” (within the meaning of Section 4043(c) of ERISA and the regulations promulgated thereunder) has occurred or is reasonably expected to occur; (vii) each Plan that is intended to be qualified under Section 401(a) of the Code is so qualified, and nothing has occurred, whether by action or by failure to act, which would cause the loss of such qualification; (Dviii) neither the Company or nor any member of its the Controlled Group has incurred, or nor reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the Plan or premiums to the Pension Benefit Guaranty Corporation Guarantee Corporation, in the ordinary course and without default) in respect of a Plan (including a “multiemployer plan”, ” within the meaning of Section 4001(c)(34001(a)(3) of ERISA); and (ivix) each Plan that none of the following events has occurred or is intended reasonably likely to occur: (A) a material increase in the aggregate amount of contributions required to be qualified under Section 401(a) made to all Plans by the Company or its Controlled Group affiliates in the current fiscal year of the Code is so qualified and nothing has occurred, Company or its Controlled Group affiliates compared to the amount of such contributions made in the Company’s knowledge, whether by action or by failure its Controlled Group affiliates’ most recently completed fiscal year; or (B) a material increase in the Company and its subsidiaries’ “accumulated post-retirement benefit obligations” (within the meaning of Accounting Standards Codification Topic 715-60) compared to act, which would cause the loss amount of such qualificationobligations in the Company and its and their subsidiaries’ most recently completed fiscal year, except in each case with respect to the events or conditions set forth in (i) through (ix) hereof, as would not, individually or in the aggregate, result in a Material Adverse Change.

ERISA Compliance. (i) Each The Company and its subsidiaries and any “employee benefit planEmployee Benefit Plan” (within the meaning of Section 3(3) of as defined under the Employee Retirement Income Security Act of 1974, as amended amended, and the regulations and published interpretations promulgated thereunder (collectively, “ERISA”)) for which the Company Company, its subsidiaries or any member of its or their “Controlled GroupERISA Affiliates” (as defined as below) would have any organization which is liability (each, a member “Plan”) are in compliance in all material respects with ERISA and each Plan has been maintained in compliance with its terms and the requirements of a controlled group of corporations within the meaning of Section 414 of any applicable statutes, orders, rules and regulations, including but not limited to, ERISA and the Internal Revenue Code of 1986, as amended amended, and the regulations and published interpretations thereunder (the “Code”)) would have any liability (each a . “Plan”) has been maintained in compliance in all material respects with its terms and with the requirements of all applicable statutesERISA Affiliate” means, rules and regulations including ERISA and the Code; (ii) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to the Company, any Plan excluding transactions effected pursuant to member of any group of organizations described in Sections 414(b), (c), (m) or (o) of the Code of which the Company or such subsidiary is a statutory or administrative exemption; (iii) with respect to each Plan subject to Title IV of ERISA (A) no member. No “reportable event” (within the meaning of Section 4043(c) of as defined under ERISA) has occurred or is reasonably expected to occur that with respect to any Plan. No Plan, if such Plan were terminated, would result in a material loss to the Company, (B) no have any “accumulated funding deficiencyamount of unfunded benefit liabilities” (within the meaning of Section 302 of ERISA or Section 412 of the Codeas defined under ERISA), whether or not waived, has occurred or is reasonably expected to occur, (C) as the fair market value of the assets under each Plan that is required to be funded (excluding for these purposes accrued but unpaid contributions) exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan). Neither the Company, and (D) neither the Company or its subsidiaries nor any member of its Controlled Group or their ERISA Affiliates has incurred, incurred or reasonably expects to incur, incur any obligation or liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any Plan, (other than contributions to ii) Sections 412 and 430, 4971, 4975 or 4980B of the Plan Code or premiums to the Pension Benefit Guaranty Corporation in the ordinary course (iii) Sections 302 and without default) in respect of a Plan (including a “multiemployer plan”303, within the meaning of Section 4001(c)(3) 406, 4063 and 4064 of ERISA); and (iv) each . Each Plan that is intended to be qualified under Section 401(a) of the Code is so qualified and nothing has occurred, to the Company’s knowledge, whether by action or by failure to act, which would cause the loss of such qualification. There is no pending audit or investigation by the Internal Revenue Service, the U.S. Department of Labor, the Pension Benefit Guaranty Corporation or any other governmental or foreign regulatory entity or agency with respect to any Plan that could reasonably be expected to result in liability to the Company or any of its subsidiaries. Neither the Company nor any of its subsidiaries have any “accumulated post-retirement benefit obligations” (within the meaning of Statement of Financial Accounting Standards 106).

ERISA Compliance. (i) Each The Company and its subsidiaries and any “employee benefit planEmployee Benefit Plan” (within the meaning of Section 3(3) of as defined under the Employee Retirement Income Security Act of 1974, as amended amended, and the regulations and published interpretations promulgated thereunder (collectively, “ERISA”)) for which the Company Company, its subsidiaries or any member of its or their “Controlled GroupERISA Affiliates” (as defined as below) would have any organization which is liability (each, a member “Plan”) are in compliance in all material respects with ERISA and each Plan has been established and maintained in compliance with its terms and the requirements of a controlled group of corporations within the meaning of Section 414 of any applicable statutes, orders, rules and regulations, including but not limited to, ERISA and the Internal Revenue Code of 1986, as amended amended, and the regulations and published interpretations thereunder (the “Code”)) would have any liability (each a . “Plan”) has been maintained in compliance in all material respects with its terms and with the requirements of all applicable statutesERISA Affiliate” means, rules and regulations including ERISA and the Code; (ii) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to the Company, any Plan excluding transactions effected pursuant to member of any group of organizations described in Sections 414(b), (c), (m) or (o) of the Code of which the Company or such subsidiary is a statutory or administrative exemption; (iii) with respect to each Plan subject to Title IV of ERISA (A) no member. No “reportable event” (within the meaning of Section 4043(c) of as defined under ERISA) has occurred or is reasonably expected to occur that with respect to any Plan. No Plan, if such Plan were terminated, would result in a material loss to the Company, (B) no have any “accumulated funding deficiencyamount of unfunded benefit liabilities” (within the meaning of Section 302 of ERISA or Section 412 of the Codeas defined under ERISA), whether or not waived, has occurred or is reasonably expected to occur, (C) as the fair market value of the assets under each Plan that is required to be funded (excluding for these purposes accrued but unpaid contributions) exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan). Neither the Company, and (D) neither the Company or its subsidiaries nor any member of its Controlled Group or their ERISA Affiliates has incurred, incurred or reasonably expects to incur, incur any obligation or liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any Plan, (other than contributions to ii) Sections 412 and 430, 4971, 4975 or 4980B of the Plan Code or premiums to the Pension Benefit Guaranty Corporation in the ordinary course (iii) Sections 302 and without default) in respect of a Plan (including a “multiemployer plan”303, within the meaning of Section 4001(c)(3) 406, 4063 and 4064 of ERISA); and (iv) each . Each Plan that is intended to be qualified under Section 401(a) of the Code is so qualified and nothing has occurred, to the Company’s knowledge, whether by action or by failure to act, which would cause the loss of such qualification. There is no pending audit or investigation by the Internal Revenue Service, the U.S. Department of Labor, the Pension Benefit Guaranty Corporation or any other Governmental Authority with respect to any Plan that could reasonably be expected to result in liability to the Company or any of its subsidiaries. Neither the Company nor any of its subsidiaries have any “accumulated post-retirement benefit obligations” (within the meaning of Statement of Financial Accounting Standards 106).

ERISA Compliance. Except as would not reasonably be expected to result in a Material Adverse Change, (i) Each “each employee benefit plan” (, within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“"ERISA”")) , for which the Company or any member of its “"Controlled Group” " (defined as any organization which is a member of a controlled group of corporations within the meaning of Section 414 of the Internal Revenue Code of 1986, as amended (the “Code”)) would have any liability (each each, a “"Employee Benefit Plan”") has been maintained in compliance in all material respects with its terms and with the requirements of all applicable statutes, rules and regulations including ERISA and the Code; (ii) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Plan Employee Benefit Plan, excluding transactions effected pursuant to a statutory or administrative exemption; (iii) with respect to for each Employee Benefit Plan that is subject to Title IV the funding rules of ERISA Section 412 of the Code or Section 302 of ERISA, the minimum funding standard of Section 412 of the Code or Section 302 of ERISA, as applicable, has been satisfied (Awithout taking into account any waiver thereof or extension of any amortization period) and is reasonably expected to be satisfied in the future (without taking into account any waiver thereof or extension of any amortization period); (iv) to the extent applicable to an Employee Benefit Plan, the fair market value of the assets of each Employee Benefit Plan exceeds the present value of all benefits accrued under such Employee Benefit Plan (determined based on those assumptions used to fund such Employee Benefit Plan); (v) no “"reportable event” " (within the meaning of Section 4043(c) of ERISA) has occurred or is reasonably expected to occur that would result in a material loss to the Company, occur; (B) no “accumulated funding deficiency” (within the meaning of Section 302 of ERISA or Section 412 of the Code), whether or not waived, has occurred or is reasonably expected to occur, (C) the fair market value of the assets under each Plan that is required to be funded exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan), and (Dvi) neither the Company or nor any member of its the Controlled Group has incurred, or nor reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the Employee Benefit Plan or premiums to the Pension Benefit Guaranty Corporation PBGC, in the ordinary course and without default) in respect of a an Employee Benefit Plan (including a “"multiemployer plan”", within the meaning of Section 4001(c)(34001(a)(3) of ERISA); and (ivvii) each Plan that to the knowledge of the Company, there is intended no pending audit or investigation by the Internal Revenue Service, the U.S. Department of Labor, the Pension Benefit Guaranty Corporation or any other governmental agency or any foreign regulatory agency with respect to any Employee Benefit Plan. Any certificate signed by an officer of the Company and delivered to Xxxxx or to counsel for Xxxxx shall be deemed to be qualified under Section 401(a) a representation and warranty by the Company to Xxxxx as to the matters set forth therein. The Company acknowledges that Xxxxx and, for purposes of the Code is so qualified and nothing has occurredopinions to be delivered pursuant to Section 7 hereof, counsel to the Company’s knowledgeCompany and counsel to Xxxxx, whether by action or by failure will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to act, which would cause the loss of such qualificationreliance.

ERISA Compliance. (i) Each “employee benefit plan” (, within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“"ERISA”")) , for which TIP or the Company, TISPH or any Subsidiary of the Company or any (in each case, to the extent a member of its “"Controlled Group” " (defined as any organization which is a member required to be aggregated with TIP, the Company, TISPH or any Subsidiary of a controlled group of corporations within the meaning of Company under Section 414 of the Internal Revenue Code of 1986, as amended (the “Code”)) would have any liability (each each, a “"Plan”") has been maintained in compliance in all material respects with its terms and with the requirements of all any applicable statutes, orders, rules and regulations including regulations, including, but not limited to, ERISA and the Code, in all material respects; (ii) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Plan (excluding transactions effected pursuant to a statutory or administrative exemption); (iii) with respect to for each Plan that is subject to Title IV the funding rules of ERISA (A) Section 412 of the Code or Section 302 of ERISA, no “reportable event” (failure to satisfy any minimum funding standard within the meaning of Section 4043(c) of ERISA) has occurred or is reasonably expected to occur that would result in a material loss to the Company, (B) no “accumulated funding deficiency” (within the meaning of Section 302 of ERISA or Section 412 of the Code), whether or not waived, has occurred or is reasonably expected to occur, ; (Civ) the fair market value of the assets under of each Plan that is required to be funded exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan), ; (v) no "reportable event" (within the meaning of Section 4043(c) of ERISA) has occurred or is reasonably expected to occur with respect to any Plan; and (Dvi) neither TIP nor the Company, TISPH or any Subsidiary of the Company (or any member of its the Controlled Group Group) has incurred, or nor reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the Plan or premiums to the Pension Benefit Guaranty Corporation PBGC, in the ordinary course and without default) in respect of a Plan (including a “"multiemployer plan”, ," within the meaning of Section 4001(c)(34001(a)(3) of ERISA); and (iv) each Plan that is intended to be qualified under Section 401(a) of the Code is so qualified and nothing has occurred, to the Company’s knowledge, whether by action or by failure to act, which would cause the loss of such qualification.;

ERISA Compliance. (i) Each The Company and its subsidiaries and any “employee benefit planEmployee Benefit Plan” (within the meaning of Section 3(3) of as defined under the Employee Retirement Income Security Act of 1974, as amended amended, and the regulations and published interpretations promulgated thereunder (collectively, “ERISA”)) for which the Company Company, its subsidiaries or any member of its or their “Controlled GroupERISA Affiliates” (as defined as below) could reasonably be expected to have any organization which is liability (each, a member “Plan”) are in compliance in all material respects with ERISA and each Plan has been established and maintained in compliance with its terms and the requirements of a controlled group of corporations within the meaning of Section 414 of any applicable statutes, orders, rules and regulations, including but not limited to, ERISA and the Internal Revenue Code of 1986, as amended amended, and the regulations and published interpretations thereunder (the “Code”)) would have any liability (each a . “Plan”) has been maintained in compliance in all material respects with its terms and with the requirements of all applicable statutesERISA Affiliate” means, rules and regulations including ERISA and the Code; (ii) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to the Company, any Plan excluding transactions effected pursuant to member of any group of organizations described in Sections 414(b), (c), (m) or (o) of the Code of which the Company or such subsidiary is a statutory or administrative exemption; (iii) with respect to each Plan subject to Title IV of ERISA (A) no member. No “reportable event” (within the meaning of Section 4043(c) of as defined under ERISA) has occurred or is 12 reasonably expected to occur that with respect to any Plan. No Plan, if such Plan were terminated, would result in a material loss to the Company, (B) no have any “accumulated funding deficiencyamount of unfunded benefit liabilities” (within the meaning of Section 302 of ERISA or Section 412 of the Codeas defined under ERISA), whether or not waived, has occurred or is reasonably expected to occur, (C) as the fair market value of the assets under each Plan that is required to be funded (excluding for these purposes accrued but unpaid contributions) exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan). Neither the Company, and (D) neither the Company or its subsidiaries nor any member of its Controlled Group or their ERISA Affiliates has incurred, incurred or reasonably expects to incur, incur any obligation or liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any Plan, (other than contributions to ii) Sections 412 and 430, 4971, 4975 or 4980B of the Plan Code or premiums to the Pension Benefit Guaranty Corporation in the ordinary course (iii) Sections 302 and without default) in respect of a Plan (including a “multiemployer plan”303, within the meaning of Section 4001(c)(3) 406, 4063 and 4064 of ERISA); and (iv) each . Each Plan that is intended to be qualified under Section 401(a) of the Code is so qualified and nothing has occurred, to the Company’s knowledge, whether by action or by failure to act, which would reasonably be expected to cause the loss of such qualification. There is no pending audit or investigation by the Internal Revenue Service, the U.S. Department of Labor, the Pension Benefit Guaranty Corporation or any other Governmental Authority with respect to any Plan that could reasonably be expected to result in liability to the Company or any of its subsidiaries. Neither the Company nor any of its subsidiaries have any “accumulated post-retirement benefit obligations” (within the meaning of Statement of Financial Accounting Standards 106).

ERISA Compliance. (i) Each “employee benefit plan” (within the meaning of as defined under Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended amended, and the regulations promulgated thereunder (collectively, “ERISA”)) for which established, maintained, administered or contributed to by the Company or any member of its subsidiaries (an “Controlled Group” (defined as any organization which Employee Benefit Plan”) is a member of a controlled group of corporations within the meaning of Section 414 of in compliance in all material respects with all applicable statutes, rules and regulations, including ERISA and the Internal Revenue Code of 1986, as amended amended, and the regulations and published interpretations thereunder (the “Code”)) would have any liability (each a “Plan”) has been maintained in compliance in all material respects with its terms and with the requirements of all applicable statutes, rules and regulations including ERISA and the Code; (ii) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Plan excluding transactions effected pursuant to a statutory or administrative exemption; (iii) with respect to each Plan subject to Title IV of ERISA (A) no . No “reportable event” (within the meaning of as defined under ERISA Section 4043(c) of ERISA)) has occurred or is reasonably expected to occur that would result in a material loss with respect to any Pension Plan (as defined below). For each Employee Benefit Plan established, maintained, administered or contributed to by the Company, its subsidiaries or any of their ERISA Affiliates (Bas defined below) no “accumulated that is subject to the funding deficiency” (within rules of Section 412 of the meaning of Code or Section 302 of ERISA or (a “Pension Plan”), the minimum funding standard of Section 412 of the Code)Code or Section 302 of ERISA, whether or not waivedas applicable, has occurred been satisfied in all material respects (without taking into account any waiver thereof or extension of any amortization period) and, to the knowledge of the Company, is reasonably expected to occurbe satisfied during the term of this Agreement in all material respects (without taking into account any waiver thereof or extension of any amortization period). Except as would not reasonably be expected to result in material liability to the Company if any such underfunding were required to be paid currently in a lump sum, (C) the fair market value of the assets under each Pension Plan that is required to be funded exceeds the present value of all benefits accrued under such Pension Plan (determined based on those assumptions used to fund such Pension Plan). Neither the Company, and (D) neither the Company or its subsidiaries nor any member of its Controlled Group their ERISA Affiliates has incurred, incurred or reasonably expects to incur, incur any material liability under (i) Title IV of ERISA (other than contributions to the a Pension Plan or premiums to the Pension Benefit Guaranty Corporation PBGC, in the ordinary course of business and without default) in respect of a Pension Plan (including a “multiemployer plan”, within the meaning of Section 4001(c)(34001(a)(3) of ERISA) or (ii); and (iv) each Plan that is intended to be qualified under Section 401(a) of the Code is so qualified and nothing has occurred, to the Company’s knowledge, whether by action or by failure to act, which would cause the loss of such qualification.

ERISA Compliance. Except as would not result in a Material Adverse Effect: (i) Each each “employee benefit plan” (within the meaning of Section 3(3) of the Employee Retirement Security Act of 1974, as amended (“ERISA”)) for which the Company or any member of its “Controlled Group” (defined as any organization which is a member of a controlled group of corporations within the meaning of Section 414 of the Internal Revenue Code of 1986, as amended (the “Code”)) would have any liability (each each, a “Plan”) has been maintained in compliance in all material respects with its terms and with the requirements of all applicable statutes, rules and regulations including ERISA and the Code; (ii) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Plan Plan, excluding transactions effected pursuant to a statutory or administrative exemption; (iii) with respect to each Plan subject to Title IV of ERISA (A) no “reportable event” (within the meaning of Section 4043(c) of ERISA) has occurred or is reasonably expected to occur that would result in a material loss to the Company, (B) no “accumulated funding deficiency” (within the meaning of Section 302 of ERISA or Section 412 of the Code), whether or not waived, has occurred or is reasonably expected to occur, (C) the fair market value of the assets under each Plan that is required to be funded exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan), and (D) neither the Company or any member of its Controlled Group has incurred, or reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the Plan or premiums to the Pension Benefit Guaranty Corporation in the ordinary course and without default) in respect of a Plan (including a “multiemployer plan”, within the meaning of Section 4001(c)(3) of ERISA); and (iv) each Plan that is intended to be qualified under Section 401(a) of the Code is so qualified and nothing has occurred, to the Company’s knowledge, whether by action or by failure to act, which would cause the loss of such qualification.

ERISA Compliance. (iA) Each “employee benefit plan” (, within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) , for which the Company or any member of its “Controlled Group” (defined as any organization which is a member of a controlled group of corporations within the meaning of Section 414 of the Internal Revenue Code of 1986, as amended (the “Code”)) would have any liability (each each, a “Plan”) has been maintained in compliance in all material respects with its terms and with the requirements of all any applicable statutes, orders, rules and regulations regulations, including but not limited to ERISA and the Code; (iiB) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Plan excluding transactions effected pursuant to a statutory or administrative exemption; (iiiC) with respect to for each Plan that is subject to Title IV the funding rules of Section 412 of the Code or Section 302 of ERISA, no Plan has failed (whether or not waived), or is reasonably expected to fail, to satisfy the minimum funding standards (within the meaning of Section 302 of ERISA or Section 412 of the Code) applicable to such Plan; (AD) no Plan is, or is reasonably expected to be, in “at risk status” (within the meaning of Section 303(i) of ERISA) or “endangered status” or “critical status” (within the meaning of Section 305 of ERISA); (E) the fair market value of the assets of each Plan exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan); (F) no “reportable event” (within the meaning of Section 4043(c) of ERISA) has occurred or is reasonably expected to occur that would result in a material loss to the Company, occur; (BG) no “accumulated funding deficiency” (within the meaning of Section 302 of ERISA or Section 412 of the Code), whether or not waived, has occurred or is reasonably expected to occur, (C) the fair market value of the assets under each Plan that is required intended to be funded exceeds qualified under Section 401(a) of the present value Code is so qualified and nothing has occurred, whether by action or by failure to act, which would cause the loss of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan), qualification and (DH) neither the Company or nor any member of its the Controlled Group has incurred, or nor reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the Plan or premiums to the Pension Benefit Guaranty Corporation PBGC, in the ordinary course and without default) in respect of a Plan (including a “multiemployer plan”, within the meaning of Section 4001(c)(34001(a)(3) of ERISA); and (iv) , except in each Plan that is intended to be qualified under Section 401(a) of the Code is so qualified and nothing has occurred, case with respect to the Company’s knowledgeevents or conditions set forth in (A) through (H) hereof, whether by action as would not, singly or by failure to actin the aggregate, which would cause the loss of such qualificationhave a Material Adverse Effect.

ERISA Compliance. Except as would not reasonably be expected to result in a Material Adverse Change (i) Each the Partnership Entities and any “employee benefit plan” (within the meaning of as defined in Section 3(3) of the Employee Retirement Income Security Act of 19741974 (as amended, “ERISA,” which term, as amended used herein, includes the regulations and published interpretations thereunder) established or maintained by any of the Partnership Entities or their ERISA Affiliates (as defined below) are in compliance with ERISA and, to the knowledge of the Partnership Parties, each “ERISA”)) for which the Company or any member of its “Controlled Groupmultiemployer plan” (as defined as in Section 4001 of ERISA) to which any organization which is a member of a controlled group of corporations within the meaning of Section 414 of the Internal Revenue Code of 1986, as amended Partnership Entities or an ERISA Affiliate contributes (the “Code”)) would have any liability (each a “Multiemployer Plan”) has been maintained is in compliance in all material respects with its terms and with the requirements of all applicable statutesERISA, rules and regulations including ERISA and the Code; (ii) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Plan excluding transactions effected pursuant to a statutory or administrative exemption; (iii) with respect to each Plan subject to Title IV of ERISA (A) no “reportable event” (within the meaning of as defined in Section 4043(c) of ERISA, except that reportable event shall not include reportable events for which notice or reporting requirements have been waived) has occurred or is reasonably expected to occur that would result in a material loss with respect to any “employee benefit plan” established or maintained by any of the CompanyPartnership Entities or any of their ERISA Affiliates, (Biii) no “accumulated funding deficiencysingle-employer plan” (within the meaning as defined in Section 4001 of Section 302 of ERISA ERISA) established or Section 412 maintained by any of the Code)Partnership Entities or any of their ERISA Affiliates, whether or not waived, has occurred or is reasonably expected currently contemplated to occurbe terminated, (Civ) the fair market value none of the assets under each Plan that is required to be funded exceeds the present value Partnership Entities nor any of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan), and (D) neither the Company or any member of its Controlled Group has incurred, their ERISA Affiliates have incurred or reasonably expects expect to incur, incur any liability under (A) Title IV of ERISA with respect to termination of, or withdrawal from, any “employee benefit plan” or (other than contributions to B) Sections 412, 4971, 4975 or 4980B of the Plan or premiums to the Pension Benefit Guaranty Corporation in the ordinary course and without defaultCode (as defined below) in respect of a Plan (including a “multiemployer plan”, within the meaning of Section 4001(c)(3) of ERISA); and (ivv) each Plan “employee benefit plan” established or maintained by any of the Partnership Entities or any of their ERISA Affiliates that is intended to be qualified under Section 401(a) 401 of the Code is so qualified and has timely applied for or received a determination letter from the Internal Revenue Service and, to the knowledge of the Partnership Parties, nothing has occurred, to the Company’s knowledge, whether by action or by failure to act, which would is likely to cause the loss of such qualification. “ERISA Affiliate” means, with respect to any of the Partnership Entities, any member of any group of organizations described in Section 414 of the Internal Revenue Code of 1986 (as amended, the “Code,” which term, as used herein, includes the regulations and published interpretations thereunder) of which any of the Partnership Entities is a member.

ERISA Compliance. (a) Except as would not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect on the Borrower or, as of the Closing Date, on the Double E Joint Venture, each Plan maintained by the Borrower, the Double E Joint Venture or any ERISA Affiliate is in compliance with the applicable provisions of ERISA and the Code and the regulations and published interpretations thereunder and other federal or state Laws. (b) (i) Each “employee benefit plan” (within the meaning of Section 3(3) of the Employee Retirement Security Act of 1974, as amended (“ERISA”)) for which the Company or any member of its “Controlled Group” (defined as any organization which is a member of a controlled group of corporations within the meaning of Section 414 of the Internal Revenue Code of 1986, as amended (the “Code”)) would have any liability (each a “Plan”) has been maintained in compliance in all material respects with its terms and with the requirements of all applicable statutes, rules and regulations including No ERISA and the Code; (ii) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred Event with respect to any Plan excluding transactions effected pursuant to a statutory or administrative exemption; (iii) with respect to each Plan subject to Title IV of ERISA (A) no “reportable event” (within the meaning of Section 4043(c) of ERISA) has occurred or is reasonably expected to occur that would result in a material loss during the five (5) year period prior to the Companydate on which this representation is made or deemed made, or since the inception of any Plan (B) no “accumulated funding deficiency” (within the meaning of Section 302 of ERISA or Section 412 of the Codewhichever is more recent), whether or not waived, has occurred or is reasonably expected to occur, (C) the fair market value of the assets under each Plan that is required to be funded exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan), and (Dii) neither the Company or Borrower, the Double E Joint Venture nor any member of its Controlled Group ERISA Affiliate has incurred, or reasonably expects to incur, any liability under Title IV of ERISA with respect to any Pension Plan (other than contributions to the Plan or premiums to the Pension Benefit Guaranty Corporation in the ordinary course due and without default) in respect of a Plan (including a “multiemployer plan”, within the meaning of not delinquent under Section 4001(c)(3) 4007 of ERISA); , (iii) neither the Borrower nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Sections 4201 or 4243 of ERISA with respect to a Multiemployer Plan, and (iv) neither the Borrower, the Double E Joint Venture nor any ERISA Affiliate has engaged in a transaction that could be subject to Sections 4069 or 4212(c) of ERISA, except, with respect to each of the preceding clauses of this Section 5.19(b), as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect on the Borrower or, as of the Closing Date, on the Double E Joint Venture. (c) (i) The Plans of the Borrower, the Double E Joint Venture and any ERISA Affiliate are funded to the extent required by the terms of each Plan, if any, and by Law or otherwise to comply with the requirements of any Law applicable in the jurisdiction in which the relevant pension scheme is maintained, and (ii) neither the Borrower, the Double E Joint Venture nor any ERISA Affiliate maintains or contributes to a Plan that is, or is intended expected to be qualified under be, in at risk status (as defined in Section 401(a303(i)(4) of ERISA or Section 430(i)(4) of the Code is so qualified and nothing has occurredCode), except, with respect to each of the preceding clauses of this Section 5.19(c), as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on the Company’s knowledgeBorrower or, whether by action or by failure to actas of the Closing Date, which would cause on the loss of such qualification.Double E Joint Venture. 80 KE 73718588.20 US-DOCS\142539518.2141222994.8 Section 5.20

ERISA Compliance. (a) Except as would not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, each Plan is in compliance with the applicable provisions of ERISA, the Code and other federal or state Laws. (b) (i) Each “employee benefit plan” (within the meaning of Section 3(3) of the Employee Retirement Security Act of 1974, as amended (“ERISA”)) for which the Company or any member of its “Controlled Group” (defined as any organization which is a member of a controlled group of corporations within the meaning of Section 414 of the Internal Revenue Code of 1986, as amended (the “Code”)) would have any liability (each a “Plan”) has been maintained in compliance in all material respects with its terms and with the requirements of all applicable statutes, rules and regulations including No ERISA and the Code; (ii) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Plan excluding transactions effected pursuant to a statutory or administrative exemption; (iii) with respect to each Plan subject to Title IV of ERISA (A) no “reportable event” (within the meaning of Section 4043(c) of ERISA) has occurred or is reasonably expected to occur that would result in a material loss to the Company, (B) no “accumulated funding deficiency” (within the meaning of Section 302 of ERISA or Section 412 of the Code), whether or not waived, Event has occurred or is reasonably expected to occur, ; (Cii) no Pension Plan has failed to satisfy the fair market value minimum funding standards (within the meaning of Section 412 of the assets under each Plan that is required Code or Section 302 of ERISA) applicable to be funded exceeds such Pension Plan; (iii) none of the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan), and (D) neither the Company Loan Parties or any member of its Controlled Group their respective ERISA Affiliates has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under Title IV Section 4219 of ERISA, would result in such liability) under Sections 4201 et seq. or 4243 of ERISA with respect to a Multiemployer Plan; (other than contributions iv) none of the Loan Parties or any of their respective ERISA Affiliates has engaged in a transaction that is subject to Sections 4069 or 4212(c) of ERISA; and (v) neither any Loan Party nor any ERISA Affiliate has been notified by the Plan or premiums to the Pension Benefit Guaranty Corporation in the ordinary course and without default) in respect sponsor of a Multiemployer Plan that such Multiemployer Plan is insolvent (including a “multiemployer plan”, within the meaning of Section 4001(c)(3) 4245 of ERISA); and (iv) each Plan that is intended or has been determined to be qualified under in “endangered” or critical status (within the meaning of Section 401(a) 432 of the Code or Section 305 of ERISA) and no such Multiemployer Plan is so qualified and nothing has occurredexpected to be insolvent or in endangered or critical status ; except, with respect to each of the foregoing clauses (i) through (v) of this Section 5.11(b), as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. (c) Except where noncompliance or the Company’s knowledgeincurrence of an obligation would not reasonably be expected to result in a Material Adverse Effect, whether by action each Foreign Plan has been maintained in compliance with its terms and with the requirements of any and all applicable Laws, statutes, rules, regulations and orders, and no Loan Party has incurred any obligation in connection with the termination of or by failure to act, which would cause the loss of such qualificationwithdrawal from any Foreign Plan. SECTION 5.12.

ERISA Compliance. (i) Each “employee benefit plan” (within the meaning of Section 3(3) of the Employee Retirement Security Act Parent and the Borrower will promptly furnish and will cause the Restricted Subsidiaries and any ERISA Affiliate to promptly furnish to the Administrative Agent (a) promptly after the filing thereof with the United States Secretary of 1974Labor, as amended (“ERISA”)) for which the Company or any member of its “Controlled Group” (defined as any organization which is a member of a controlled group of corporations within the meaning of Section 414 of the Internal Revenue Code Service or the PBGC, copies of 1986each annual and other report with respect to each Plan or any trust created thereunder, as amended (b) promptly upon becoming aware of the occurrence of any ERISA Event or of any “Code”)) would have any liability (each a “Plan”) has been maintained in compliance in all material respects with its terms and with the requirements of all applicable statutes, rules and regulations including ERISA and the Code; (ii) no prohibited transaction, within the meaning of Section ,” as described in section 406 of ERISA or Section in section 4975 of the Code, has occurred in connection with any Plan or any trust created thereunder, a written notice signed by the President or the principal Financial Officer, the Restricted Subsidiary or the ERISA Affiliate, as the case may be, specifying the nature thereof, what action the Borrower, the Restricted Subsidiaries or the ERISA Affiliate is taking or proposes to take with respect thereto, and, when known, any action taken or proposed by the Internal Revenue Service, the Department of Labor or the PBGC with respect thereto, and (c) promptly upon receipt thereof, copies of any notice of the PBGC’s intention to terminate or to have a trustee appointed to administer any Plan excluding transactions effected pursuant to a statutory or administrative exemption; (iii) with Plan. With respect to each Plan subject (other than a Multiemployer Plan), each of the Parent and the Borrower will, and will cause each Restricted Subsidiary and ERISA Affiliate to, except to Title IV the extent the failure to do so could not reasonably be expected to result in a Material Adverse Effect, (i) satisfy in full and in a timely manner, without incurring any late payment or underpayment charge or penalty and without giving rise to any lien, all of the contribution and funding requirements of section 412 of the Code (determined without regard to subsections (d), (e), (f) and (k) thereof) and of section 302 of ERISA (A) no “reportable event” (within the meaning of Section 4043(c) determined without regard to sections 303, 304 and 306 of ERISA) has occurred or is reasonably expected to occur that would result in a material loss to the Company, (B) no “accumulated funding deficiency” (within the meaning of Section 302 of ERISA or Section 412 of the Code), whether or not waived, has occurred or is reasonably expected to occur, (C) the fair market value of the assets under each Plan that is required to be funded exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan), and (Dii) neither the Company or any member of its Controlled Group has incurredpay, or reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the Plan or premiums to the Pension Benefit Guaranty Corporation in the ordinary course and without default) in respect of a Plan (including a “multiemployer plan”, within the meaning of Section 4001(c)(3) of ERISA); and (iv) each Plan that is intended cause to be qualified under Section 401(a) of the Code is so qualified and nothing has occurredpaid, to the Company’s knowledgePBGC in a timely manner, whether by action without incurring any late payment or by failure underpayment charge or penalty, all premiums required pursuant to act, which would cause the loss sections 4006 and 4007 of such qualificationERISA.

ERISA Compliance. (i) Each “employee benefit plan” (within the meaning of Section 3(3) of the Employee Retirement Security Act of 1974No Loan Party, as amended (“ERISA”)) for which the Company nor any Subsidiary thereof or any member of its “the Controlled Group” (defined as any organization which is a member of a controlled group of corporations within the meaning of Section 414 of the Internal Revenue Code of 1986, as amended (the “Code”)) would have any liability (each a “Plan”) has been maintained in compliance in all material respects with its terms and with the requirements of all applicable statutes, rules and regulations including ERISA and the Code; (ii) no prohibited transaction, within the meaning of Section 406 of ERISA Group maintains or Section 4975 of the Code, has occurred with respect contributes to any Plan excluding transactions effected pursuant to a statutory or administrative exemption; other than those listed on Schedule 5.10 hereto. Except as set forth in Schedule 5.10, (iii) with respect to each Plan subject to Title IV of ERISA (Ai) no “reportable event” (within the meaning of Section 4043(c) of ERISA) Plan has occurred or is reasonably expected to occur that would result in a material loss to the Company, (B) no incurred any “accumulated funding deficiency,” as defined in Section 302(a) (within the meaning of Section 302 2) of ERISA or and Section 412 412(a) of the Code), whether or not waived, has occurred or is reasonably expected to occurand each Loan Party, (C) the fair market value each such Subsidiary and each member of the assets under each Plan that is required to be funded exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan), and (D) neither the Company or any member of its Controlled Group has incurred, or reasonably expects to incur, any liability met all applicable minimum funding requirements under Title IV Section 302 of ERISA (other than contributions to the Plan or premiums to the Pension Benefit Guaranty Corporation in the ordinary course and without default) in respect of a Plan each Plan, (including a “multiemployer plan”, within the meaning of Section 4001(c)(3) of ERISA); and (ivii) each Plan that which is intended to be a qualified plan under Section 401(a) of the Code as currently in effect has been determined by the Internal Revenue Service to be qualified under Section 401(a) of the Code and the trust related thereto is so qualified and nothing exempt from federal income tax under Section 501(a) of the Code, or the prototype plan that has occurredbeen adopted, as appropriate, has a favorable determination letter from the Internal Revenue Service, (iii) no Loan Party, nor any Subsidiary thereof or any member of the Controlled Group has incurred any liability to the Company’s knowledgePBGC other than for the payment of premiums, whether and there are no premium payments which have become due which are unpaid, (iv) no Plan has been terminated by action or the plan administrator thereof nor by failure to actthe PBGC, and there is no occurrence which would cause the loss PBGC to institute proceedings under Title IV of ERISA to terminate any Plan, (v) at this time, the current value of the assets of each Plan exceeds the present value of the accrued benefits and other liabilities of such qualificationPlan and no Loan Party, nor any such Subsidiary or any member of the Controlled Group knows of any facts or circumstances which would materially change the value of such assets and accrued benefits and other liabilities, (vi) no Loan Party, nor any such Subsidiary or any member of the Controlled Group has breached any of the responsibilities, obligations or duties imposed on it by ERISA with respect to any Plan, (vii) no Loan Party, nor any such Subsidiary or any member of the Controlled Group has incurred any liability for any excise tax arising under Section 4972 or 4980B of the Code, and no fact exists which could give rise to any such liability, (viii) no Loan Party, nor any such Subsidiary or any member of the Controlled Group nor any fiduciary of, nor any trustee to, any Plan, has engaged in a “prohibited transaction” described in Section 406 of ERISA or Section 4975 of the Code nor taken any action which would constitute or result in a Termination Event with respect to any such Plan which is subject to ERISA, (ix) each Loan Party, each of its Subsidiaries and each member of the Controlled Group has made all contributions due and payable with respect to each Plan, (x) there exists no event described in Section 4043(b) of ERISA, for which the thirty (30) day notice period contained in 29 CFR Section 2615.3 has not been waived, (xi) no Loan Party, nor any such Subsidiary or any member of the Controlled Group has any fiduciary responsibility for investments with respect to any plan existing for the benefit of persons other than employees or former employees of any Loan Party, any such Subsidiary or any member of the Controlled Group, and (xii) no Loan Party, nor any such Subsidiary or any member of the Controlled Group has withdrawn, completely or partially, from any Multiemployer Plan so as to incur liability under the Multiemployer Pension Plan Amendments Act of 1980. Except as disclosed on Schedule 5.10, no Loan Party, nor any Subsidiary thereof or any member of the Controlled Group, maintains an employee welfare benefit plan (within the meaning of Section 3(1) of ERISA) that provides postretirement medical or life insurance benefits to former employees, other than as required under Part 6 of Title I of ERISA. Except as set forth on Schedule 5.10, no Loan Party or any Subsidiary thereof has received , in relation to the UK Pension Scheme, a financial support direction or contribution notice from the UK Pensions Regulator (or any written communication of the UK Pensions Regulator indicating an intention to issue any such notice or direction) and no period of assessment by the UK Pensions Regulator has commenced.

ERISA Compliance. Except as will not result, or could not be reasonably expected to result, individually or in the aggregate, in a Material Adverse Change, (i) Each the Delek Parties and any “employee benefit plan” (within the meaning of Section 3(3) of as defined under the Employee Retirement Income Security Act of 19741974 (as amended, “ERISA,” which term, as amended used herein, includes the regulations and published interpretations thereunder) established or maintained by the Delek Parties or their ERISA Affiliates (“ERISA”)as defined below) for which the Company or any member of its “Controlled Group” (defined as any organization which is a member of a controlled group of corporations within the meaning of Section 414 of the Internal Revenue Code of 1986, as amended (the “Code”)) would have any liability (each a “Plan”) has been maintained are in compliance in all material respects with its terms and with the requirements of all applicable statutes, rules and regulations including ERISA and the CodeERISA; (ii) no prohibited transaction, within the meaning Delek Party or any of Section 406 of their ERISA Affiliates has incurred or Section 4975 of the Code, has occurred with respect reasonably expects to incur any Plan excluding transactions effected pursuant to a statutory or administrative exemption; liability under (iiiA) with respect to each Plan subject to Title IV of ERISA (A) no with respect to termination of, or withdrawal from, any “reportable eventemployee benefit plan”, including any “multiemployer plan” (within the meaning of as defined in Section 4043(c) 4001 of ERISA) has occurred or is reasonably expected to occur that would result in a material loss to the Company, (B) no “accumulated funding deficiency” (within the meaning of Section 302 of ERISA Sections 412, 4971, 4975 or Section 412 4980B of the Code), whether or not waived, has occurred or is reasonably expected to occur, (C) the fair market value of the assets under each Plan that is required to be funded exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan), and (D) neither the Company or any member of its Controlled Group has incurred, or reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the Plan or premiums to the Pension Benefit Guaranty Corporation in the ordinary course and without default) in respect of a Plan (including a “multiemployer plan”, within the meaning of Section 4001(c)(3) of ERISA); and (iviii) each Plan “employee benefit plan” established or maintained by any Delek Party or any of their ERISA Affiliates that is intended to be qualified under Section 401(a) 401 of the Code is so qualified and nothing has occurred, to the Company’s knowledge, whether by action or by failure to act, which would cause the loss of such qualification.. “ERISA Affiliate” means, with respect to any Delek Party, any member of any group of organizations described in Section 414 of the Internal Revenue Code of 1986 (as amended, the “Code,” which term, as used herein, includes the regulations and published interpretations thereunder) of which such Delek Party is a member. No “reportable event” (as defined under ERISA) has occurred or is reasonably expected to occur with respect to any “employee benefit plan” established or maintained by any Delek Party or any of their ERISA Affiliates

ERISA Compliance. (i) Each “employee benefit plan” (, within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) , for which the Company or any member of its “Controlled Group” (defined as including any organization which entity, whether or not incorporated, that is a member of a controlled group of corporations under common control with the Company within the meaning of Section 414 4001(a)(14) of ERISA or that would be regarded as a single employer with the Company under Section 414(b),(c),(m) or (o) of the Internal Revenue Code of 1986, as amended (the “Code”)) would have any liability (each each, a “Plan”) has been maintained in compliance in all material respects with its terms and with the requirements of all any applicable statutes, orders, rules and regulations regulations, including but not limited to ERISA and the Code, except for noncompliance that would not reasonably be expected to result in material liability to the Company; (ii) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Plan Plan, excluding transactions effected pursuant to a statutory or administrative exemption; (iii) with respect no Plan has failed, or is reasonably expected to each Plan subject fail, to Title IV satisfy the minimum funding standards (within the meaning of Section 302 of ERISA or Section 412 of the Code) applicable to such Plan (Awhether or not waived); (iv) no Plan is, or is reasonably expected to be, in “at risk status” (within the meaning of Section 303(i) of ERISA) and no Plan that is a “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA is in “endangered status” or “critical status” (within the meaning of Sections 304 and 305 of ERISA); (v) no “reportable event” (within the meaning of Section 4043(c) of ERISAERISA and the regulations promulgated thereunder) has occurred or is reasonably expected to occur that would result in a material loss to the Company, occur; (Bvi) no “accumulated funding deficiency” (within the meaning of Section 302 of ERISA or Section 412 of the Code), whether or not waived, has occurred or is reasonably expected to occur, (C) the fair market value of the assets under each Plan that is required intended to be funded exceeds qualified under Section 401(a) of the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan)Code is so qualified, and to the Company’s knowledge, nothing has occurred, whether by action or by failure to act, which would cause the loss of such qualification; (Dvii) neither the Company or nor any member of its the Controlled Group has incurred, or nor reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the Plan or premiums to the Pension Benefit Guaranty Corporation Guarantee Corporation, in the ordinary course and without default) in respect of a Plan (including a “multiemployer plan”, ” within the meaning of Section 4001(c)(34001(a)(3) of ERISA); and (ivviii) each Plan that none of the following events has occurred or is intended reasonably likely to occur: (A) a material increase in the aggregate amount of contributions required to be qualified under Section 401(a) made to all Plans by the Company or its Controlled Group Affiliates in the current fiscal year of the Code is so qualified Company and nothing has occurred, its Controlled Group Affiliates compared to the amount of such contributions made in the Company’s knowledge, whether by action and its Controlled Group Affiliates’ most recently completed fiscal year; or by failure (B) a material increase in the Company’s “accumulated post-retirement benefit obligations” (within the meaning of Accounting Standards Codification Topic 715-60) compared to act, which would cause the loss amount of such qualificationobligations in the Company’s most recently completed fiscal year, except in each case with respect to the events or conditions set forth in (i) through (viii) hereof, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

ERISA Compliance. (ia) Each The Company and its subsidiaries and any “employee benefit planEmployee Benefit Plan” (within the meaning of Section 3(3) of as defined under the Employee Retirement Income Security Act of 1974, as amended amended, and the regulations and published interpretations promulgated thereunder (collectively, “ERISA”)) for which the Company Company, its subsidiaries or any member of its or their “Controlled GroupERISA Affiliates” (as defined as below) would have any organization which is liability (each, a member “Plan”) are in compliance in all material respects with ERISA and each Plan has been maintained in compliance with its terms and the requirements of a controlled group of corporations within the meaning of Section 414 of any applicable statutes, orders, rules and regulations, including but not limited to, ERISA and the Internal Revenue Code of 1986, as amended amended, and the regulations and published interpretations thereunder (the “Code”)) would have any liability (each a “Plan”) has been maintained in compliance in all material respects with its terms and with the requirements of all applicable statutes, rules and regulations including ERISA and the Code; (ii) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Plan excluding transactions effected pursuant to a statutory or administrative exemption; (iii) with respect to each Plan subject to Title IV of ERISA (Ab) no “reportable event” (within the meaning of Section 4043(c) of as defined under ERISA) has occurred or is reasonably expected to occur that would result in a material loss with respect to the Company, any Plan; (Bc) no Plan, if such Plan were terminated, would have any “accumulated funding deficiencyamount of unfunded benefit liabilities” (within the meaning of Section 302 of ERISA or Section 412 of the Codeas defined under ERISA), whether or not waived, has occurred or is reasonably expected to occur, (C) as the fair market value of the assets under each Plan that is required to be funded (excluding for these purposes accrued but unpaid contributions) exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan), and ; (Dd) neither the Company or Company, its subsidiaries nor any member of its Controlled Group or their ERISA Affiliates has incurred, incurred or reasonably expects to incur, incur any obligation or liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any Plan, (other than contributions to ii) Sections 412 and 430, 4971, 4975 or 4980B of the Plan Code or premiums to the Pension Benefit Guaranty Corporation in the ordinary course (iii) Sections 302 and without default) in respect of a Plan (including a “multiemployer plan”303, within the meaning of Section 4001(c)(3) 406, 4063 and 4064 of ERISA); and (ive) each Plan that is intended to be qualified under Section 401(a) of the Code is so qualified and nothing has occurred, to the Company’s knowledge, whether by action or by failure to act, which would reasonably be likely to cause the loss of such qualification.. There is no pending audit or investigation by the Internal Revenue Service, the U.S. Department of Labor, the Pension Benefit Guaranty Corporation or any other governmental or foreign regulatory entity or agency with respect to any Plan that could reasonably be expected to result in

ERISA Compliance. Each Plan (iand each related trust, insurance ---------------- contract or fund) Each “employee benefit plan” (within the meaning of Section 3(3) of the Employee Retirement Security Act of 1974, as amended (“ERISA”)) for which the Company or any member of its “Controlled Group” (defined as any organization which is a member of a controlled group of corporations within the meaning of Section 414 of the Internal Revenue Code of 1986, as amended (the “Code”)) would have any liability (each a “Plan”) has been maintained in material compliance in all material respects with its terms and with the requirements of all applicable statuteslaws, rules and regulations including including, without limitation, ERISA and the Code; (ii) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Plan excluding transactions effected pursuant to a statutory or administrative exemption; (iii) with respect to each Plan subject to Title IV of ERISA (Aand each related trust, if any) no “reportable event” (within the meaning of Section 4043(c) of ERISA) has occurred or is reasonably expected to occur that would result in a material loss to the Company, (B) no “accumulated funding deficiency” (within the meaning of Section 302 of ERISA or Section 412 of the Code), whether or not waived, has occurred or is reasonably expected to occur, (C) the fair market value of the assets under each Plan that is required to be funded exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan), and (D) neither the Company or any member of its Controlled Group has incurred, or reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the Plan or premiums to the Pension Benefit Guaranty Corporation in the ordinary course and without default) in respect of a Plan (including a “multiemployer plan”, within the meaning of Section 4001(c)(3) of ERISA); and (iv) each Plan that which is intended to be qualified under Section 401(a) of the Code is so qualified has received a determination letter from the Internal Revenue Service to the effect that it meets the requirements of Sections 401(a) and nothing 501(a) of the Code; no Reportable Event has occurred; no Plan which is a multiemployer plan (as defined in Section 4001(a)(3) of ERISA) is insolvent or in reorganization; no Plan has an Unfunded Current Liability which, when added to the Company’s knowledgeaggregate amount of Unfunded Current Liabilities with respect to all other Plans, whether by action exceeds $250,000; no Plan which is subject to Section 412 of the Code or by failure to actSection 302 of ERISA has an accumulated funding deficiency, which would cause within the loss meaning of such qualificationsections of the Code or ERISA, or has applied for or received a waiver of an accumulated funding deficiency or an extension of any amortization period, within the meaning of Section 412 of the Code or Section 303 or 304 of ERISA; all contributions required to be made with respect to a Plan have been timely made; neither Holdings nor any Subsidiary of Holdings nor any ERISA Affiliate has incurred any material liability (including any indirect, contingent or secondary liability) to or on account of a Plan pursuant to Section 409, 502(i), 502(l), 515, 4062, 4063, 4064, 4069, 4201, 4204 or 4212 of ERISA or Section 401(a)(29), 4971 or 4975 of the Code or expects to incur any such material liability under any of the foregoing sections with respect to any Plan; no condition exists which presents a material risk to Holdings or any Subsidiary of Holdings or any ERISA Affiliate of incurring a material liability to or on account of a Plan pursuant to the foregoing provisions of ERISA and the Code; no proceedings have been instituted to terminate or appoint a trustee to administer any Plan which is subject to Title IV of ERISA; no action, suit, proceeding, hearing, audit or investigation with respect to the administration, operation or the investment of assets of any Plan (other than routine claims for benefits) is pending, expected or threatened; using actuarial assumptions and computation methods consistent with Part 1 of subtitle E of Title IV of ERISA, the aggregate liabilities of Holdings and its Subsidiaries and its ERISA Affiliates to all Plans which are multiemployer plans (as defined in Section 4001(a)(3) of ERISA) in the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Plan, would not exceed $250,000; each group health plan (as defined in Section 607(1) of ERISA or Section 4980B(g)(2) of the Code) which covers or has covered employees or former employees of Holdings, any Subsidiary of Holdings, or any ERISA Affiliate has at all times been operated in material compliance with the provisions of Part 6 of subtitle B of Title I of ERISA and Section 4980B of the Code; no lien imposed under the Code or ERISA on the assets of Holdings or any Subsidiary of Holdings or any ERISA Affiliate exists or is likely to arise on account of any Plan; and Holdings and its Subsidiaries may cease contributions to or terminate any employee benefit plan maintained by any of them without incurring any material liability.

ERISA Compliance. (i) Each Except as disclosed in the Offering Circular or as would not, individually or in the aggregate, result in a Material Adverse Effect to the Issuer or any of its subsidiaries, with respect to each “employee benefit plan” (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended 1974 (“ERISA”)) for which the Company Issuer has any liability (whether absolute or any member contingent) (each, a “Plan”), (i) no failure to satisfy the minimum funding standards of its “Controlled Group” (defined as any organization which is a member Sections 302 and 303 of a controlled group of corporations within the meaning of ERISA or Section 414 412 of the Internal Revenue Code of 1986, as amended from time to time (the “Code”)), or other event of the kind described in Section 4043(c) would have any liability of ERISA (each a “Plan”other than events with respect to which the 30-day notice requirement under Section 4043 of ERISA has been waived) has been maintained in compliance in all material respects with its terms and with the requirements of all applicable statutes, rules and regulations including ERISA and the Codeoccurred; (ii) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Plan excluding transactions effected pursuant to a statutory or administrative exemption; (iii) with respect to each Plan subject to Title IV of ERISA (A) no “reportable event” (within the meaning of Section 4043(c) of ERISA) has occurred or is reasonably expected to occur that would result in a material loss to the Companyextent required by applicable law to be funded, (B) no “accumulated funding deficiency” (within the meaning of Section 302 of ERISA or Section 412 of the Code), whether or not waived, has occurred or is reasonably expected to occur, (C) the fair market value of the assets under each Plan that is required to be funded exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan); (iii) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred, excluding transactions effected pursuant to a statutory or administrative exemption, and (Div) neither each Plan is in material compliance with applicable law, including, without limitation, ERISA and the Company Code. Neither the Issuer nor any trade or any member business, whether or not incorporated, that, together with the Issuer, would be deemed to be a “single employer” within the meaning of its Controlled Group Section 4001(b) of ERISA or Section 414 of the Code has incurred, incurred or reasonably expects to incur, incur any liability with respect to any Plan under Title IV of ERISA (other than contributions to the Plan or premiums to the Pension Benefit Guaranty Corporation in the ordinary course and without default) ). Neither the Issuer nor any of its subsidiaries has material liability in respect of a any post-employment health, medical or life insurance benefits for former, current or future employees of the Issuer or any subsidiary, except as required to avoid excise tax under Section 4980B of the Code or any other similar law. No Plan (including is a “multiemployer pension plan”, within the meaning of ” (as defined in Section 4001(c)(33(37) of ERISA); and (iv) each . Each Plan that is intended to be qualified under Section 401(a) of the Code is so qualified has received a favorable determination or opinion letter from the Internal Revenue Service upon which it can rely and, to the knowledge of the Issuer and the Guarantors, nothing has occurred, to the Company’s knowledge, whether by action or by failure to act, which would could reasonably be expected to cause the loss of such qualification. To the knowledge of the Issuer and its subsidiaries, there is no pending audit or investigation by the Internal Revenue Service, the U.S. Department of Labor, the Pension Benefit Guaranty Corporation or any other governmental agency or any foreign regulatory agency with respect to any Plan that, individually or in the aggregate, could reasonably be expected to result in Material Adverse Effect to the Issuer or its subsidiaries.

ERISA Compliance. (i) Each No “employee benefit planprohibited transaction” (within the meaning of as defined in Section 3(3) 406 of the Employee Retirement Income Security Act of 1974, as amended amended, including the regulations and published interpretations thereunder (“ERISA”)) for which the Company , or any member of its “Controlled Group” (defined as any organization which is a member of a controlled group of corporations within the meaning of Section 414 4975 of the Internal Revenue Code of 1986, as amended from time to time (the “Code”)) would have or “accumulated funding deficiency” (as defined in Section 302 of ERISA) or any liability of the events set forth in Section 4043(b) of ERISA (each a “Plan”other than events with respect to which the thirty (30)-day notice requirement under Section 4043 of ERISA has been waived) has been occurred or could reasonably be expected to occur with respect to any “employee benefit plan” (as defined under ERISA) established or maintained by the Company or any of its subsidiaries which would reasonably be expected to, singularly or in the aggregate, have a Material Adverse Effect. Each “employee benefit plan” established or maintained by the Company or any of its subsidiaries is in compliance in all material respects with its terms and with the requirements of all applicable statuteslaw, rules and regulations including ERISA and the Code; . Neither the Company nor any of its subsidiaries has incurred or reasonably expects to incur any liability under (iiA) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Plan excluding transactions effected pursuant to a statutory or administrative exemption; (iii) with respect to each Plan subject to Title IV of ERISA (A) no “reportable event” (within the meaning of Section 4043(c) of ERISA) has occurred or is reasonably expected to occur that would result in a material loss with respect to the Companytermination of, or withdrawal from, any “employee benefit plan” or (B) no “accumulated funding deficiency” (within the meaning of Section 302 of ERISA Sections 412, 4971, 4975 or Section 412 4980B of the Code), whether . Each “employee benefit plan” established or not waived, has occurred or is reasonably expected to occur, (C) the fair market value of the assets under each Plan that is required to be funded exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan), and (D) neither maintained by the Company or any member of its Controlled Group has incurred, or reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the Plan or premiums to the Pension Benefit Guaranty Corporation in the ordinary course and without default) in respect of a Plan (including a “multiemployer plan”, within the meaning of Section 4001(c)(3) of ERISA); and (iv) each Plan subsidiaries that is intended to be qualified under Section 401(a) of the Code is so qualified and nothing has occurredqualified, and, to the Company’s knowledge, nothing has occurred, whether by action or by failure to act, which would could, singularly or in the aggregate, cause the loss of such qualification.

ERISA Compliance. Each Plan (iand each related trust, insurance contract or fund) Each “employee benefit plan” (within the meaning of Section 3(3) of the Employee Retirement Security Act of 1974, as amended (“ERISA”)) for which the Company or any member of its “Controlled Group” (defined as any organization which is a member of a controlled group of corporations within the meaning of Section 414 of the Internal Revenue Code of 1986, as amended (the “Code”)) would have any liability (each a “Plan”) has been maintained in material compliance in all material respects with its terms and with the requirements of all applicable statuteslaws, rules and regulations including including, without limitation, ERISA and the Code; (ii) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Plan excluding transactions effected pursuant to a statutory or administrative exemption; (iii) with respect to each Plan subject to Title IV of ERISA (Aand each related trust, if any) no “reportable event” (within the meaning of Section 4043(c) of ERISA) has occurred or is reasonably expected to occur that would result in a material loss to the Company, (B) no “accumulated funding deficiency” (within the meaning of Section 302 of ERISA or Section 412 of the Code), whether or not waived, has occurred or is reasonably expected to occur, (C) the fair market value of the assets under each Plan that is required to be funded exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan), and (D) neither the Company or any member of its Controlled Group has incurred, or reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the Plan or premiums to the Pension Benefit Guaranty Corporation in the ordinary course and without default) in respect of a Plan (including a “multiemployer plan”, within the meaning of Section 4001(c)(3) of ERISA); and (iv) each Plan that which is intended to be qualified under Section 401(a) of the Code is so qualified has received a determination letter from the Internal Revenue Service to the effect that it meets the requirements of Sections 401(a) and nothing 501(a) of the Code; no Reportable Event has occurred; no Plan which is a multiemployer plan (as defined in Section 4001(a)(3) of ERISA) is insolvent or in reorganization; no Plan has an Unfunded Current Liability which, when added to the Company’s knowledgeaggregate amount of Unfunded Current Liabilities with respect to all other Plans, whether by action exceeds $250,000; no Plan which is subject to Section 412 of the Code or by failure to actSection 302 of ERISA has an accumulated funding deficiency, which would cause within the loss meaning of such qualificationsections of the Code or ERISA, or has applied for or received a waiver of an accumulated funding deficiency or an extension of any amortization period, within the meaning of Section 412 of the Code or Section 303 or 304 of ERISA; all contributions required to be made with respect to a Plan have been timely made; neither Holdings nor any Subsidiary of Holdings nor any ERISA Affiliate has incurred any material liability (including any indirect, contingent or secondary liability) to or on account of a Plan pursuant to Section 409, 502(i), 502(l), 515, 4062, 4063, 4064, 4069, 4201, 4204 or 4212 of ERISA or Section 401(a)(29), 4971 or 4975 of the Code or expects to incur any such material liability under any of the foregoing sections with respect to any Plan; no condition exists which presents a material risk to Holdings or any Subsidiary of Holdings or any ERISA Affiliate of incurring a material liability to or on account of a Plan pursuant to the foregoing provisions of ERISA and the Code; no proceedings have been instituted to terminate or appoint a trustee to administer any Plan which is subject to Title IV of ERISA; no action, suit, proceeding, hearing, audit or investigation with respect to the administration, operation or the investment of assets of any Plan (other than routine claims for benefits) is pending, expected or threatened; using actuarial assumptions and computation methods consistent with Part 1 of subtitle E of Title IV of ERISA, the aggregate liabilities of Holdings and its Subsidiaries and its ERISA Affiliates to all Plans which are multiemployer plans (as defined in Section 4001(a)(3) of ERISA) in the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Plan, would not exceed $250,000; each group health plan (as defined in Section 607(1) of ERISA or Section 4980B(g)(2) of the Code) which covers or has covered employees or former employees of Holdings, any Subsidiary of Holdings, or any ERISA Affiliate has at all times been operated in material compliance with the provisions of Part 6 of subtitle B of Title I of ERISA and Section 4980B of the Code; no lien imposed under the Code or ERISA on the assets of Holdings or any Subsidiary of Holdings or any ERISA Affiliate exists or is likely to arise on account of any Plan; and Holdings and its Subsidiaries may cease contributions to or terminate any employee benefit plan maintained by any of them without incurring any material liability.

ERISA Compliance. Except as would not reasonably be expected to result in a Material Adverse Effect (i) Each “each employee benefit plan” (, within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) , for which the Company or any member of its “Controlled Group” (defined as any organization which is a member of a controlled group of corporations within the meaning of Section 414 of the Internal Revenue Code of 1986, as amended (the “Code”)) would have any liability (each each, a “Plan”) has been maintained in compliance in all material respects with its terms and with the requirements of all any applicable statutes, orders, rules and regulations regulations, including but not limited to ERISA and the Code; (ii) to the Company’s knowledge, no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Plan excluding transactions effected pursuant to a statutory or administrative exemption; (iii) with respect to for each Plan that is subject to Title IV the funding rules of ERISA Section 412 of the Code or Section 302 of ERISA, the minimum funding standard of Section 412 of the Code or Section 302 of ERISA, as applicable, has been satisfied (Awithout taking into account any waiver thereof or extension of any amortization period) and is reasonably expected to be satisfied in the future (without taking into account any waiver thereof or extension of any amortization period); (iv) the fair market value of the assets of each Plan exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan); (v) no “reportable event” (within the meaning of Section 4043(c) of ERISA) has occurred or is reasonably expected to occur that would result either has resulted, or could reasonably be expected to result, in a material loss liability to the Company, Company or its subsidiaries; (B) no “accumulated funding deficiency” (within the meaning of Section 302 of ERISA or Section 412 of the Code), whether or not waived, has occurred or is reasonably expected to occur, (C) the fair market value of the assets under each Plan that is required to be funded exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan), and (Dvi) neither the Company or nor any member of its the Controlled Group has incurred, or nor reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the Plan or premiums to the Pension Benefit Guaranty Corporation PBGC, in the ordinary course and without default) in respect of a Plan (including a “multiemployer plan”, ,” within the meaning of Section 4001(c)(34001(a)(3) of ERISA); and (ivvii) each Plan that is intended to be qualified under Section 401(a) of the Code is so qualified and nothing has occurred, to the Company’s knowledge, whether there is no pending audit or investigation by action the Internal Revenue Service, the U.S. Department of Labor, the Pension Benefit Guaranty Corporation or by failure any other governmental agency or any foreign regulatory agency with respect to act, which would cause the loss of such qualificationany Plan.

ERISA Compliance. Except as would not reasonably be expected to result in a Material Adverse Change, (i) Each “each employee benefit plan” (, within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) , for which the Company or any member of its “Controlled Group” (defined as any organization which is a member of a controlled group of corporations within the meaning of Section 414 of the Internal Revenue Code of 1986, as amended (the “Code”)) would have any liability (each each, a “Employee Benefit Plan”) has been maintained in compliance in all material respects with its terms and with the requirements of all applicable statutes, rules and regulations including ERISA and the Code; (ii) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Plan Employee Benefit Plan, excluding transactions effected pursuant to a statutory or administrative exemption; (iii) with respect to for each Employee Benefit Plan that is subject to Title IV the funding rules of ERISA Section 412 of the Code or Section 302 of ERISA, the minimum funding standard of Section 412 of the Code or Section 302 of ERISA, as applicable, has been satisfied (Awithout taking into account any waiver thereof or extension of any amortization period) and is reasonably expected to be satisfied in the future (without taking into account any waiver thereof or extension of any amortization period); (iv) to the extent applicable to an Employee Benefit Plan, the fair market value of the assets of each Employee Benefit Plan exceeds the present value of all benefits accrued under such Employee Benefit Plan (determined based on those assumptions used to fund such Employee Benefit Plan); (v) no “reportable event” (within the meaning of Section 4043(c) of ERISA) has occurred or is reasonably expected to occur that would result in a material loss to the Company, occur; (B) no “accumulated funding deficiency” (within the meaning of Section 302 of ERISA or Section 412 of the Code), whether or not waived, has occurred or is reasonably expected to occur, (C) the fair market value of the assets under each Plan that is required to be funded exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan), and (Dvi) neither the Company or nor any member of its the Controlled Group has incurred, or nor reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the Employee Benefit Plan or premiums to the Pension Benefit Guaranty Corporation PBGC, in the ordinary course and without default) in respect of a an Employee Benefit Plan (including a “multiemployer plan”, within the meaning of Section 4001(c)(34001(a)(3) of ERISA); and (ivvii) each Plan that to the knowledge of the Company, there is intended no pending audit or investigation by the Internal Revenue Service, the U.S. Department of Labor, the Pension Benefit Guaranty Corporation or any other governmental agency or any foreign regulatory agency with respect to any Employee Benefit Plan. Any certificate signed by an officer of the Company and delivered to Cowen or to counsel for Cowen shall be deemed to be qualified under Section 401(a) a representation and warranty by the Company to Cowen as to the matters set forth therein. The Company acknowledges that Cowen and, for purposes of the Code is so qualified and nothing has occurredopinions to be delivered pursuant to Section 7 hereof, counsel to the Company’s knowledgeCompany and counsel to Cowen, whether by action or by failure will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to act, which would cause the loss of such qualificationreliance.

ERISA Compliance. (ia) Each “employee benefit plan” (within the meaning of Section 3(3) of the Employee Retirement Security Act of 1974, as amended (“ERISA”)) for which the Company Foster or any member of its “Controlled Group” (defined as any organization which is a Xxxxxxiaries or member of a controlled group Controlled Group maintains only the Plans described on the Schedule of corporations within the meaning of Section 414 of the Internal Revenue Code of 1986, Plans attached hereto as amended Schedule 3.11; (the “Code”)b) would have any liability (each a “Plan”) Plan has been maintained in compliance funded in all material respects in accordance with its terms and with the requirements minimum funding standards of all applicable statutes, rules and regulations including Part Three of Title I of ERISA and the Codewill be funded in all material respects in accordance with such terms and standards; (iic) each Plan has been maintained in accordance with its terms and with all provisions of ERISA applicable thereto and will be maintained in all material respects in accordance with such terms and will be in material compliance with ERISA; (d) no prohibited transaction, within Reportable Event which would have a material adverse effect on the meaning of Plan Employer and which could cause PBGC to institute proceedings under Section 406 4042 of ERISA or Section 4975 of the Code, has occurred and is continuing with respect to any Plan excluding transactions effected pursuant to a statutory or administrative exemptionPlan; (iiie) no material liability to PBGC has been incurred with respect to each any Plan, other than for premiums due and payable; (f) except as disclosed on Schedule 3.11, no Plan subject has been terminated, no proceedings have been instituted to Title IV terminate any Plan, and no decision has been made by the board of ERISA directors of a Plan Employer or by the Plan administrator to terminate or institute proceedings to terminate any Plan; (Ag) no “reportable event” (within the meaning of Section 4043(c) of ERISA) has occurred withdrawal, either complete or is reasonably expected to occur that would result in a material loss to the Company, (B) no “accumulated funding deficiency” (within the meaning of Section 302 of ERISA or Section 412 of the Code), whether or not waivedpartial, has occurred or is commenced with respect to any multiemployer Plan and no decision has been made by the board of directors of a Plan Employer or by the Plan administrator either to completely or partially withdraw from any multiemployer Plan; and (h) except as disclosed on Schedule 3.11, there has been no cessation of, and no decision has been made by the board of directors of a Plan Employer or by the Plan administrator to cease, operations at a facility or facilities where such cessation could reasonably be expected to occur, (C) the fair market value result in a separation from employment of more than 20% of the assets total number of employees who are participants under a Plan. Each single-employer Plan has been timely amended to comply with all the applicable provisions of the Tax Equity and Fiscal Responsibility Act of 1982, the Deficit Reduction Act of 1984 and the Retirement Equity Act of 1984, and Foster has no knowledxx xx any fact relating to any Plan which involves any substantial risk or reasonable possibility of resulting in a material adverse change in the financial condition of Foster and its Subsidxxxxxx taken together as a whole. Foster has provided tx xxx Agent and each Plan that is required to be funded exceeds of the present value Banks a copy of all benefits accrued under such Plan the most recent Annual Report (determined based on those assumptions used to fund such PlanForm 5500 or 5500C), and (D) neither including all attachments thereto, filed with the Company or any member of its Controlled Group has incurred, or reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the Plan or premiums to the Pension Benefit Guaranty Corporation in the ordinary course and without default) Internal Revenue Service in respect of a Plan (including a “multiemployer plan”, within the meaning of Section 4001(c)(3) of ERISA); and (iv) each Plan that is intended to be qualified under Section 401(a) and each such Annual Report fairly presents the funding status of the Code is so qualified and nothing Plan to which it relates. There has occurred, to been no material deterioration in the Company’s knowledge, whether by action or by failure to act, which would cause funding status of any Plan since the loss date of such qualificationthe Annual Report filed in respect thereof.

ERISA Compliance. (i) Each “"employee benefit plan” " (within the meaning of Section 3(3) of the Employee Retirement Security Act of 1974, as amended (“"ERISA”")) for which the Company or any member of its “"Controlled Group” " (defined as any organization which is a member of a controlled group of corporations within the meaning of Section 414 of the Internal Revenue Code of 1986, as amended (the “"Code”")) would have any liability (each a “"Plan”") has been maintained in compliance in all material respects with its terms and with the requirements of all applicable statutes, rules and regulations including ERISA and the Code; (ii) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Plan excluding transactions effected pursuant to a statutory or administrative exemption; (iii) with respect to each Plan subject to Title IV of ERISA (A) no “"reportable event” " (within the meaning of Section 4043(c) of ERISA) has occurred or is reasonably expected to occur that would result in a material loss to the Company, (B) no “"accumulated funding deficiency” " (within the meaning of Section 302 of ERISA or Section 412 of the Code), whether or not waived, has occurred or is reasonably expected to occur, (C) the fair market value of the assets under each Plan that is required to be funded exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan), and (D) neither the Company or any member of its Controlled Group has incurred, or reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the Plan or premiums to the Pension Benefit Guaranty Corporation in the ordinary course and without default) in respect of a Plan (including a “"multiemployer plan”", within the meaning of Section 4001(c)(3) of ERISA); and (iv) each Plan that is intended to be qualified under Section 401(a) of the Code is so qualified and nothing has occurred, to the Company’s 's knowledge, whether by action or by failure to act, which would cause the loss of such qualification.

ERISA Compliance. Except as would not, singly or in the aggregate, result in a Material Adverse Effect: (ia) Each the Company and any “employee benefit plan” (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended amended, and the regulations and published interpretations thereunder (collectively, “ERISA”)) for established or maintained by the Company or its ERISA Affiliates (as defined below) or as to which the Company or any member of its “Controlled Group” (defined as any organization which is a member of a controlled group of corporations within the meaning of Section 414 of the Internal Revenue Code of 1986, as amended (the “Code”)) would have has any liability (each a an “Employee Benefit Plan”) is and has been maintained operated in compliance in all material respects with its terms and with the requirements of all applicable statuteslaws, rules and regulations including ERISA and the Code; (ii) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Plan excluding transactions effected pursuant to a statutory or administrative exemption; (iii) with respect to each Plan subject to Title IV of ERISA (Ab) no “reportable event” (within the meaning of Section 4043(c) of as defined under ERISA) has occurred or is reasonably expected to occur that would result in a material loss with respect to the Company, any Employee Benefit Plan; (Bc) no “accumulated failure to satisfy the minimum funding deficiency” standards (within the meaning of Section 302 of ERISA or Section 412 of the CodeCode or Section 302 of ERISA), whether or not waived, has occurred or is reasonably expected to occur, occur with respect to any Employee Benefit Plan; (Cd) the fair market value of the assets under each Employee Benefit Plan that is required to be funded (excluding, for these purposes, accrued but unpaid contributions) exceeds the present value of all benefits accrued under such Employee Benefit Plan (determined based on those assumptions used to fund such Employee Benefit Plan), and ; (De) neither the Company or nor any member of its Controlled Group ERISA Affiliates has incurred, incurred or reasonably expects to incur, incur any liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any Employee Benefit Plan, (other than contributions to ii) Sections 412 and 430, 4971, 4975 or 4980B of the Plan Code or premiums to the Pension Benefit Guaranty Corporation in the ordinary course (iii) Sections 302 and without default) in respect of a Plan (including a “multiemployer plan”303, within the meaning of Section 4001(c)(3) 406, 4063 and 4064 of ERISA); and (ivf) each Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code is so qualified and and, to the knowledge of the Company, nothing has occurred, to the Company’s knowledge, whether by action or by failure to act, which would reasonably be expected to cause the loss of such qualification; (g) there is no pending audit or investigation by the Internal Revenue Service, the U.S. Department of Labor, the Pension Benefit Guaranty Corporation or any other governmental or other regulatory entity or agency with respect to any Employee Benefit Plan; and (h) the Company does not have any “accumulated post-retirement benefit obligations” (within the meaning of Statement of Financial Accounting Standards 106). For the purposes of this Section, “ERISA Affiliate” means, with respect to the Company, any Person or trade or business treated together with the Company as a single employer under Sections 414(b), (c), (m) or (o) of the Internal Revenue Code of 1986, as amended, and the regulations and published interpretations thereunder (the “Code”) or under common control for purposes of Title IV of ERISA.

ERISA Compliance. (i) Each “employee benefit plan” (within the meaning of Section 3(3) of the Employee Retirement Security Act of 1974, as amended (“ERISA”)) for which the Company Partnership or any member of its “Controlled Group” (defined as any organization which is a member of a controlled group of corporations within the meaning of Section 414 of the Internal Revenue Code of 1986, as amended (the “Code”)) would have any liability (each a “Plan”) has been maintained in compliance in all material respects with its terms and with the requirements of all applicable statutes, rules and regulations including ERISA and the Code; (ii) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Plan excluding transactions effected pursuant to a statutory or administrative exemption; (iii) with respect to each Plan subject to Title IV of ERISA (A) no “reportable event” (within the meaning of Section 4043(c) of ERISA) has occurred or is reasonably expected to occur that would result in a material loss to the Companyoccur, (B) no “accumulated funding deficiency” (within the meaning of Section 302 of ERISA or Section 412 of the Code), whether or not waived, has occurred or is reasonably expected to occur, (C) the fair market value of the assets under each Plan that is required to be funded exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan), and (D) neither the Company or Partnership nor any member of its Controlled Group has incurred, or reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the Plan or premiums to the Pension Benefit Guaranty Corporation in the ordinary course and without default) in respect of a Plan (including a “multiemployer plan”, within the meaning of Section 4001(c)(3) of ERISA); and (iv) each Plan that is intended to be qualified under Section 401(a) of the Code is so qualified and nothing has occurred, to the Company’s knowledge, whether by action or by failure to act, which would cause the loss of such qualification.

ERISA Compliance. (i) Each “employee benefit plan” (, within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) , for which the Company Company, its subsidiaries or any member of its “Controlled Group” (defined as any organization which entity, whether or not incorporated, that is a member of a controlled group of corporations under common control with the Company within the meaning of Section 414 4001(a)(14) of ERISA or any entity that would be regarded as a single employer with the Company under Section 414(b),(c),(m) or (o) of the Internal Revenue Code of 1986, as amended (the “Code”)) would have any liability (each each, a “Plan”) has been maintained in compliance in all material respects with its terms and with the requirements of all any applicable statutes, orders, rules and regulations including regulations, including, but not limited to, ERISA and the Code; (ii) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Plan Plan, excluding transactions effected pursuant to a statutory or administrative exemption; (iii) with respect to for each Plan that is subject to Title IV of ERISA (A) no “reportable event” (within the meaning funding rules of Section 4043(c) 412 of the Code or Section 302 of ERISA) , no Plan has occurred failed (whether or not waived), or is reasonably expected to occur that would result in a material loss fail, to satisfy the Company, (B) no “accumulated minimum funding deficiency” standards (within the meaning of Section 302 of ERISA or Section 412 of the Code)) applicable to such Plan; (iv) no Plan is, whether or not waived, has occurred or is reasonably expected to occurbe, in “at risk status” (Cwithin the meaning of Section 303(i) of ERISA) and no Plan that is a “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA is in “endangered status” or “critical status” (within the meaning of Sections 304 and 305 of ERISA); (v) the fair market value of the assets under of each Plan that is required to be funded exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan); (vi) no “reportable event” (within the meaning of Section 4043(c) of ERISA and the regulations promulgated thereunder) has occurred or is reasonably expected to occur; (vii) each Plan that is intended to be qualified under Section 401(a) of the Code is so qualified, and nothing has occurred, whether by action or by failure to act, which would cause the loss of such qualification; (Dviii) neither the Company or nor any member of its the Controlled Group has incurred, or nor reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the Plan or premiums to the Pension Benefit Guaranty Corporation Corporation, in the ordinary course and without default) in respect of a Plan (including a “multiemployer plan”, ” within the meaning of Section 4001(c)(34001(a)(3) of ERISA); and (ivix) each Plan that none of the following events has occurred or is intended reasonably likely to occur: (A) a material increase in the aggregate amount of contributions required to be qualified under Section 401(a) made to all Plans by the Company, its subsidiaries or its Controlled Group affiliates in the current fiscal year of the Code is so qualified and nothing has occurredCompany, its subsidiaries or its Controlled Group affiliates compared to the Company’s knowledge, whether by action or by failure to act, which would cause the loss amount of such qualificationcontributions made in the Company’s, its subsidiaries’ or its Controlled Group affiliates’ most recently completed fiscal year; or (B) a material increase in the Company or its subsidiaries’ “accumulated post-retirement benefit obligations” (within the meaning of Accounting Standards Codification Topic 715-60) compared to the amount of such obligations in the Company or its subsidiaries’ most recently completed fiscal year, except in each case with respect to the events or conditions set forth in (i) through (ix) hereof, as would not, individually or in the aggregate, result in a Material Adverse Change.

ERISA Compliance. (i) Each “employee benefit plan” (, within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) , for which the Company or any member of its “Controlled Group” (defined as any organization which entity, whether or not incorporated, that is a member of a controlled group of corporations under common control with the Company within the meaning of Section 414 4001(a)(14) of ERISA or any entity that would be regarded as a single employer with the Company under Section 414(b),(c),(m) or (o) of the Internal Revenue Code of 1986, as amended (the “Code”)) would have any liability (each each, a “Plan”) has been maintained in compliance in all material respects with its terms and with the requirements of all any applicable statutes, orders, rules and regulations regulations, including but not limited to ERISA and the Code; (ii) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Plan Plan, excluding transactions effected pursuant to a statutory or administrative exemption; (iii) with respect to for each Plan that is subject to Title IV of ERISA (A) no “reportable event” (within the meaning funding rules of Section 4043(c) 412 of the Code or Section 302 of ERISA) , no Plan has occurred failed (whether or not waived), or is reasonably expected to occur that would result in a material loss fail, to satisfy the Company, (B) no “accumulated minimum funding deficiency” standards (within the meaning of Section 302 of ERISA or Section 412 of the Code)) applicable to such Plan; (iv) no Plan is, whether or not waived, has occurred or is reasonably expected to occurbe, in “at risk status” (Cwithin the meaning of Section 303(i) of ERISA) and no Plan that is a “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA is in “endangered status” or “critical status” (within the meaning of Sections 304 and 305 of ERISA) (v) the fair market value of the assets under of each Plan that is required to be funded exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan); (vi) no “reportable event” (within the meaning of Section 4043(c) of ERISA and the regulations promulgated thereunder) has occurred or is reasonably expected to occur; (vii) each Plan that is intended to be qualified under Section 401(a) of the Code is so qualified, and nothing has occurred, whether by action or by failure to act, which would cause the loss of such qualification; (Dviii) neither the Company or nor any member of its the Controlled Group has incurred, or nor reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the Plan or premiums to the Pension Benefit Guaranty Corporation Guarantee Corporation, in the ordinary course and without default) in respect of a Plan (including a “multiemployer plan”, ” within the meaning of Section 4001(c)(34001(a)(3) of ERISA); and (ivix) each Plan that none of the following events has occurred or is intended reasonably likely to occur: (A) a material increase in the aggregate amount of contributions required to be qualified under Section 401(a) made to all Plans by the Company or its Controlled Group affiliates in the current fiscal year of the Code is so qualified Company and nothing has occurred, its Controlled Group affiliates compared to the amount of such contributions made in the Company’s knowledge, whether by action and its Controlled Group affiliates’ most recently completed fiscal year; or by failure (B) a material increase in the Company and its subsidiaries’ “accumulated post-retirement benefit obligations” (within the meaning of Accounting Standards Codification Topic 715-60) compared to act, which would cause the loss amount of such qualificationobligations in the Company and its subsidiaries’ most recently completed fiscal year, except in each case with respect to the events or conditions set forth in (i) through (ix) hereof, as would not, individually or in the aggregate, have a Material Adverse Effect.

ERISA Compliance. Except as would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect (i) Each any “employee benefit planEmployee Benefit Plan” (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended amended, and the regulations and published interpretations thereunder (collectively, “ERISA”)) for which the Company or its ERISA Affiliates (as defined below) would have any member liability (each, a “Plan”) has complied in all material respects with its terms and the requirements of its “Controlled Group” (defined as any organization which is a member of a controlled group of corporations within the meaning of Section 414 of applicable statutes, orders, rules and regulations, including but not limited to, ERISA and the Internal Revenue Code of 1986, as amended amended, and the regulations and published interpretations thereunder (the “Code”)) would have any liability (each a “Plan”) has been maintained in compliance in all material respects with its terms and with the requirements of all applicable statutes, rules and regulations including ERISA and the Code; (ii) no prohibited transaction, within Plan is subject to Section 412 of the meaning of Section 406 of ERISA Code or Section 4975 of the Code, has occurred with respect to any Plan excluding transactions effected pursuant to a statutory 302 or administrative exemption; (iii) with respect to each Plan subject to Title IV of ERISA , (iii) neither the Company nor any of its ERISA Affiliates has incurred or reasonably expects to incur any obligation or liability under (A) no “reportable event” (within the meaning Title IV of Section 4043(c) of ERISA) has occurred ERISA with respect to termination of, or is reasonably expected to occur that would result in a material loss to the Companywithdrawal from, any Plan, (B) no “accumulated funding deficiency” (within the meaning of Section 302 of ERISA Sections 412 and 430, 4971, 4975 or Section 412 4980B of the Code), whether Code or not waived, has occurred or is reasonably expected to occur, (C) the fair market value of the assets under each Plan that is required to be funded exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan)Sections 302 and 303, 406, 4063 and (D) neither the Company or any member of its Controlled Group has incurred, or reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the Plan or premiums to the Pension Benefit Guaranty Corporation in the ordinary course and without default) in respect of a Plan (including a “multiemployer plan”, within the meaning of Section 4001(c)(3) 4064 of ERISA); and , (iv) each Plan that is intended to be qualified under Section 401(a) of the Code is so qualified and nothing has occurred, to the Company’s knowledge, whether by action or by failure to act, which would cause the loss of such qualification, (v) there is no pending audit or investigation by the Internal Revenue Service, the U.S. Department of Labor, the Pension Benefit Guaranty Corporation or any other governmental agency or any foreign regulatory agency with respect to any Plan that would reasonably be expected to result in material liability to the Company, (vi) there has not occurred, nor is there reasonably likely to occur, a material increase in the aggregate amount of contributions required to be made to all Plans by the Company or any of its subsidiaries in the current fiscal year of the Company and its subsidiaries compared to the amount of such contributions made in the Company’s and its subsidiaries’ most recently completed fiscal year, and (vii) the Company does not have any “accumulated postretirement benefit obligations” (within the meaning of Statement of Financial Accounting Standards 106). “ERISA Affiliate” means, with respect to the Company, any member of any group of organizations described in Sections 414(b), (c), (m) or (o) of the Code of which the Company is a member.