Common use of ERISA Compliance Clause in Contracts

ERISA Compliance. The Company, its subsidiaries and the Guarantor and any “employee benefit plan” (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 or maintained by the Company, its subsidiaries, the Guarantor or their ERISA Affiliates (as defined below) are in compliance in all material respects with ERISA and, to the knowledge of the Company, each “multiemployer plan” (as defined in Section 4001 of ERISA) to which the Company, its subsidiaries, the Guarantor or an ERISA Affiliate contributes (a “Multiemployer Plan”) is in compliance in all material respects with ERISA. “ERISA Affiliate” means, with respect to the Company, the Guarantor or a subsidiary, 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 the Company or such subsidiary or the Guarantor is a member. Except as would not reasonably be expected to result in a Material Adverse Change, 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 the Company, its subsidiaries or any of their ERISA Affiliates. None of the Company, its subsidiaries, the Guarantor or any of their ERISA Affiliates has incurred or reasonably expects to incur any material liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “employee benefit plan” or (ii) Section 412, 4971, 4975 or 4980B of the Code. Each “employee benefit plan” established or maintained by the Company, its subsidiaries, the Guarantor or any of their ERISA Affiliates that is intended to be qualified under Section 401 of the Code is so qualified and nothing has occurred, whether by action or failure to act, which would reasonably be expected to cause the loss of such qualification.

ERISA Compliance. The Company, Company and its subsidiaries and the Guarantor and any “employee benefit plan” (as defined under are in compliance, in all material respects, with all presently applicable provisions of the Employee Retirement Income Security Act of 1974 (1974, as amended, “ERISA,” which term, as used herein, includes including the regulations and published interpretations thereunder) established or maintained by the Company, its subsidiaries, the Guarantor or their ERISA Affiliates thereunder (as defined below) are in compliance in all material respects with ERISA and, to the knowledge of the Company, each “multiemployer plan” (as defined in Section 4001 of ERISA) to which the Company, its subsidiaries, the Guarantor or an ERISA Affiliate contributes (a “Multiemployer Plan”) is in compliance in all material respects with ERISA. “ERISA Affiliate” means, with respect to the Company, the Guarantor or a subsidiary, 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 the Company or such subsidiary or the Guarantor is a member. Except as would not reasonably be expected to result in a Material Adverse Change, ); no “reportable event” (as defined under ERISAin ERISA other than an event for which the notice requirements have been waived by regulations) has occurred or is reasonably expected to occur with respect to any “employee benefit pension plan” established or maintained by (as defined in ERISA) for which the Company, its subsidiaries or Company would have any of their ERISA Affiliates. None of liability; the Company, its subsidiaries, the Guarantor or any of their ERISA Affiliates Company has not incurred or does not reasonably expects expect to incur any material liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “employee benefit pension plan” or (ii) Section 412, 4971, 4975 412 or 4980B 4971 of the Code or Section 430 through 436 of the Code. Each , including the regulations and published interpretations thereunder; and each “employee benefit pension plan” established or maintained by for which the Company, its subsidiaries, the Guarantor or Company would have any of their ERISA Affiliates liability that is intended to be qualified under Section 401 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service that such plan is so qualified and in all material respects and, to the knowledge of the Company, nothing has occurred, whether by action or by failure to act, which would reasonably be expected to cause the loss of such qualification, except where such non-compliance, reportable events, liabilities or failure to be so qualified could not reasonably be expected to result in a Material Adverse Effect. None of the following events has occurred or is reasonably likely to occur: (i) a material increase in the Company and its subsidiaries’ “accumulated post-retirement benefit obligations” (within the meaning of Statement of Financial Accounting Standards 106) compared to the amount of such obligations in the Company and its subsidiaries’ most recently completed fiscal year; (ii) the filing of a claim by one or more employees or former employees of the Company or any of its subsidiaries related to its or their employment that would have a Material Adverse Effect; or (iii) any breach of any contractual obligation, or any violation of law or applicable qualification standards, with respect to the employment or compensation of employees by the Company or any of its subsidiaries that would have a Material Adverse Effect. The Company and its subsidiaries have not ever had any liability or obligation under any Plan or had any other liability or obligation under Title IV of ERISA or Sections 430 through 436 of the Code (or predecessor provisions of the Code) and none is reasonably expected. For purposes of this paragraph, the term “Plan” means a plan (within the meaning of Section 3(3) of ERISA) subject to Title IV of ERISA or Sections 430 through 436 of the Code (or predecessor provisions of the Code) with respect to which the Company or any of its subsidiaries may have any liability.

ERISA Compliance. The Company, Company and its subsidiaries and the Guarantor and any “employee benefit plan” (as defined under in Section 3(3) of the Employee Retirement Income Security Act of 1974 (1974, as amended, “ERISA,” which term, as used herein, includes and the regulations and published interpretations thereunderthereunder (collectively, “ERISA”)) established or maintained by the Company, its subsidiaries, the Guarantor subsidiaries or their “ERISA Affiliates Affiliates” (as defined below) are in compliance in all material respects with ERISA and, to the knowledge of the Company, each “multiemployer plan” (as defined in Section 4001 of ERISA) to which the Company, its subsidiaries, the Guarantor or an ERISA Affiliate contributes (a “Multiemployer Plan”) is in compliance in all material respects with ERISA. “ERISA Affiliate” means, with respect to the Company, the Guarantor Company or a subsidiary, any member of any group of organizations described in Section 414 Sections 414(b), (c), (m) or (o) of the Internal Revenue Code of 1986 (as amendedCode, the “Code,” which term, as used herein, includes the regulations and published interpretations thereunder) of which the Company or such subsidiary or the Guarantor is a member. Except as would not reasonably be expected to result in a Material Adverse Change, no 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 the Company, its subsidiaries or any of their ERISA Affiliates. None of No “employee benefit plan” established or maintained by the Company, its subsidiariessubsidiaries or any of their ERISA Affiliates, if such “employee benefit plan” were terminated, would have any “amount of unfunded benefit liabilities” (as defined under ERISA). Neither the Guarantor or Company, its subsidiaries nor any of their ERISA Affiliates has incurred or reasonably expects to incur any material liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “employee benefit plan,” or (ii) Section Sections 412, 49714971 or 4975 of the Internal Revenue Code, 4975 or (iii) Section 4980B of the CodeInternal Revenue Code with respect to the excise tax imposed thereunder. Each “employee benefit plan” established or maintained by the Company, its subsidiaries, the Guarantor subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 401 401(a) of the Internal Revenue Code is so qualified has received a favorable determination letter from the Internal Revenue Service and nothing has occurred, whether by action or failure to act, which would is reasonably be expected likely to cause disqualification of any such employee benefit plan under Section 401(a) of the loss of such qualificationInternal Revenue Code.

ERISA Compliance. The Company, Company and its subsidiaries and the Guarantor and any “employee benefit plan” (as defined under the Employee Retirement Income Security Act of 1974 (1974, as amended, “ERISA,” which term, as used herein, includes and the regulations and published interpretations thereunderthereunder (collectively, “ERISA”)) established or maintained by the Company, its subsidiaries, the Guarantor subsidiaries or their “ERISA Affiliates Affiliates” (as defined below) are in compliance in all material respects with ERISA and, to the knowledge of the Company, each “multiemployer plan” (as defined in Section 4001 of ERISA) to which the Company, its subsidiaries, the Guarantor or an ERISA Affiliate contributes (a “Multiemployer Plan”) is in compliance in all material respects with ERISA. “ERISA Affiliate” means, with respect to the Company, the Guarantor Company or a subsidiaryany of its subsidiaries, any member of any group of organizations described in Section 414 Sections 414(b), (c), (m) or (o) of the Internal Revenue Code of 1986 (1986, as amended, the “Code,” which term, as used herein, includes and the regulations and published interpretations thereunderthereunder (the “Code”) of which the Company or such subsidiary or the Guarantor is a member. Except as would not reasonably be expected to result in a Material Adverse Change, no 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 the Company, its subsidiaries or any of their ERISA AffiliatesAffiliates for which the Company would have any liability that would reasonably be expected to have a Material Adverse Effect. None of No “employee benefit plan” established or maintained by the Company, its subsidiariessubsidiaries or any of their ERISA Affiliates, if such “employee benefit plan” were terminated, would have any “amount of unfunded benefit liabilities” (as defined under ERISA). Neither the Guarantor or Company, its subsidiaries nor any of their ERISA Affiliates has incurred or reasonably expects to incur any material liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “employee benefit plan” or (ii) Section Sections 412, 4971, 4975 or 4980B of the Code, in each case except as would not be reasonably expected to have a Material Adverse Effect. Each “employee benefit plan” plan established or maintained by the Company, its subsidiaries, the Guarantor subsidiaries or any of their ERISA Affiliates for which the Company could have any liability that would reasonably be expected to have a Material Adverse Effect that is intended to be qualified under Section 401 401(a) of the Code is so qualified in all material respects and nothing has occurred, whether by action or failure to act, which would reasonably be expected to cause the loss of such qualification.

ERISA Compliance. The CompanyExcept as otherwise disclosed in the Disclosure Package, the Company and its subsidiaries and the Guarantor and any “employee benefit plan” (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 or maintained by the Company, its subsidiaries, the Guarantor subsidiaries or their ERISA Affiliates (as defined below) are in compliance in all material respects with ERISA and, to the knowledge of the Company, each “multiemployer plan” (as defined in Section 4001 applicable provisions of ERISA) , except where the failure to which so comply would not, individually or in the Companyaggregate, its subsidiaries, the Guarantor or an ERISA Affiliate contributes (reasonably be expected to result in a “Multiemployer Plan”) is in compliance in all material respects with ERISAMaterial Adverse Change. “ERISA Affiliate” means, with respect to the Company, the Guarantor Company or a subsidiary, 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 the Company or such subsidiary or the Guarantor is a member. Except as would not reasonably be expected to result in a Material Adverse Change, no 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 the Company, its subsidiaries or any of their ERISA Affiliates. None of Except as otherwise disclosed in the Disclosure Package, no “employee benefit plan” established or maintained by the Company, its subsidiariessubsidiaries or any of their ERISA Affiliates, if such “employee benefit plan” were terminated, would have any “amount of unfunded benefit liabilities” (as defined under ERISA). Neither the Guarantor or Company, its subsidiaries nor any of their ERISA Affiliates has incurred or reasonably expects to incur any material liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “employee benefit plan” or (ii) Section 412, 4971, 4975 or 4980B of the Code, which would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. Each “employee benefit plan” established or maintained by the Company, its subsidiaries, the Guarantor subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 401 of the Code is so qualified and nothing has occurred, whether by action or failure to act, which would reasonably be expected to cause the loss of such qualification.

ERISA Compliance. (i) The Company, Company and its subsidiaries and the Guarantor Significant Subsidiaries and any “employee benefit plan” (as defined under in Section 3(3) of the Employee Retirement Income Security Act of 1974 (1974, as amended, “ERISA,” which term, as used herein, includes and the regulations and published interpretations thereunderthereunder (collectively, “ERISA”)) established or maintained by the Company, its subsidiaries, the Guarantor Significant Subsidiaries or their ERISA Affiliates (as defined below) are in compliance in all material respects with ERISA and, to the knowledge of the Company, each “multiemployer plan” (as defined in Section 4001 of ERISA) to which the Company, its subsidiaries, the Guarantor or an ERISA Affiliate contributes (a “Multiemployer Plan”) is in compliance in all material respects with ERISA. “ERISA Affiliate” means, with respect to the Company, the Guarantor or a subsidiary, any member of any group of organizations described in Section 414 of and the Internal Revenue Code of 1986 1986, as amended (as amended, the “Code,” which term, as used herein, includes the regulations and published interpretations thereunder”); (ii) of which the Company or such subsidiary or the Guarantor is a member. Except as would not reasonably be expected to result in a Material Adverse Change, no “reportable event” (as defined under ERISA) ), other than an event for which the reporting requirement has been waived under regulations issued by the Pension Benefit Guaranty Corporation, has occurred or is reasonably expected to occur with respect to any “employee benefit plan” pension plan subject to Title IV of ERISA that is established or maintained by the Company, its subsidiaries Significant Subsidiaries or any of their ERISA Affiliates. None Affiliates (“Pension Plan”); (iii) no Pension Plan’s benefit liabilities under Section 4001(a)(16) of ERISA exceed the current value of that Pension Plan’s assets, all as determined as of the most recent valuation date for the Pension Plan in accordance with the assumptions used for funding the Pension Plan pursuant to Section 412 of ERISA; (iv) none of the Company, its subsidiaries, the Guarantor Significant Subsidiaries or any of their ERISA Affiliates has incurred or reasonably expects to incur any material liability under (iA) Title IV of ERISA with respect to termination of, or withdrawal from, any “employee benefit plan,” (B) Sections 4971 or 4975 of the Code, (C) Section 412 of the Code as a result of a failure to satisfy the minimum funding standard, or (iiD) Section 412, 4971, 4975 or 4980B of the Code. Each Code with respect to the excise tax imposed thereunder; and (v) each “employee benefit plan” established or maintained by the Company, its subsidiaries, the Guarantor Significant Subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 401 401(a) of the Code is so qualified has received a favorable determination letter from the Internal Revenue Service and nothing has occurred, whether by action or failure to act, which would is reasonably be expected likely to cause disqualification of any such employee benefit plan under Section 401(a) of the loss Code, except in the case of each of clauses (i) through (v), which would not have a Material Adverse Effect. “ERISA Affiliate” means, with respect to the Company or a Significant Subsidiary, any member of any group of organizations described in Section 414(b), (c), (m) or (o) of the Code, of which the Company or such qualificationSignificant Subsidiary is a member.

ERISA Compliance. The Company, Company and its subsidiaries and the Guarantor and any “employee benefit plan” (as defined under the Employee Retirement Income Security Act of 1974 (1974, as amended, “ERISA,” which term, as used herein, includes and the regulations and published interpretations thereunderthereunder (collectively, “ERISA”)) established or maintained by the Company, its subsidiaries, the Guarantor subsidiaries or their ERISA Affiliates (as defined below) are in compliance in all material respects with ERISA and, to the knowledge of the Company, each “multiemployer plan” (as defined in Section 4001 of ERISA) to which the Company, its subsidiaries, the Guarantor or an ERISA Affiliate contributes (a “Multiemployer Plan”) is in compliance in all material respects with ERISA. “ERISA Affiliate” means, with respect to the Company, the Guarantor Company or a subsidiary, any member of any group of organizations described in Section 414 Sections 414(b), (c), (m) or (o) of the Internal Revenue Code of 1986 (as amendedCode, the “Code,” which term, as used herein, includes the regulations and published interpretations thereunder) of which the Company or such subsidiary or the Guarantor is a member. Except as would not reasonably be expected to result in a Material Adverse Change, no No “reportable event” (as defined under ERISA) that has not been waived under ERISA has occurred or is reasonably expected to occur with respect to any “employee benefit plan” established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates. None of No “employee benefit plan” established or maintained by the Company, its subsidiariessubsidiaries or any of their ERISA Affiliates, if such “employee benefit plan” were terminated, would have any material “amount of unfounded benefit liabilities” (as defined under ERISA). Neither the Guarantor or Company, its subsidiaries nor any of their ERISA Affiliates has incurred or reasonably expects to incur any material liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “employee benefit plan” or (ii) Section Sections 412, 4971, 4975 or 4980B of the Code. Each “employee benefit plan” established or maintained by the Company, its subsidiaries, the Guarantor subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 401 401(a) of the Code Code, including the American Capital Strategies, Ltd. Investment and Employee Stock Ownership Plan (the “ESOP”), is so qualified and nothing has occurred, whether by action or failure to act, which would reasonably be expected to cause the loss of such qualification. The Company has not received any notification of any investigation, examination, audit or review of any type by or with the Internal Revenue Service or Department of Labor regarding or in connection with any “employee benefit plan” established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates other than the notification relating to the tax year ended September 1997 of the Company by the Internal Revenue Service with respect to the Form 1120.

ERISA Compliance. The CompanyParent Guarantor, its subsidiaries the Issuer and the Guarantor subsidiaries of the Issuer and any “employee benefit plan” (as defined under in Section 3(3) of the Employee Retirement Income Security Act of 1974 (1974, as amended, “ERISA,” which term, as used herein, includes and the regulations and published interpretations thereunderthereunder (collectively, “ERISA”)) established or maintained by the Company, its subsidiariesParent Guarantor, the Guarantor Issuer and the subsidiaries of the Issuer or their “ERISA Affiliates Affiliates” (as defined below) are in compliance in all material respects with ERISA and, to the knowledge of the Company, each “multiemployer plan” (as defined in Section 4001 of ERISA) to which the Company, its subsidiaries, the Guarantor or an ERISA Affiliate contributes (a “Multiemployer Plan”) is in compliance in all material respects with ERISA. “ERISA Affiliate” means, with respect to the Company, the Guarantor any person or a subsidiaryany subsidiary of such person, any member of any group of organizations described in Section 414 Sections 414(b), (c), (m) or (o) of the Internal Revenue Code of 1986 (as amendedCode, the “Code,” which term, as used herein, includes the regulations and published interpretations thereunder) of which the Company such person or such subsidiary or the Guarantor is a member. Except as would not reasonably be expected to result in a Material Adverse Change, no 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 the CompanyParent Guarantor, the Issuer and the subsidiaries of the Issuer or any of their ERISA Affiliates. No “employee benefit plan” established or maintained by the Issuer, its subsidiaries or any of their ERISA Affiliates, if such “employee benefit plan” were terminated, would have any “amount of unfunded benefit liabilities” (as defined under ERISA). None of the Company, its subsidiariesParent Guarantor, the Guarantor Issuer or any of the subsidiaries of the Issuer nor any of their ERISA Affiliates has incurred or reasonably expects to incur any material liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “employee benefit plan,” or (ii) Section Sections 412, 49714971 or 4975 of the Internal Revenue Code, 4975 or (iii) Section 4980B of the CodeInternal Revenue Code with respect to the excise tax imposed thereunder. Each “employee benefit plan” established or maintained by the Company, its subsidiariesParent Guarantor, the Guarantor Issuer or any of the subsidiaries of the Issuer or any of their ERISA Affiliates that is intended to be qualified under Section 401 401(a) of the Internal Revenue Code is so qualified has received a favorable determination letter from the Internal Revenue Service and nothing has occurred, whether by action or failure to act, which would is reasonably be expected likely to cause disqualification of any such employee benefit plan under Section 401(a) of the loss of such qualificationInternal Revenue Code.

ERISA Compliance. The CompanyBorrower will promptly furnish, and will cause its subsidiaries and the Guarantor Subsidiaries and any “employee benefit plan” (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 or maintained by the Company, its subsidiaries, the Guarantor or their ERISA Affiliates (as defined below) are in compliance in all material respects with ERISA andAffiliate to promptly furnish, to the knowledge Administrative Agent (a) promptly after the filing thereof with the United States Secretary of the Company, each “multiemployer plan” (as defined in Section 4001 of ERISA) to which the Company, its subsidiariesLabor, the Guarantor Internal Revenue Service or an ERISA Affiliate contributes (a “Multiemployer Plan”) is in compliance in all material respects with ERISA. “ERISA Affiliate” meansthe PBGC, copies of each annual and other report with respect to each Plan, if any, or any trust created thereunder, (b) immediately upon becoming aware of the Companyoccurrence of any ERISA Event or of any “prohibited transaction,” as described in section 406 of ERISA or in section 4975 of the Code, in connection with any Plan or any trust created thereunder, a written notice signed by the Guarantor President or a subsidiarythe principal Financial Officer of the Borrower, its Subsidiaries or the ERISA Affiliate, as the case may be, specifying the nature thereof, what action the Borrower, its Subsidiaries or the ERISA Affiliate is taking or proposes to take with respect thereto, and, when known, any member of any group of organizations described in Section 414 of action taken or proposed by the Internal Revenue Code of 1986 (as amendedService, the “Code,” which term, as used herein, includes the regulations and published interpretations thereunder) Department of which the Company or such subsidiary Labor or the Guarantor is a member. Except as would not reasonably be expected to result in a Material Adverse Change, no “reportable event” (as defined under ERISA) has occurred or is reasonably expected to occur PBGC with respect to thereto, and (c) immediately upon receipt thereof, copies of any “employee benefit plan” established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates. None notice of the CompanyPBGC’s intention to terminate or to have a trustee appointed to administer any Plan. With respect to each Plan, its subsidiariesif any (other than a Multiemployer Plan), the Guarantor or any Borrower will, and the Borrower will cause each of their its Subsidiaries and ERISA Affiliates has incurred or reasonably expects to incur any material liability under to, (i) Title IV 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 with respect (determined without regard to termination ofsections 303, or withdrawal from304 and 306 of ERISA), any “employee benefit plan” or and (ii) Section 412pay, 4971, 4975 or 4980B of the Code. Each “employee benefit plan” established or maintained by the Company, its subsidiaries, the Guarantor or any of their ERISA Affiliates that is intended cause to be qualified under Section 401 paid, to the PBGC in a timely manner, without incurring any late payment or underpayment charge or penalty, all premiums required pursuant to sections 4006 and 4007 of the Code is so qualified and nothing has occurred, whether by action or failure to act, which would reasonably be expected to cause the loss of such qualificationERISA.

ERISA Compliance. The Company, its subsidiaries and the Guarantor and any each “employee benefit plan” (as defined under Section 3(3) of the Employee Retirement Income Security Act of 1974 1974, as amended (as amended, “ERISA,” which term, as used herein, includes the regulations and published interpretations thereunder) )), established or maintained by the Company, its subsidiaries, the Guarantor or their any ERISA Affiliates Affiliate (as defined below) are or for which the Company, its subsidiaries, the Guarantor or their ERISA Affiliates would have any liability (each, a “Plan”), is in compliance in all material respects with ERISA and, to and the Code (as defined below). To the knowledge of the Company, each “multiemployer plan” (as defined in Section 4001 of ERISA) to which the Company, its subsidiaries, the Guarantor or an any ERISA Affiliate contributes (a “Multiemployer Plan”) is in compliance in all material respects with ERISA. “ERISA Affiliate” means, with respect to the Company, the Guarantor or a subsidiary, means any member of any group of organizations described in Section 414 of the Internal Revenue Code of 1986 1986, as amended (as amended, the “Code,” which term, as used herein, includes the regulations and published interpretations thereunder) of which the Company or such subsidiary any of its subsidiaries or the Guarantor is a member. Except as would not reasonably be expected to result in a Material Adverse Change, (i) 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). The fair market value of the assets of each Plan exceeds the present value of all benefits accrued under such Plan and (ii) no “reportable event” (as defined under Section 4043(c) of ERISA) has occurred or is reasonably expected to occur with respect to any “employee benefit plan” established or maintained by the Company, its subsidiaries or any of their ERISA AffiliatesPlan. None of the Company, its subsidiaries, the Guarantor or any of their ERISA Affiliates Affiliate has incurred incurred, or reasonably expects to incur incur, any material liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “employee benefit plan” or (ii) Section 412, 4971, 4975 or 4980B of the Code. Each “employee benefit plan” established or maintained by the Company, its subsidiaries, the Guarantor or any of their ERISA Affiliates Plan that is intended to be qualified under Section 401 of the Code is so qualified and nothing has occurred, whether by action or by failure to act, which would reasonably be expected to cause the loss of such qualification.

ERISA Compliance. The Company, Company and its subsidiaries and the Guarantor and any “employee benefit plan” (as defined under in Section 3(3) of the Employee Retirement Income Security Act of 1974 (1974, as amended, “ERISA,” which term, as used herein, includes and the regulations and published interpretations thereunderthereunder (collectively, “ERISA”)) established or maintained by the Company, its subsidiaries, the Guarantor subsidiaries or their “ERISA Affiliates Affiliates” (as defined below) are in compliance in all material respects with ERISA and, to the knowledge of the Company, each “multiemployer plan” (as defined in Section 4001 of ERISA) to which the Company, its subsidiaries, the Guarantor or an ERISA Affiliate contributes (a “Multiemployer Plan”) is in compliance in all material respects with ERISA. “ERISA Affiliate” means, with respect to the Company, the Guarantor Company or a subsidiary, any member of any group of organizations described in Section 414 Sections 414(b), (c), (m) or (o) of the Internal Revenue Code of 1986 1986, as amended (as amended, the “Internal Revenue Code,” which term”), as used herein, includes the regulations and published interpretations thereunder) of which the Company or such subsidiary or the Guarantor is a member. Except as would not reasonably be expected to result in a Material Adverse Change, no 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 the Company, its subsidiaries or any of their ERISA Affiliates. None of No “employee benefit plan” established or maintained by the Company, its subsidiariessubsidiaries or any of their ERISA Affiliates, if such “employee benefit plan” were terminated, would have any “amount of unfunded benefit liabilities” (as defined under ERISA). Neither the Guarantor or Company, its subsidiaries nor any of their ERISA Affiliates has incurred or reasonably expects to incur any material liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “employee benefit plan,” or (ii) Section Sections 412, 49714971 or 4975 of the Internal Revenue Code, 4975 or (iii) Section 4980B of the CodeInternal Revenue Code with respect to the excise tax imposed thereunder. Each “employee benefit plan” established or maintained by the Company, its subsidiaries, the Guarantor subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 401 401(a) of the Internal Revenue Code is so qualified has received a favorable determination letter from the Internal Revenue Service and nothing has occurred, whether by action or failure to act, which would is reasonably be expected likely to cause disqualification of any such employee benefit plan under Section 401(a) of the loss of such qualificationInternal Revenue Code.

ERISA Compliance. The CompanyTransaction Parties, its the subsidiaries and of the Parent Guarantor and any “employee benefit plan” (as defined under in Section 3(3) of the Employee Retirement Income Security Act of 1974 (1974, as amended, “ERISA,” which term, as used herein, includes and the regulations and published interpretations thereunderthereunder (collectively, “ERISA”)) established or maintained by the Company, its subsidiariesTransaction Parties, the subsidiaries of the Parent Guarantor or their “ERISA Affiliates Affiliates” (as defined below) are in compliance in all material respects with ERISA and, to the knowledge of the Company, each “multiemployer plan” (as defined in Section 4001 of ERISA) to which the Company, its subsidiaries, the Guarantor or an ERISA Affiliate contributes (a “Multiemployer Plan”) is in compliance in all material respects with ERISA. “ERISA Affiliate” means, with respect to the Company, the Guarantor any person or a subsidiaryany subsidiary of such person, any member of any group of organizations described in Section 414 Sections 414(b), (c), (m) or (o) of the Internal Revenue Code of 1986 (as amendedCode, the “Code,” which term, as used herein, includes the regulations and published interpretations thereunder) of which the Company such person or such subsidiary or the Guarantor is a member. Except as would not reasonably be expected to result in a Material Adverse Change, no 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 the CompanyTransaction Parties, its the subsidiaries of the Parent Guarantor or any of their ERISA Affiliates. None No “employee benefit plan” established or maintained by the Transaction Parties, the subsidiaries of the CompanyParent Guarantor or any of their ERISA Affiliates, its subsidiariesif such “employee benefit plan” were terminated, would have any “amount of unfunded benefit liabilities” (as defined under ERISA). No Transaction Party, subsidiary of the Parent Guarantor or any of their ERISA Affiliates has incurred or reasonably expects to incur any material liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “employee benefit plan,” or (ii) Section Sections 412, 49714971 or 4975 of the Internal Revenue Code, 4975 or (iii) Section 4980B of the CodeInternal Revenue Code with respect to the excise tax imposed thereunder. Each “employee benefit plan” established or maintained by any Transaction Party, any subsidiary of the Company, its subsidiaries, the Parent Guarantor or any of their ERISA Affiliates that is intended to be qualified under Section 401 401(a) of the Internal Revenue Code is so qualified has received a favorable determination letter from the Internal Revenue Service and nothing has occurred, whether by action or failure to act, which would is reasonably be expected likely to cause disqualification of any such employee benefit plan under Section 401(a) of the loss of such qualificationInternal Revenue Code.

ERISA Compliance. The Company, Company and its subsidiaries and the Guarantor and any “"employee benefit plan” " (as defined under the Employee Retirement Income Security Act of 1974 (1974, as amended, “ERISA,” which term, as used herein, includes and the regulations and published interpretations thereunderthereunder (collectively, "ERISA")) established or maintained by the Company, its subsidiaries, the Guarantor subsidiaries or their "ERISA Affiliates Affiliates" (as defined below) are in compliance in all material respects with ERISA and, to the knowledge of the Company, each “multiemployer plan” (as defined in Section 4001 of ERISA) to which the Company, its subsidiaries, the Guarantor or an ERISA Affiliate contributes (a “Multiemployer Plan”) is in compliance in all material respects with ERISA. “"ERISA Affiliate” " means, with respect to the Company, the Guarantor Company or a subsidiary, any member of any group of organizations described in Section 414 Sections 414(b),(c),(m) or (o) of the Internal Revenue Code of 1986 (1986, as amended, the “Code,” which term, as used herein, includes and the regulations and published interpretations thereunderthereunder (the "Code") of which the Company or such subsidiary or the Guarantor is a member. Except as would not reasonably be expected to result in a Material Adverse Change, no “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 the Company, its subsidiaries or any of their ERISA Affiliates. None of No "employee benefit plan" established or maintained by the Company, its subsidiariessubsidiaries or any of their ERISA Affiliates, if such "employee benefit plan" were terminated, would have any "amount of unfunded benefit liabilities" (as defined under ERISA). Neither the Guarantor or Company, its subsidiaries nor any of their ERISA Affiliates has incurred or reasonably expects to incur any material liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “"employee benefit plan” " or (ii) Section Sections 412, 4971, 4975 or 4980B of the Code. Each “"employee benefit plan” " established or maintained by the Company, its subsidiaries, the Guarantor subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 401 401(a) of the Code is so qualified and nothing has occurred, whether by action or failure to act, which would reasonably be expected to cause the loss of such qualification. Any certificate signed by an officer of the Company and delivered to the Representatives or to counsel for the Underwriters shall be deemed to be a representation and warranty by the Company to each Underwriter as to the matters set forth therein.

ERISA Compliance. The Company, Company and its subsidiaries and the Guarantor and any “employee benefit plan” (as defined under in Section 3(3) of the Employee Retirement Income Security Act of 1974 (1974, as amended, “ERISA,” which term, as used herein, includes and the regulations and published interpretations thereunderthereunder (collectively, “ERISA”)) established or maintained by the Company, its subsidiaries, the Guarantor subsidiaries or their ERISA Affiliates (as defined below) are in compliance in all material respects with ERISA and, to the knowledge of the Company, each “multiemployer plan” (as defined in Section 4001 of ERISA) to which the Company, its subsidiaries, the Guarantor or an ERISA Affiliate contributes (a “Multiemployer Plan”) is in compliance in all material respects with ERISA. “ERISA Affiliate” means, with respect to the Company, the Guarantor Company or a subsidiary, any member of any group of organizations described in Section 414 Sections 414(b), (c), (m) or (o) of the Internal Revenue Code of 1986 1986, as amended (as amended, the “Internal Revenue Code,” which term”), as used herein, includes the regulations and published interpretations thereunder) of which the Company or such subsidiary or the Guarantor is a member. Except as would not reasonably be expected to result in a Material Adverse Change, no 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 the Company, its subsidiaries or any of their ERISA Affiliates. None of No “employee benefit plan” established or maintained by the Company, its subsidiariessubsidiaries or any of their ERISA Affiliates, if such “employee benefit plan” were terminated, would have any “amount of unfunded benefit liabilities” (as defined under ERISA). Neither the Guarantor or Company, its subsidiaries nor any of their ERISA Affiliates has incurred or reasonably expects to incur any material liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “employee benefit plan,” or (ii) Section Sections 412, 49714971 or 4975 of the Internal Revenue Code, 4975 or (iii) Section 4980B of the CodeInternal Revenue Code with respect to the excise tax imposed thereunder. Each “employee benefit plan” established or maintained by the Company, its subsidiaries, the Guarantor subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 401 401(a) of the Internal Revenue Code is so qualified has received a favorable determination letter from the Internal Revenue Service and nothing has occurred, whether by action or failure to act, which would is reasonably be expected likely to cause disqualification of any such employee benefit plan under Section 401(a) of the loss of such qualificationInternal Revenue Code.

ERISA Compliance. The Company, its subsidiaries and the Guarantor Obligors and any “employee benefit plan” (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 established, maintained, sponsored, contributed to or maintained required to be contributed to, by the Company, its subsidiaries, the Guarantor Obligors or their ERISA Affiliates (as defined below) or with respect to which any of the foregoing has or could reasonably be expected to have any liability (other than a Multiemployer Plan (as defined below)) are in compliance in all material respects with all applicable laws, including the Code and ERISA and, to the knowledge of the CompanyObligors, each “multiemployer plan” (as defined in Section 4001 of ERISA) to which the Company, its subsidiaries, the Guarantor Obligors or an ERISA Affiliate contributes (as defined below) contributes, is required to contribute or with respect to which any of the foregoing has or could have any liability (a “Multiemployer Plan”) is in compliance in all material respects with all applicable laws, including the Code and ERISA, except in each case for such noncompliance as would not have a Material Adverse Effect. “ERISA Affiliate” means, with respect to any of the Company, the Guarantor or a subsidiaryObligors, any member of any group of organizations described in entity that would be considered a single employer with such Obligor under Section 414 414(b), (c), (m) or (o) 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 or the Guarantor is a member. Except as would not reasonably be expected to result in a Material Adverse Change, no No “reportable event” (as defined under ERISA) has occurred or within the last six years, is reasonably expected to occur with respect to any “employee benefit plan” established established, maintained, sponsored, contributed to or maintained required to be contributed to, by any of the Company, its subsidiaries Obligors or any of their ERISA AffiliatesAffiliates or with respect to which any of the foregoing has or could reasonably be expected to have any liability (other than a Multiemployer Plan) or, to the knowledge of the Obligors, is reasonably expected to occur with respect to any Multiemployer Plan. None of the Company, its subsidiaries, the Guarantor Obligors or any of their ERISA Affiliates has within the last six years incurred any unsatisfied liability or reasonably expects to incur any material liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “employee benefit plan” or (ii) Section Sections 412, 4971, 4975 or 4980B of the Code, except for such liability as would not have a Material Adverse Effect. Each “employee benefit plan” established established, maintained, sponsored, contributed to or maintained required to be contributed to, by any of the Company, its subsidiaries, the Guarantor Obligors or any of their ERISA Affiliates or with respect to which any of the foregoing has or could reasonably be expected to have any liability (other than a Multiemployer Plan) that is intended to be qualified under Section 401 of the Code is so qualified, to the knowledge of the Obligors, each Multiemployer Plan is so qualified and and, to the knowledge of the Obligors, nothing has occurred, whether by action or failure to act, which would could reasonably be expected to cause the loss of such qualificationqualification with respect to any of the foregoing.

ERISA Compliance. The Company, its subsidiaries Borrower will promptly furnish and will cause the Guarantor Restricted Subsidiaries and any “employee benefit plan” ERISA Affiliate to promptly furnish to the Administrative Agent (as defined under a) promptly after the Employee Retirement Income Security Act filing thereof with the United States Secretary of 1974 (as amended, “ERISA,” which term, as used herein, includes the regulations and published interpretations thereunder) established or maintained by the Company, its subsidiariesLabor, the Guarantor Internal Revenue Service or their ERISA Affiliates (as defined below) are in compliance in all material respects with ERISA andthe PBGC, to the knowledge copies of the Company, each “multiemployer plan” (as defined in Section 4001 of ERISA) to which the Company, its subsidiaries, the Guarantor or an ERISA Affiliate contributes (a “Multiemployer Plan”) is in compliance in all material respects with ERISA. “ERISA Affiliate” means, annual and other report with respect to each Plan or any trust created thereunder, (b) promptly upon becoming aware of the Companyoccurrence of any ERISA Event or of any “prohibited transaction,” as described in section 406 of ERISA or in section 4975 of the Code, in connection with any Plan or any trust created thereunder, a written notice signed by the President or the principal Financial Officer, the Guarantor Restricted Subsidiary or a subsidiarythe ERISA Affiliate, as the case may be, specifying the nature thereof, what action the Borrower, the Restricted Subsidiary or the ERISA Affiliate is taking or proposes to take with respect thereto, and, when known, any member of any group of organizations described in Section 414 of action taken or proposed by the Internal Revenue Code of 1986 (as amendedService, the “Code,” which term, as used herein, includes the regulations and published interpretations thereunder) Department of which the Company or such subsidiary Labor or the Guarantor is 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 membertrustee appointed to administer any Plan. Except as would With respect to each Plan (other than a Multiemployer Plan), the Borrower will, and will cause each Restricted Subsidiary and ERISA Affiliate to, except to the extent the failure to do so could not reasonably be expected to result in a Material Adverse ChangeEffect, 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 the Company, its subsidiaries or any of their ERISA Affiliates. None of the Company, its subsidiaries, the Guarantor or any of their ERISA Affiliates has incurred or reasonably expects to incur any material liability under (i) Title IV 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 with respect (determined without regard to termination ofsections 303, or withdrawal from304 and 306 of ERISA), any “employee benefit plan” or and (ii) Section 412pay, 4971, 4975 or 4980B of the Code. Each “employee benefit plan” established or maintained by the Company, its subsidiaries, the Guarantor or any of their ERISA Affiliates that is intended cause to be qualified under Section 401 paid, to the PBGC in a timely manner, without incurring any late payment or underpayment charge or penalty, all premiums required pursuant to sections 4006 and 4007 of the Code is so qualified and nothing has occurred, whether by action or failure to act, which would reasonably be expected to cause the loss of such qualificationERISA.

ERISA Compliance. The Company, its subsidiaries Company and the Guarantor Subsidiaries and any “employee benefit plan” (as defined under the Employee Retirement Income Security Act of 1974 (1974, as amended, “ERISA,” which term, as used herein, includes and the regulations and published interpretations thereunderthereunder (collectively, “ERISA”)) established or maintained by the Company, its subsidiaries, the Guarantor Subsidiaries or their “ERISA Affiliates Affiliates” (as defined below) are in compliance in all material respects with ERISA and, to the knowledge of the Company, each “multiemployer plan” (as defined in Section 4001 of ERISA) to which the Company, its subsidiaries, the Guarantor or an ERISA Affiliate contributes (a “Multiemployer Plan”) is in compliance in all material respects with ERISA. “ERISA Affiliate” means, with respect to the Company, the Guarantor Company or a subsidiarySubsidiary, any member of any group of organizations described in Section 414 Sections 414(b), (c), (m) or (o) 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 or the Guarantor Subsidiary is a member. Except as would not reasonably be expected to result in a Material Adverse Change, no 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 the Company, its subsidiaries the Subsidiaries or any of their ERISA Affiliates. None of No “employee benefit plan” established or maintained by the Company, its subsidiariesthe Subsidiaries or any of their ERISA Affiliates, if such “employee benefit plan” were terminated, would have any “amount of unfunded benefit liabilities” (as defined under ERISA). Neither the Company, the Guarantor or Subsidiaries nor any of their ERISA Affiliates has incurred or reasonably expects to incur any material liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “employee benefit plan” or (ii) Section Sections 412, 4971, 4975 or 4980B of the Code. Each “employee benefit plan” established or maintained by the Company, its subsidiaries, the Guarantor Subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 401 401(a) of the Code is so qualified and nothing has occurred, whether by action or failure to act, which would reasonably be expected to cause the loss of such qualification.

ERISA Compliance. The Company, Company and its subsidiaries and the Guarantor and any “"employee benefit plan” " (as defined under the Employee Retirement Income Security Act of 1974 (1974, as amended, “ERISA,” which term, as used herein, includes and the regulations and published interpretations thereunderthereunder (collectively, "ERISA")) established or maintained by the Company, its subsidiaries, the Guarantor subsidiaries or their ERISA Affiliates (as defined below) are in compliance in all material respects with ERISA and, to the knowledge of the Company, each “multiemployer plan” (as defined in Section 4001 of ERISA) to which the Company, its subsidiaries, the Guarantor or an ERISA Affiliate contributes (a “Multiemployer Plan”) is in compliance in all material respects with ERISA. “"ERISA Affiliate” " means, with respect to the Company, the Guarantor Company or a subsidiary, any member of any group of organizations described in Section 414 Sections 414(b), (c), (m) or (o) of the Internal Revenue Code of 1986 (as amendedCode, the “Code,” which term, as used herein, includes the regulations and published interpretations thereunder) of which the Company or such subsidiary or the Guarantor is a member. Except as would not reasonably be expected to result in a Material Adverse Change, no “No "reportable event” " (as defined under ERISA) that has not been waived under ERISA has occurred or is reasonably expected to occur with respect to any “"employee benefit plan” " established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates. None of No "employee benefit plan" established or maintained by the Company, its subsidiariessubsidiaries or any of their ERISA Affiliates, if such "employee benefit plan" were terminated, would have any material "amount of unfounded benefit liabilities" (as defined under ERISA). Neither the Guarantor or Company, its subsidiaries nor any of their ERISA Affiliates has incurred or reasonably expects to incur any material liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “"employee benefit plan” " or (ii) Section Sections 412, 4971, 4975 or 4980B of the Code. Each “"employee benefit plan” " established or maintained by the Company, its subsidiaries, the Guarantor subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 401 401(a) of the Code Code, including the American Capital Strategies, Ltd. Investment and Employee Stock Ownership Plan (the "ESOP"), is so qualified and nothing has occurred, whether by action or failure to act, which would reasonably be expected to cause the loss of such qualification. The Company has not received any notification of any investigation, examination, audit or review of any type by or with the Internal Revenue Service or Department of Labor regarding or in connection with any "employee benefit plan" established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates other than the notification relating to the tax year ended September 1997 of the Company by the Internal Revenue Service with respect to the Form 1120.

ERISA Compliance. The Company, Company and its subsidiaries and the Guarantor and any each “employee benefit plan” (as defined under in Section 3(3) of the Employee Retirement Income Security Act of 1974 (1974, as amended, “ERISA,” which term, as used herein, includes and the regulations and published interpretations thereunderthereunder (collectively, “ERISA”)) established or maintained by the Company, its subsidiaries, the Guarantor subsidiaries or their ERISA Affiliates (as defined below) are in compliance in all material respects with ERISA and, to the knowledge of the Company, each “multiemployer plan” (as defined in Section 4001 of ERISA) to which the Company, its subsidiaries, the Guarantor or an ERISA Affiliate contributes (a “Multiemployer Plan”) is in compliance in all material respects with ERISA. “ERISA Affiliate” means, with respect to the Company, the Guarantor Company or a subsidiary, any member of any group of organizations described in Section 414 Sections 414(b), (c), (m) or (o) of the Internal Revenue Code of 1986 1986, as amended (as amended, the “Internal Revenue Code,” which term”), as used herein, includes the regulations and published interpretations thereunder) of which the Company or such subsidiary or the Guarantor is a member. Except as would not reasonably be expected to result in a Material Adverse Change, no 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 the Company, its subsidiaries or, except as would not reasonably be expected to result in material liability to the Company or any of its subsidiaries, any of their ERISA Affiliates. No “employee benefit plan” established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates, if such “employee benefit plan” were terminated, would have any material “amount of unfunded benefit liabilities” (as defined under ERISA). None of Neither the Company, its subsidiaries nor, except as would not reasonably be expected to result in material liability to the Company or any of its subsidiaries, the Guarantor or any of their ERISA Affiliates has incurred or reasonably expects to incur any material liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “employee benefit plan,” or (ii) Section Sections 412, 49714971 or 4975 of the Internal Revenue Code, 4975 or (iii) Section 4980B of the CodeInternal Revenue Code with respect to the excise tax imposed thereunder. Each “employee benefit plan” established or maintained by the Company, its subsidiaries, the Guarantor subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 401 401(a) of the Internal Revenue Code is so qualified has received a favorable determination letter from the Internal Revenue Service and nothing has occurred, whether by action or failure to act, which would is reasonably be expected likely to cause disqualification of any such employee benefit plan under Section 401(a) of the loss of such qualificationInternal Revenue Code.

ERISA Compliance. The Company, its subsidiaries Company and the Guarantor Subsidiaries and any “employee benefit plan” (as defined under the Employee Retirement Income Security Act of 1974 (1974, as amended, “ERISA,” which term, as used herein, includes and the regulations and published interpretations thereunderthereunder (collectively, “ERISA”)) established or maintained by the Company, its subsidiaries, the Guarantor Subsidiaries or their “ERISA Affiliates Affiliates” (as defined below) are in compliance in all material respects with ERISA and, to the knowledge of the Company, each “multiemployer plan” (as defined in Section 4001 of ERISA) to which the Company, its subsidiaries, the Guarantor or an ERISA Affiliate contributes (a “Multiemployer Plan”) is in compliance in all material respects with ERISA. “ERISA Affiliate” means, with respect to the Company, the Guarantor Company or a subsidiaryany Subsidiary, any member of any group of organizations described in Section 414 Sections 414(b), (c), (m) or (o) of the Internal Revenue Code of 1986 (1986, as amended, the “Code,” which term, as used herein, includes and the regulations and published interpretations thereunderthereunder (the “Code”) of which the Company or such subsidiary or the Guarantor Subsidiary is a member. Except as would not reasonably be expected to result in a Material Adverse Change, no 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 the Company, its subsidiaries the Subsidiaries or any of their ERISA Affiliates that are subject to Title IV of ERISA. No “employee benefit plan” subject to Title IV of ERISA established or maintained by the Company, the Subsidiaries or any of their ERISA Affiliates, if such “employee benefit plan” were terminated, would have any “amount of unfunded benefit liabilities” (as defined under ERISA). None of Neither the Company, its subsidiaries, the Guarantor or Subsidiaries nor any of their ERISA Affiliates has incurred or reasonably expects to incur any material liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “employee benefit plan” or (ii) Section Sections 412, 4971, 4975 or 4980B of the Code, other than as would not result in a Material Adverse Effect. Each “employee benefit plan” plan established or maintained by the Company, its subsidiaries, the Guarantor Subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 401 401(a) of the Code is so qualified and nothing has occurred, whether by action or failure to act, which would reasonably be expected to cause the loss of such qualification.

ERISA Compliance. The Company, its subsidiaries and the Guarantor Subsidiary and any “employee benefit plan” (as defined under the Employee Retirement Income Security Act of 1974 (1974, as amended, “ERISA,” which term, as used herein, includes and the regulations and published interpretations thereunderthereunder (collectively, “ERISA”)) established or maintained by the Company, Company or its subsidiaries, the Guarantor or their “ERISA Affiliates Affiliates” (as defined below) are in compliance in all material respects with ERISA and, to the knowledge of the Company, each “multiemployer plan” (as defined in Section 4001 of ERISA) to which the Company, its subsidiaries, the Guarantor or an ERISA Affiliate contributes (a “Multiemployer Plan”) is in compliance in all material respects with ERISA. “ERISA Affiliate” means, with respect to the Company, the Guarantor or a subsidiary, any member of any group of organizations described in Section 414 Sections 414(b),(c),(m) or (o) of the Internal Revenue Code of 1986 (1986, as amended, the “Code,” which term, as used herein, includes and the regulations and published interpretations thereunderthereunder (the “Code”) of which the Company or such subsidiary or the Guarantor is a member. Except as would not reasonably be expected to result in a Material Adverse Change, no 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 the Company, its subsidiaries Company or any of their its ERISA Affiliates. None of No “employee benefit plan” established or maintained by the Company, its subsidiaries, the Guarantor Company or any of their its ERISA Affiliates, if such “employee benefit plan” were terminated, would have any “amount of unfunded benefit liabilities” (as defined under ERISA). Neither the Company nor any of its ERISA Affiliates has incurred or reasonably expects to incur any material liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “employee benefit plan” or (ii) Section Sections 412, 4971, 4975 or 4980B of the Code. Each “employee benefit plan” established or maintained by the Company, its subsidiaries, the Guarantor Company or any of their its ERISA Affiliates that is intended to be qualified under Section 401 401(a) of the Code is so qualified and and, to the knowledge of the Company, nothing has occurred, whether by action or failure to act, which would reasonably be expected to cause the loss of such qualification. The execution of this Agreement, or consummation of the Offering does not constitute a triggering event under any employee benefit plan or any other employment contract, whether or not legally enforceable, which (either alone or upon the occurrence of any additional or subsequent event) will or may result in any payment (of severance pay or otherwise), acceleration, increase in vesting, or increase in benefits to any current or former participant, employee or director of the Company other than an event that is not material to the financial condition or business of the Company and the Subsidiary taken as a whole.

ERISA Compliance. The Company, Company and its subsidiaries and the Guarantor and any “employee benefit plan” (as defined under the Employee Retirement Income Security Act of 1974 (1974, as amended, “ERISA,” which term, as used herein, includes and the regulations and published interpretations thereunderthereunder (collectively, “ERISA”)) established or maintained by the Company, its subsidiaries, the Guarantor subsidiaries or their “ERISA Affiliates Affiliates” (as defined below) are in compliance in all material respects with ERISA and, to the knowledge of the Company, each “multiemployer plan” (as defined in Section 4001 of ERISA) to which the Company, its subsidiaries, the Guarantor or an ERISA Affiliate contributes (a “Multiemployer Plan”) is in compliance in all material respects with ERISA. “ERISA Affiliate” means, with respect to the Company, the Guarantor Company or a subsidiaryany of its subsidiaries, any member of any group of organizations described in Section 414 Sections 414(b), (c), (m) or (o) of the Internal Revenue Code of 1986 (1986, as amended, the “Code,” which term, as used herein, includes and the regulations and published interpretations thereunderthereunder (the “Code”) of which the Company or such subsidiary or the Guarantor is a member. Except as would not reasonably be expected to result in a Material Adverse Change, no 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 the Company, its subsidiaries or any of their ERISA AffiliatesAffiliates for which the Company would have any liability that would reasonably be expected to have a Material Adverse Effect. None of No “employee benefit plan” established or maintained by the Company, its subsidiariessubsidiaries or any of their ERISA Affiliates, if such “employee benefit plan” were terminated, would have any “amount of unfunded benefit liabilities” (as defined under ERISA). Neither the Guarantor or Company, its subsidiaries nor any of their ERISA Affiliates has incurred or reasonably expects to incur any material liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “employee benefit plan” or (ii) Section Sections 412, 4971, 4975 or 4980B of the Code, in each case except as would not reasonably be expected to have a Material Adverse Effect. Each “employee benefit plan” plan established or maintained by the Company, its subsidiaries, the Guarantor subsidiaries or any of their ERISA Affiliates for which the Company could have any liability that would reasonably be expected to have a Material Adverse Effect that is intended to be qualified under Section 401 401(a) of the Code is so qualified in all material respects and nothing has occurred, whether by action or failure to act, which would reasonably be expected to cause the loss of such qualification.

ERISA Compliance. The CompanyExcept as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, the Company and its subsidiaries and the Guarantor and any “employee benefit plan” (as defined under the Employee Retirement Income Security Act of 1974 (1974, as amended, “ERISA,” which term, as used herein, includes and the regulations and published interpretations thereunderthereunder (collectively, “ERISA”)) established or maintained by the Company, Company or its subsidiaries, the Guarantor or their ERISA Affiliates (as defined below) subsidiaries are in compliance in all material respects with ERISA and, to the knowledge of the Company, each “multiemployer plan” (as defined in Section 4001 of ERISA) to which the Company, its subsidiaries, the Guarantor or an ERISA Affiliate contributes (a “Multiemployer Plan”) is in compliance in all material respects with ERISA. “ERISA Affiliate” means, with respect to the Company, the Guarantor Company or a subsidiaryany of its subsidiaries, any member of any group of organizations described in Section 414 Sections 414(b), (c), (m) or (o) of the Internal Revenue Code of 1986 (1986, as amended, the “Code,” which term, as used herein, includes and the regulations and published interpretations thereunderthereunder (the “Code”) of which the Company or such subsidiary or the Guarantor is a member. Except as would not reasonably be expected expected, individually or in the aggregate, to result in have a Material Adverse ChangeEffect, (i) no “reportable event” (as defined under ERISA) ), for which notice has not been waived, has occurred or is would reasonably be expected to occur with respect to any “employee benefit plan” established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates. None of , (ii) no “employee benefit plan” established or maintained by the Company, its subsidiariessubsidiaries or any of their ERISA Affiliates has failed or would reasonably be expected to fail to satisfy the minimum funding standard under Section 412 of the Code, whether or not waived, (iii) neither the Guarantor or Company, its subsidiaries nor any of their ERISA Affiliates has incurred or would reasonably expects be expected to incur any material liability under (iA) Title IV of ERISA with respect to termination of, or withdrawal from, any “employee benefit plan” or (iiB) Section Sections 412, 4971, 4975 or 4980B of the Code. Each “Code and (iv) each employee benefit plan” plan established or maintained by the Company, its subsidiaries, the Guarantor Company or any of their ERISA Affiliates its subsidiaries that is intended to be qualified under Section 401 401(a) of the Code is has been determined by the IRS to be so qualified and or is in the process of being submitted for approval or will be so submitted during the applicable remedial amendment period and, to the knowledge of the Company, nothing has occurredoccurred since the date of such determination, whether by action or failure to act, which would reasonably be expected to cause the loss of such qualification.

ERISA Compliance. Except in each case as would not reasonably be expected to cause a Material Adverse Change: (A) The Company, its subsidiaries and the Guarantor each Subsidiary and any “employee benefit plan” (as defined under the Employee Retirement Income Security Act of 1974 (1974, as amended, “ERISA,” which term, as used herein, includes and the regulations and published interpretations thereunderthereunder (collectively, “ERISA”)) established or maintained by the Company, its subsidiaries, the Guarantor any Subsidiary or any of their “ERISA Affiliates Affiliates” (as defined below) are in compliance in all material respects with ERISA and, to the knowledge of the Company, each “multiemployer plan” (as defined in Section 4001 of ERISA) to which the Company, its subsidiaries, the Guarantor or an ERISA Affiliate contributes (a “Multiemployer Plan”) is in compliance in all material respects with ERISA. “ERISA Affiliate” means, with respect to the Company, the Guarantor Company or a subsidiaryany Subsidiary, any member of any group of organizations described in Section 414 Sections 414(b),(c),(m) or (o) of the Internal Revenue Code of 1986 (1986, as amended, the “Code,” which term, as used herein, includes and the regulations and published interpretations thereunderthereunder (the “Code”) of which the Company or such subsidiary or the Guarantor any Subsidiary is a member. Except as would not reasonably be expected to result in a Material Adverse Change, no (B) 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 the Company, its subsidiaries Company or any of their its Subsidiaries or ERISA Affiliates. None of No “employee benefit plan” established or maintained by the Company, its subsidiaries, the Guarantor Company or any of their its Subsidiaries or ERISA Affiliates, if such “employee benefit plan” were terminated, would have any “amount of unfunded benefit liabilities” (as defined under ERISA). (C) Neither the Company nor any of its Subsidiaries or ERISA Affiliates has incurred or reasonably expects to incur any material liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “employee benefit plan” or (ii) Section Sections 412, 4971, 4975 or 4980B of the Code. (D) Each “employee benefit plan” established or maintained by the Company, its subsidiaries, the Guarantor Company or any of their its Subsidiaries or ERISA Affiliates that is intended to be qualified under Section 401 401(a) of the Code is so qualified and and, to the knowledge of the Company, nothing has occurred, whether by action or failure to act, which would reasonably be expected to cause the loss of such qualification. The execution of this Agreement, or consummation of the Offering does not constitute a triggering event under any employee benefit plan or any other employment contract, whether or not legally enforceable, which (either alone or upon the occurrence of any additional or subsequent event) will or may result in any payment (of severance pay or otherwise), acceleration, increase in vesting, or increase in benefits to any current or former participant, employee or director of the Company or any Subsidiary other than an event that is not material to the financial condition or business of the Company and the Subsidiaries, taken as a whole.

ERISA Compliance. The Company, Company and its subsidiaries and the Guarantor and any “employee benefit plan” (as defined under the Employee Retirement Income Security Act of 1974 (1974, as amended, “ERISA,” which term, as used herein, includes and the regulations and published interpretations thereunderthereunder (collectively, “ERISA”)) established or maintained by the Company, its subsidiaries, the Guarantor subsidiaries or their “ERISA Affiliates Affiliates” (as defined below) are in compliance in all material respects with ERISA and, to the knowledge of the Company, each “multiemployer plan” (as defined in Section 4001 of ERISA) to which the Company, its subsidiaries, the Guarantor or an ERISA Affiliate contributes (a “Multiemployer Plan”) is in compliance in all material respects with ERISA. “ERISA Affiliate” means, with respect to the Company, the Guarantor Company or a subsidiaryany of its subsidiaries, any member of any group of organizations described in Section 414 Sections 414(b), (c), (m) or (o) of the Internal Revenue Code of 1986 (1986, as amended, the “Code,” which term, as used herein, includes and the regulations and published interpretations thereunderthereunder (the “Code”) of which the Company or such subsidiary or the Guarantor is a member. Except as would not reasonably be expected expected, individually or in the aggregate, to result in have a Material Adverse ChangeEffect, (i) 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 the Company, its subsidiaries or any of their ERISA Affiliates. None of ; (ii) no “employee benefit plan” established or maintained by the Company, its subsidiariessubsidiaries or any of their ERISA Affiliates, if such “employee benefit plan” were terminated, would have any “amount of unfunded benefit liabilities” (as defined under ERISA); and neither the Guarantor or Company, its subsidiaries nor any of their ERISA Affiliates has incurred or reasonably expects to incur any material liability under (ix) Title IV of ERISA with respect to termination of, or withdrawal from, any “employee benefit plan” or (iiy) Section Sections 412, 4971, 4975 or 4980B of the Code. Each “employee benefit plan” plan established or maintained by the Company, its subsidiaries, the Guarantor subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 401 401(a) of the Code is so qualified and has received a favorable determination or opinion letter from the Internal Revenue Service and, to the knowledge of the Company, nothing has occurred, whether by action or failure to act, which would reasonably be expected to cause the loss of such qualification.

ERISA Compliance. The Company, Company and its subsidiaries and the Guarantor and any “employee benefit plan” (as defined under the Employee Retirement Income Security Act of 1974 (1974, as amended, “ERISA,” which term, as used herein, includes and the regulations and published interpretations thereunderthereunder (collectively, “ERISA”)) established or maintained by the Company, its subsidiaries, the Guarantor subsidiaries or their “ERISA Affiliates Affiliates” (as defined below) are in compliance in all material respects with ERISA andERISA, to the knowledge of the Company, each “multiemployer plan” (as defined except for such noncompliance that will not result in Section 4001 of ERISA) to which the Company, its subsidiaries, the Guarantor or an ERISA Affiliate contributes (a “Multiemployer Plan”) is in compliance in all material respects with ERISAMaterial Adverse Effect. “ERISA Affiliate” means, with respect to the Company, the Guarantor Company or a subsidiary, any member of any group of organizations described in Section 414 Sections 414(b), (c), (m) or (o) of the Internal Revenue Code of 1986 (1986, as amended, the “Code,” which term, as used herein, includes and the regulations and published interpretations thereunderthereunder (the “Code”) of which the Company or such subsidiary or the Guarantor is a member. Except as would not reasonably be expected to result in a Material Adverse Change, no No “reportable event” (as defined under ERISA) has occurred or is reasonably expected to occur with respect to any “employee benefit plan” which is subject to the reportable event requirements of ERISA and which is established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates. None No “employee benefit plan” which is subject to Section 412 of the Code or Section 302 of ERISA and which is established or maintained by the Company, its subsidiariessubsidiaries or any of their ERISA Affiliates, if such “employee benefit plan” were terminated, would have any “amount of unfunded benefit liabilities” (as defined under ERISA). Neither the Guarantor or Company, its subsidiaries nor any of their ERISA Affiliates has incurred or reasonably expects to incur any material liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “employee benefit plan” or (ii) Section Sections 412, 4971, 4975 or 4980B of the Code. Each “employee benefit plan” established or maintained by the Company, its subsidiaries, the Guarantor subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 401 401(a) of the Code is so qualified has received a favorable determination or opinion letter from the Internal Revenue Service and nothing has occurred, whether by action or failure to act, which would reasonably cause any such plan not to be expected to cause qualified under Section 401(a) of the loss of such qualificationCode and result in any material liability.

ERISA Compliance. The CompanyExcept as otherwise disclosed in the Prospectus, and except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change: (i) the Company and its subsidiaries and the Guarantor and any “employee benefit plan” (as defined under the Employee Retirement Income Security Act of 1974 (1974, as amended, “ERISA,” which term, as used herein, includes and the regulations and published interpretations thereunderthereunder (collectively, “ERISA”)) established or maintained by the Company, its subsidiaries, the Guarantor subsidiaries or their “ERISA Affiliates Affiliates” (as defined below) are in compliance in all material respects with ERISA and, to the knowledge of the Company, each “multiemployer plan” (as defined in Section 4001 of ERISA) to which the Company, its subsidiaries, the Guarantor or an ERISA Affiliate contributes (a “Multiemployer Plan”) is in compliance in all material respects with ERISA. “ERISA Affiliate” means, with respect to the Company, the Guarantor or a subsidiary, 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 thereunderii) of which the Company or such subsidiary or the Guarantor is a member. Except as would not reasonably be expected to result in a Material Adverse Change, 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 the Company, its subsidiaries or any of their ERISA Affiliates. None of ; (iii) no “employee benefit plan” established or maintained by the Company, its subsidiariessubsidiaries or any of their ERISA Affiliates, if such “employee benefit plan” were terminated, would have any “amount of unfunded benefit liabilities” (as defined under ERISA); (iv) neither the Guarantor or Company, its subsidiaries nor any of their ERISA Affiliates has incurred or reasonably expects to incur any material liability under (iA) Title IV of ERISA with respect to termination of, or withdrawal from, any “employee benefit plan” or (iiB) Section Sections 412, 4971, 4975 or 4980B of the Code. Each Code (as defined below); and (v) each “employee benefit plan” established or maintained by the Company, its subsidiaries, the Guarantor subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 401 401(a) of the Code is so qualified and nothing has occurred, whether by action or failure to act, which would reasonably be expected to cause the loss of such qualification. “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 Internal Revenue Code of 1986, as amended, and the regulations and published interpretations thereunder (the “Code”) of which the Company or such subsidiary is a member.

ERISA Compliance. The Company, Company and its subsidiaries and the Guarantor and any “employee benefit plan” (as defined under in Section 3(3) of the Employee Retirement Income Security Act of 1974 (1974, as amended, “ERISA,” which term, as used herein, includes and the regulations and published interpretations thereunderthereunder (collectively, “ERISA”)) established or maintained by the Company, its subsidiaries, the Guarantor subsidiaries or their “ERISA Affiliates Affiliates” (as defined below) are in compliance in all material respects with ERISA and, to the knowledge of the Company, each “multiemployer plan” (as defined in Section 4001 of ERISA) to which the Company, its subsidiaries, the Guarantor or an ERISA Affiliate contributes (a “Multiemployer Plan”) is in compliance in all material respects with ERISA. “ERISA Affiliate” means, with respect to the Company, the Guarantor Company or a subsidiary, any member of any group of organizations described in Section 414 414(b), (c), (m) or (o) of the Internal Revenue Code of 1986 (1986, as amended, the “Code,” which term, as used herein, includes and the regulations and published interpretations thereunderthereunder (the “Code”) of which the Company or such subsidiary or the Guarantor is a member. Except as would not reasonably be expected to result in a Material Adverse Change, no No “reportable event” (as defined under in Section 4043 of ERISA) for which advance notice is required to be made to the Pension Benefit Guaranty Corporation under the regulations under ERISA has occurred or is reasonably expected to occur with respect to any “employee pension benefit plan” (as defined in Section 3(2) of ERISA) established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates. None No “employee pension benefit plan” subject to Title IV of ERISA established or maintained by the Company, its subsidiariessubsidiaries or any of their ERISA Affiliates, if such “employee pension benefit plan” were terminated, would have any “amount of unfunded benefit liabilities” (as defined in Section 4001(a)(18) of ERISA), except for the Guarantor or amount of unfunded benefit liabilities, if any, as would not, in the aggregate, have a Material Adverse Effect. Neither the Company, its subsidiaries nor any of their ERISA Affiliates has incurred or reasonably expects to incur any material liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “employee pension benefit plan” or (ii) Section Sections 412, 4971, 4975 or 4980B of the CodeCode that would, in the aggregate, have a Material Adverse Effect. Each “employee pension benefit plan” established or maintained by the Company, its subsidiaries, the Guarantor subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 401 of the Code is so qualified and nothing has occurred, whether by action or failure to act, which would reasonably be expected the Company is not aware of any circumstances likely to cause the loss of such qualification.

ERISA Compliance. The Company, its subsidiaries and the Guarantor each Subsidiary and any “employee benefit plan” (as defined under the Employee Retirement Income Security Act of 1974 (1974, as amended, “ERISA,” which term, as used herein, includes and the regulations and published interpretations thereunderthereunder (collectively, “ERISA”)) established or maintained by the Company, Company or its subsidiaries, the Guarantor or their “ERISA Affiliates Affiliates” (as defined below) are in compliance in all material respects with ERISA and, to the knowledge of the Company, each “multiemployer plan” (as defined in Section 4001 of ERISA) to which the Company, its subsidiaries, the Guarantor or an ERISA Affiliate contributes (a “Multiemployer Plan”) is in compliance in all material respects with ERISA. “ERISA Affiliate” means, with respect to the Company, the Guarantor or a subsidiary, any member of any group of organizations described in Section 414 Sections 414(b),(c),(m) or (o) of the Internal Revenue Code of 1986 (1986, as amended, the “Code,” which term, as used herein, includes and the regulations and published interpretations thereunderthereunder (the “Code”) of which the Company or such subsidiary or the Guarantor is a member. Except as would not reasonably be expected to result in a Material Adverse Change, no 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 the Company, its subsidiaries Company or any of their its ERISA Affiliates. None of No “employee benefit plan” established or maintained by the Company, its subsidiaries, the Guarantor Company or any of their its ERISA Affiliates, if such “employee benefit plan” were terminated, would have any “amount of unfunded benefit liabilities” (as defined under ERISA). Neither the Company nor any of its ERISA Affiliates has incurred or reasonably expects to incur any material liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “employee benefit plan” or (ii) Section Sections 412, 4971, 4975 or 4980B of the Code. Each “employee benefit plan” established or maintained by the Company, its subsidiaries, the Guarantor Company or any of their its ERISA Affiliates that is intended to be qualified under Section 401 401(a) of the Code is so qualified and and, to the knowledge of the Company, nothing has occurred, whether by action or failure to act, which would reasonably be expected to cause the loss of such qualification. The execution of this Agreement, or consummation of the Offering does not constitute a triggering event under any employee benefit plan or any other employment contract, whether or not legally enforceable, which (either alone or upon the occurrence of any additional or subsequent event) will or may result in any payment (of severance pay or otherwise), acceleration, increase in vesting, or increase in benefits to any current or former participant, employee or director of the Company other than an event that is not material to the financial condition or business of the Company and the Subsidiaries taken as a whole.

ERISA Compliance. The Company, its subsidiaries and the Guarantor and any “employee benefit plan” (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 or maintained by the Company, its subsidiaries, the Guarantor or their ERISA Affiliates (as defined below) are in compliance in all material respects with ERISA and, to the knowledge of the Company, each “multiemployer plan” (as defined in Section 4001 of ERISA) to which the Company, its subsidiaries, the Guarantor or an ERISA Affiliate contributes (a “Multiemployer Plan”) is in compliance in all material respects with ERISA. “ERISA Affiliate” means, with respect to the Company, the Guarantor or a subsidiary, 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 the Company or such subsidiary or the Guarantor is a member. Except as would not reasonably be expected to result in a Material Adverse ChangeEffect, no “reportable event” Borrower will at any time: (as defined under ERISAa) has occurred engage in, or is reasonably expected permit any Subsidiary, Guarantor or ERISA Affiliate to occur engage in, any transaction in connection with which any Borrower, Subsidiary thereof, Guarantor or any ERISA Affiliate could be subjected to either a material civil penalty assessed pursuant to section 502(c), (i) or (l) of ERISA or a material tax imposed by Chapter 43 of Subtitle D of the Code with respect to a Plan; (b) terminate, or permit any Subsidiary, Guarantor or ERISA Affiliate to terminate, any Plan in a manner, or take any other action with respect to any “employee benefit plan” established or maintained by the CompanyPlan, its subsidiaries or that could result in any of their ERISA Affiliates. None of the Companyliability to any Borrower, its subsidiariesSubsidiary thereof, the Guarantor or any ERISA Affiliate to the PBGC; (c) fail to make, or permit any Subsidiary, Guarantor or ERISA Affiliate to fail to make, full payment when due of their all amounts which, under the provisions of any Plan, agreement relating thereto or applicable law, any Borrower, Subsidiary thereof, Guarantor or any ERISA Affiliates Affiliate is required to pay as contributions thereto; (d) permit, or allow any Subsidiary, Guarantor or ERISA Affiliate to permit, the actuarial present value of the benefit liabilities under any Plan to exceed the current value of the assets (computed on a plan termination basis in accordance with Title IV of ERISA) of such Plan allocable to such benefit liabilities, with the term “actuarial present value of the benefit liabilities” having the meaning specified in section 4041 of ERISA; (e) contribute to or assume an obligation to contribute to, or permit any Subsidiary, Guarantor or ERISA Affiliate to contribute to or assume an obligation to contribute to, any Multiemployer Plan; (f) acquire, or permit any Subsidiary, Guarantor or ERISA Affiliate to acquire, an interest in any Person that causes such Person to become an ERISA Affiliate with respect to any Borrower, Subsidiary thereof, Guarantor or any ERISA Affiliate if such Person sponsors, maintains or contributes to, or at any time in the six-year period preceding such acquisition has incurred sponsored, maintained or reasonably expects to incur any material liability under contributed to, (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “employee benefit plan” Multiemployer Plan or (ii) Section 412, 4971, 4975 or 4980B any Plan under which the actuarial present value of the Code. Each “employee benefit plan” established liabilities under such Plan exceeds the current value of the assets (computed on a plan termination basis in accordance with Title IV of ERISA) of such Plan allocable to such benefit liabilities; or maintained by the Company(g) incur, its subsidiariesor permit any Subsidiary, the Guarantor or any ERISA Affiliate to incur, a liability to or on account of their ERISA Affiliates that is intended to be qualified a Plan or Multiemployer Plan under Section 401 sections 515, 4062, 4063, 4064, 4201 or 4204 of the Code is so qualified and nothing has occurred, whether by action or failure to act, which would reasonably be expected to cause the loss of such qualificationERISA.

ERISA Compliance. The CompanyExcept as otherwise disclosed in the Time of Sale Prospectus and the Prospectus, the Company and its subsidiaries and the Guarantor and any “employee benefit plan” (as defined under the Employee Retirement Income Security Act of 1974 (1974, as amended, “ERISA,” which term, as used herein, includes and the regulations and published interpretations thereunderthereunder (collectively, “ERISA”)) established or maintained by the Company, its subsidiaries, the Guarantor subsidiaries or their “ERISA Affiliates Affiliates” (as defined below) are in compliance in all material respects with ERISA and, to the knowledge of the Company, each “multiemployer plan” (as defined in Section 4001 of ERISA) to which the Company, its subsidiaries, the Guarantor or an ERISA Affiliate contributes (a “Multiemployer Plan”) is in compliance in all material respects with ERISA, except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. “ERISA Affiliate” means, with respect to the Company, the Guarantor Company or a subsidiary, any member of any group of organizations described in Section 414 Sections 414(b), (c), (m) or (o) of the Internal Revenue Code of 1986 (1986, as amended, the “Code,” which term, as used herein, includes and the regulations and published interpretations thereunderthereunder (the “Code”) of which the Company or such subsidiary or the Guarantor is a member. Except as would not reasonably be expected to result in a Material Adverse Change, no No “reportable event” (as defined under ERISA) has occurred or is reasonably expected to occur with respect to any “employee pension benefit plan” (as defined under ERISA) established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates. No “employee pension benefit plan” established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates, if such “employee pension benefit plan” were terminated, would have any “amount of unfunded benefit liabilities” (as defined under ERISA). None of the Company, its subsidiaries, the Guarantor subsidiaries or any of their ERISA Affiliates has incurred or reasonably expects to incur any material liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “employee pension benefit plan” or (ii) Section Sections 412, 4971, 4971 or 4975 of the Code or (iii) Section 4980B of the CodeCode as a result of a failure to comply with such Section. Each Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change, each “employee pension benefit plan” established or maintained by the Company, its subsidiaries, the Guarantor subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 401 401(a) of the Code is so qualified and nothing has occurred, whether by action or failure to act, which would reasonably be expected to cause the loss of such qualification.

ERISA Compliance. The Company, Company and its subsidiaries and the Guarantor and any “employee benefit plan” (as defined under the Employee Retirement Income Security Act of 1974 (1974, as amended, “ERISA,” which term, as used herein, includes and the regulations and published interpretations thereunderthereunder (collectively, “ERISA”)) established or maintained by the Company, its subsidiaries, the Guarantor subsidiaries or their “ERISA Affiliates Affiliates” (as defined below) are in compliance in all material respects with ERISA andERISA, except as could not, individually or in the aggregate, reasonably be expected to the knowledge of the Company, each “multiemployer plan” (as defined in Section 4001 of ERISA) to which the Company, its subsidiaries, the Guarantor or an ERISA Affiliate contributes (have a “Multiemployer Plan”) is in compliance in all material respects with ERISAMaterial Adverse Effect. “ERISA Affiliate” means, with respect to the Company, the Guarantor Company or a subsidiaryany of its subsidiaries, any member of any group of organizations described in Section 414 Sections 414(b), (c), (m) or (o) of the Internal Revenue Code of 1986 (1986, as amended, the “Code,” which term, as used herein, includes and the regulations and published interpretations thereunderthereunder (the “Code”) of which the Company or such subsidiary or the Guarantor is a member. Except as would not reasonably be expected to result in a Material Adverse Change, no 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 the Company, its subsidiaries or any of their ERISA Affiliates, except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. None of No “employee benefit plan” established or maintained by the Company, its subsidiariessubsidiaries or any of their ERISA Affiliates, if such “employee benefit plan” were terminated, would have any “amount of unfunded benefit liabilities” (as defined under ERISA). Neither the Guarantor or Company, its subsidiaries nor any of their ERISA Affiliates has incurred or reasonably expects to incur any material liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “employee benefit plan” or (ii) Section Sections 412, 4971, 4975 or 4980B of the Code. Each “employee benefit plan” plan established or maintained by the Company, its subsidiaries, the Guarantor subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 401 401(a) of the Code is so qualified and nothing has occurred, whether by action or failure to act, which would reasonably be expected to cause the loss of such qualification.

ERISA Compliance. The Company, Company and its subsidiaries and the Guarantor and any “employee benefit plan” (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 or maintained by the Company, its subsidiaries, the Guarantor subsidiaries or their ERISA Affiliates (as defined below) (an “Employee Benefit Plan”) are in compliance in all material respects with ERISA with regard to such Employee Benefit Plans and, to best the knowledge of the Company, each “multiemployer plan” (as defined in Section 4001 of ERISA) to which the Company, its subsidiaries, the Guarantor subsidiaries or an ERISA Affiliate contributes (a “Multiemployer Plan”) is in compliance in all material respects with ERISA. “ERISA Affiliate” means, with respect to the Company, the Guarantor Company or a subsidiary, 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 the Company or such subsidiary or the Guarantor is a member. Except as would not reasonably be expected to result in a Material Adverse Change, no No “reportable event” (as defined under ERISA) ), other than an event with respect to which notice is waived pursuant to applicable regulation, has occurred or is reasonably expected to occur with respect to any “employee benefit plan” established or maintained by Employee Benefit Plan. Neither the Company, its subsidiaries or any of their ERISA Affiliates. None of the Company, its subsidiaries, the Guarantor or nor any of their ERISA Affiliates has incurred or reasonably expects to incur any material liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “employee benefit planEmployee Benefit Plan” or (ii) Section Sections 412, 4971, 4975 or 4980B of the CodeCode or Sections 302 or 4062(e) of ERISA. Each “employee benefit plan” established or maintained by the Company, its subsidiaries, the Guarantor or any of their ERISA Affiliates Employee Benefit Plan that is intended to be qualified under Section 401 of the Code is so qualified and and, to the knowledge of the Company, nothing has occurred, whether by action or failure to act, which would reasonably be expected to cause the loss of such qualification.

ERISA Compliance. The CompanyExcept as otherwise disclosed in the Offering Memorandum, its subsidiaries and the Guarantor Legacy Entities and any “employee benefit plan” (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 or maintained by the Company, its subsidiaries, the Guarantor Legacy Entities or their ERISA Affiliates (as defined below) are in compliance in all material respects with ERISA and, to the knowledge of the CompanyPartnership, each “multiemployer plan” (as defined in Section 4001 of ERISA) to which the Company, its subsidiaries, the Guarantor Legacy Entities or an ERISA Affiliate contributes (a “Multiemployer Plan”) is in compliance in all material respects with ERISA. “ERISA Affiliate” means, with respect to the Company, the Guarantor or a subsidiaryLegacy 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 the Company Partnership or such subsidiary or the Guarantor is a member. Except as would not reasonably be expected to result in a Material Adverse Change, no 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 the Company, its subsidiaries Legacy Entities or any of their ERISA Affiliates. None No “single employer plan” (as defined in Section 4001 of ERISA) established or maintained by the CompanyLegacy Entities or any of their ERISA Affiliates, its subsidiariesif such “employee benefit plan” were terminated, the Guarantor or would have any “amount of unfunded benefit liabilities” (as defined under ERISA). Neither Legacy Entities nor any of their ERISA Affiliates has incurred or reasonably expects to incur any material liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “employee benefit plan” or (ii) Section Sections 412, 4971, 4975 or 4980B of the Code. Each “employee benefit plan” established or maintained by the Company, its subsidiaries, the Guarantor Legacy Entities or any of their ERISA Affiliates that is intended to be qualified under Section 401 of the Code is so qualified and to the knowledge of the Legacy Entities nothing has occurred, whether by action or failure to act, which would reasonably be expected to cause the loss of such qualification.

ERISA Compliance. The Company, its subsidiaries and the Guarantor Company Parties and any “employee benefit plan” (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 or maintained by the Company, its subsidiaries, the Guarantor Company Parties or their ERISA Affiliates (as defined below) are in compliance in all material respects with the requirements of ERISA and, to the knowledge of the CompanyCompany Parties, each “multiemployer plan” (as defined in Section 4001 of ERISA) to which the Company, its subsidiaries, the Guarantor Company Parties or an ERISA Affiliate contributes (a “Multiemployer Plan”) is in compliance with the requirements of ERISA, except as would not, individually or in all material respects with ERISAthe aggregate, result in a Material Adverse Change. “ERISA Affiliate” means, with respect to the Company, the Guarantor or a subsidiaryCompany Parties, 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 the a Company or such subsidiary or the Guarantor Parties is a member. Except as would not reasonably be expected to not, individually or in the aggregate, result in a Material Adverse Change, (i) 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 the Company, its subsidiaries Company Parties or any of their ERISA Affiliates. None , (ii) no “single employer plan” (as defined in Section 4001 of ERISA) established or maintained by the CompanyCompany Parties or any of their ERISA Affiliates, its subsidiariesif such “employee benefit plan” were terminated, would have any “amount of unfunded benefit liabilities” (as defined under ERISA), (iii) neither the Guarantor or Company Parties nor any of their ERISA Affiliates has incurred or reasonably expects to incur any material liability under (iA) Title IV of ERISA with respect to termination of, or withdrawal from, any “employee benefit plan” or (iiB) Section Sections 412, 4971, 4975 or 4980B of the Code. Each , and (iv) each “employee benefit plan” established or maintained by the Company, its subsidiaries, the Guarantor Company Parties or any of their ERISA Affiliates that is intended to be qualified under Section 401 of the Code is so qualified and nothing has occurred, whether by action or failure to act, which would reasonably be expected to cause the loss of such qualification.

ERISA Compliance. The Company, Company and its subsidiaries and the Guarantor and any “employee benefit plan” (as defined under in Section 3(3) of the Employee Retirement Income Security Act of 1974 (1974, as amended, “ERISA,” which term, as used herein, includes and the regulations and published interpretations thereunderthereunder (collectively, “ERISA”)) established or maintained by the Company, its subsidiaries, the Guarantor subsidiaries or their ERISA Affiliates (as defined below) are in compliance in all material respects with ERISA and, and all other applicable laws related to the knowledge of the Company, each “multiemployer plan” (as defined in Section 4001 of ERISA) to which the Company, its subsidiaries, the Guarantor or an ERISA Affiliate contributes (a “Multiemployer Plan”) is in compliance in all material respects with ERISAsuch employee benefit plans. “ERISA Affiliate” means, with respect to the Company, the Guarantor Company or a subsidiary, any member of any group of organizations described in other entity that, together with the Company or such subsidiary, would be treated as a single employer under Section 414 of the Internal Revenue Code of 1986 (1986, as amended, the “Code,” which term, as used herein, includes and the regulations and published interpretations thereunder) of which thereunder (collectively, the Company or such subsidiary or the Guarantor is a member“Internal Revenue Code”). Except as would not reasonably be expected to result in a Material Adverse Change, no 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 the Company, its subsidiaries or any of their ERISA Affiliates, and no such plan is in “at-risk status” (as defined under ERISA), except as disclosed in the Disclosure Package. None of No “employee benefit plan” established or maintained by the Company, its subsidiariessubsidiaries or any of their ERISA Affiliates, if such “employee benefit plan” were terminated, would have any “amount of unfunded benefit liabilities” (as defined under ERISA), except as disclosed in the Guarantor or Disclosure Package. Neither the Company, its subsidiaries nor any of their ERISA Affiliates has incurred or reasonably expects to incur any material liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “employee benefit plan,” or (ii) Section Sections 412, 4971, 4971 or 4975 or 4980B of the Internal Revenue Code, or (iii) Sections 4980B or 4980D of the Internal Revenue Code with respect to the excise tax imposed thereunder. Each “employee benefit plan” established or maintained by the Company, its subsidiaries, the Guarantor subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 401 401(a) of the Internal Revenue Code is so qualified has received a favorable determination letter from the Internal Revenue Service and nothing has occurred, whether by action or failure to act, which would is reasonably be expected likely to cause disqualification of any such employee benefit plan under Section 401(a) of the loss of such qualificationInternal Revenue Code.

ERISA Compliance. The (A) To the knowledge of the Company, its subsidiaries and the Guarantor and any no “employee benefit planprohibited transaction” (as defined under Section 406 of the Employee Retirement Income Security Act of 1974 1974, as amended (as amended, “ERISA,” which term”) or Section 4975 of the Internal Revenue Code of 1986, as used herein, includes amended (the “Code”) and not exempt under ERISA Section 408 and the regulations and published interpretations thereunderthereunder has occurred with respect to any “employee benefit plan” within the meaning of Section 3(3) established of ERISA, whether or maintained not subject to ERISA, under which the Company has had or has any present or future obligation or liability Employee Benefit Plan (an “Employee Benefit Plan”); (B) at no time has the Company or any member of the company’s controlled group as defined in Code Section 414(b), (c), (m) or (o) (each an “ERISA Affiliate”) maintained, sponsored, participated in, contributed to or has or had any liability or obligation in respect of any Employee Benefit Plan subject to Part 3 of Subtitle B of Title I of ERISA, Title IV of ERISA, or Section 412 of the Code or any “multiemployer plan” as defined in Section 3(37) of ERISA or any multiple employer plan for which the Company or any ERISA Affiliate has incurred or could incur liability under Section 4063 or 4064 of ERISA except as would not, individually or in the aggregate, reasonably be expected to result in a material adverse effect on the Company; (C) each Employee Benefit Plan is and has been operated in compliance with its terms and all applicable laws, including but not limited to ERISA and the Code and no event has occurred (including a “reportable event” as such term is defined in Section 4043 of ERISA) and no condition exists that would subject the Company or any ERISA Affiliate to any tax, fine, lien, penalty or liability imposed by ERISA, the Code or other applicable law, except as would not, individually or in the aggregate, reasonably be expected to result in a material adverse effect on the Company; (D) each Employee Benefit Plan intended to be qualified under Code Section 401(a) is so qualified and has a favorable determination or opinion letter from the IRS upon which it can rely, and any such determination or opinion letter remains in effect and has not been revoked, except as would not, individually or in the aggregate, reasonably be expected to result in a material adverse effect on the Company; to the knowledge of the Company, its subsidiaries, nothing has occurred since the Guarantor date of any such determination or their ERISA Affiliates opinion letter that is reasonably likely to adversely affect such qualification; and (as defined belowE) are in compliance in all material respects the Company does not have any obligations under any collective bargaining agreement with ERISA any union and, to the knowledge of the Company, each “multiemployer plan” (as defined in Section 4001 of ERISA) to which the Company, its subsidiaries, the Guarantor or an ERISA Affiliate contributes (a “Multiemployer Plan”) is in compliance in all material respects with ERISA. “ERISA Affiliate” means, no organization efforts are underway with respect to the Company, the Guarantor or a subsidiary, 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 the Company or such subsidiary or the Guarantor is a member. Except as would not reasonably be expected to result in a Material Adverse Change, 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 the Company, its subsidiaries or any of their ERISA Affiliates. None of the Company, its subsidiaries, the Guarantor or any of their ERISA Affiliates has incurred or reasonably expects to incur any material liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “employee benefit plan” or (ii) Section 412, 4971, 4975 or 4980B of the Code. Each “employee benefit plan” established or maintained by the Company, its subsidiaries, the Guarantor or any of their ERISA Affiliates that is intended to be qualified under Section 401 of the Code is so qualified and nothing has occurred, whether by action or failure to act, which would reasonably be expected to cause the loss of such qualificationemployees.

ERISA Compliance. The Company, Company and its subsidiaries and the Guarantor and any “"employee benefit plan” " (as defined under the Employee Retirement Income Security Act of 1974 (1974, as amended, “ERISA,” which term, as used herein, includes and the regulations and published interpretations thereunderthereunder (collectively, "ERISA")) established or maintained by the Company, its subsidiaries, the Guarantor subsidiaries or their "ERISA Affiliates Affiliates" (as defined below) are in compliance in all material respects with ERISA and, to the knowledge of the Company, each “multiemployer plan” (as defined in Section 4001 of ERISA) to which the Company, its subsidiaries, the Guarantor or an ERISA Affiliate contributes (a “Multiemployer Plan”) is in compliance in all material respects with ERISA. “"ERISA Affiliate” " means, with respect to the Company, the Guarantor Company or a subsidiary, any member of any group of organizations described in Section 414 Sections 414(b),(c),(m) or (o) of the Internal Revenue Code of 1986 (1986, as amended, the “Code,” which term, as used herein, includes and the regulations and published interpretations thereunderthereunder (the "Code") of which the Company or such subsidiary or the Guarantor is a member. Except as would not reasonably be expected to result in a Material Adverse Change, no “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 the Company, its subsidiaries or any of their ERISA Affiliates. None of No "employee benefit plan" established or maintained by the Company, its subsidiariessubsidiaries or any of their ERISA Affiliates, if such "employee benefit plan" were terminated, would have any "amount of unfunded benefit liabilities" (as defined under ERISA). Neither the Guarantor or Company, its subsidiaries nor any of their ERISA Affiliates has incurred or reasonably expects to incur any material liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “"employee benefit plan” " or (ii) Section Sections 412, 4971, 4975 or 4980B of the Code. Each “"employee benefit plan” " established or maintained by the Company, its subsidiaries, the Guarantor subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 401 401(a) of the Code is so qualified and nothing has occurred, whether by action or failure to act, which would reasonably be expected to cause the loss of such qualification. Any certificate signed by an officer of the Company and delivered to the Underwriters or to counsel for the Underwriters shall be deemed to be a representation and warranty by the Company to each Underwriter as to the matters set forth therein.

ERISA Compliance. The CompanyExcept as would not, individually or in the aggregate, result in a Material Adverse Change: (i) the Company and its subsidiaries and the Guarantor and any “employee benefit plan” (as defined under the Employee Retirement Income Security Act of 1974 (1974, as amended, “ERISA,” which term, as used herein, includes and the regulations and published interpretations thereunderthereunder (collectively, “ERISA”)) established or maintained by the Company, its subsidiaries, the Guarantor subsidiaries or their “ERISA Affiliates Affiliates” (as defined below) are in compliance in all material respects with ERISA and, to the knowledge of the Company, each “multiemployer plan” (as defined in Section 4001 of ERISA) to which the Company, its subsidiaries, the Guarantor or an ERISA Affiliate contributes (a “Multiemployer Plan”) is in compliance in all material respects with ERISA. ; “ERISA Affiliate” means, with respect to the Company, the Guarantor Company or a subsidiaryany of its subsidiaries, any member of any group of organizations described in Section 414 Sections 414(b), (c), (m) or (o) of the Internal Revenue Code of 1986 (1986, as amended, the “Code,” which term, as used herein, includes and the regulations and published interpretations thereunderthereunder (the “Code”) of which the Company or such subsidiary or the Guarantor is a member. Except as would not reasonably be expected to result in a Material Adverse Change, ; (ii) no “reportable event” (as defined under ERISA) ), other than an event for which the 30-day notice period is waived, has occurred or is reasonably expected to occur with respect to any “employee benefit plan” established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates. None of ; (iii) no “employee benefit plan” established or maintained by the Company, its subsidiariessubsidiaries or any of their ERISA Affiliates, if such “employee benefit plan” were terminated, would have any “amount of unfunded benefit liabilities” (as defined under ERISA); (iv) neither the Guarantor or Company, its subsidiaries nor any of their ERISA Affiliates has incurred or reasonably expects to incur any material liability under (ia) Title IV of ERISA with respect to termination of, or withdrawal from, any “employee benefit plan” or (iib) Section Sections 412, 4971, 4975 or 4980B of the Code. Each ; and (v) each “employee benefit plan” established or maintained by the Company, its subsidiaries, the Guarantor subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 401 401(a) of the Code is so qualified and nothing has occurred, whether by action or failure to act, which would reasonably be expected to cause the loss of such qualification.

ERISA Compliance. The CompanyExcept as would not, individually or in the aggregate, result in a Material Adverse Change, the Parent Guarantor and its subsidiaries and the Guarantor and any “employee benefit plan” (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 or maintained by the CompanyParent Guarantor, its subsidiaries, the Guarantor subsidiaries or their ERISA Affiliates (as defined below) are in compliance in all material respects with ERISA and, to the knowledge of the Company, each “multiemployer plan” (as defined in Section 4001 of ERISA) to which the Company, its subsidiaries, the Guarantor or an ERISA Affiliate contributes (a “Multiemployer Plan”) is in compliance in all material respects with ERISA. “ERISA Affiliate” means, with respect to the Company, the Parent Guarantor or a subsidiarysubsidiary thereof, 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 the Company Parent Guarantor or such subsidiary or the Guarantor is a member. Except as would not reasonably be expected to not, individually or in the aggregate, result in a Material Adverse Change, 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 the CompanyParent Guarantor, its subsidiaries or any of their ERISA Affiliates. None of Neither the CompanyParent Guarantor, its subsidiaries, the Guarantor or subsidiaries nor any of their ERISA Affiliates has incurred or reasonably expects to incur any material liability under (i) Title IV of ERISA with respect to termination of, or withdrawal fromfrom (including any liability under Section 4062(e) of ERISA), any “employee benefit plan” or (ii) Section Sections 412, 4971, 4975 or 4980B of the Code. Each Except as would not, individually or in the aggregate, result in a Material Adverse Change, each “employee benefit plan” established or maintained by the CompanyParent Guarantor, its subsidiaries, the Guarantor subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 401 of the Code is so qualified and nothing has occurred, whether by action or failure to act, which would reasonably be expected to cause the loss of such qualification.

ERISA Compliance. The Company, its subsidiaries Parent and the Guarantor and Borrower will not at any “employee benefit plan” time: (as defined a) engage in, or permit any ERISA Affiliate to engage in, any transaction in connection with which the Parent, the Borrower or any ERISA Affiliate could be subjected to either a material civil penalty assessed pursuant to section 502(c), (i) or (l) of ERISA or a material tax imposed by Chapter 43 of Subtitle D of the Code with respect to a Plan; (b) terminate, or permit any ERISA Affiliate to terminate, any Plan in a manner, or take any other action with respect to any Plan, that could result in any liability to the Parent, the Borrower or any ERISA Affiliate to the PBGC that could reasonably be expected to have a Material Adverse Effect; (c) fail to make, or permit any ERISA Affiliate to fail to make, full payment when due of all amounts which, under the Employee Retirement Income Security Act provisions of 1974 (as amendedany Plan, “ERISA,” which term, as used herein, includes the regulations and published interpretations thereunder) established agreement relating thereto or maintained by the Company, its subsidiariesapplicable law, the Guarantor Parent, the Borrower or their any ERISA Affiliates Affiliate is required to pay as contributions thereto if such failure could reasonably be expected to have a Material Adverse Effect; (as defined belowd) are in compliance in all material respects with permit to exist, or allow any ERISA andAffiliate to permit to exist, to any accumulated funding deficiency within the knowledge meaning of Section 302 of ERISA or section 412 of the CompanyCode, each “multiemployer plan” (as defined in Section 4001 of ERISA) to which the Company, its subsidiaries, the Guarantor whether or an ERISA Affiliate contributes (a “Multiemployer Plan”) is in compliance in all material respects with ERISA. “ERISA Affiliate” meansnot waived, with respect to the Companyany Plan that exceeds $2,000,000; (e) except as provided in Section 6.12(g), permit, or allow any ERISA Affiliate to permit, the Guarantor actuarial present value of the benefit liabilities under any Plan maintained by the Parent or any ERISA Affiliate which is regulated under Title IV of ERISA to exceed the current value of the assets (computed on a subsidiaryplan termination basis in accordance with Title IV of ERISA) of such Plan allocable to such benefit liabilities by more than $2,000,000, with the term “actuarial present value of the benefit liabilities” having the meaning specified in section 4041 of ERISA; (f) contribute to or assume an obligation to contribute to, or permit any Subsidiary or ERISA Affiliate to contribute to or assume an obligation to contribute to, 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 the Company or Multiemployer Plan if such subsidiary or the Guarantor is a member. Except as would not action could reasonably be expected to result in have a Material Adverse ChangeEffect; (g) acquire, no “reportable event” (as defined under ERISA) has occurred or is reasonably expected permit any ERISA Affiliate to occur acquire, an interest in any Person that causes such Person to become an ERISA Affiliate with respect to any “employee benefit plan” established or maintained by the Company, its subsidiaries Parent or any of their ERISA Affiliates. None of Affiliate if such Person sponsors, maintains or contributes to, or at any time in the Companysix-year period preceding such acquisition has sponsored, its subsidiariesmaintained or contributed to, the Guarantor or any of their ERISA Affiliates has incurred or reasonably expects to incur any material liability under (i) any Multiemployer Plan if the funding status of such Multiemployer Plan is such that a total or partial withdrawal from it by such Person could reasonably be expected to have a Material Adverse Effect or (ii) any other Plan that is subject to Title IV of ERISA under which the actuarial present value of the benefit liabilities under such Plan exceeds the current value of the assets (computed on a plan termination basis in accordance with respect Title IV of ERISA) of such Plan allocable to termination ofsuch benefit liabilities by an amount in excess of $2,000,000; (h) incur, or withdrawal frompermit any ERISA Affiliate to incur, any “employee benefit plan” a liability to or on account of a Plan under sections 515, 4062, 4063, 4064, 4201 or 4204 of ERISA in excess of $2,000,000; or (iii) Section 412amend, 4971or permit any ERISA Affiliate to amend, 4975 a Plan resulting in an increase in current liability such that the Borrower or 4980B any ERISA Affiliate is required to provide security to such Plan under section 401(a)(29) of the Code. Each “employee benefit plan” established or maintained by the Company, its subsidiaries, the Guarantor or any of their ERISA Affiliates that is intended to be qualified under Section 401 of the Code is so qualified and nothing has occurred, whether by action or failure to act, which would reasonably be expected to cause the loss of such qualification.

ERISA Compliance. The Company, its subsidiaries Issuers and the Guarantor Guarantors and any “employee benefit plan” (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 or maintained by the Company, its subsidiariesIssuers, the Guarantor Guarantors or their ERISA Affiliates (as defined below) are in compliance in all material respects with ERISA and, to the knowledge of the CompanyIssuers, each “multiemployer plan” (as defined in Section 4001 of ERISA) to which the Company, its subsidiariesIssuers, the Guarantor Guarantors or an ERISA Affiliate contributes (a “Multiemployer Plan”) is in compliance in all material respects with ERISA, except in each case as such noncompliance as would not have a Material Adverse Effect. “ERISA Affiliate” means, with respect to either of the Company, Issuers or any of the Guarantor or a subsidiaryGuarantors, any member of any group of organizations described in Section 414 414(b), (c), (m) or (o) of the Internal Revenue Code of 1986 (as amended, which either of the “Code,” which term, as used herein, includes the regulations and published interpretations thereunder) of which the Company Issuers or such subsidiary or the Guarantor is a member. Except as would not reasonably be expected to result in a Material Adverse Change, no No “reportable event” (as defined under ERISA) has occurred within the last six years or is reasonably expected to occur with respect to any “employee benefit plan” established or maintained by either of the CompanyIssuers, its subsidiaries any of the Guarantors or any of their ERISA Affiliates. No “single employer plan” (as defined in Section 4001 of ERISA) established or maintained by either of the Issuers, any of the Guarantors or any of their ERISA Affiliates, if such “employee benefit plan” were terminated as of the last day of the most recent plan year ended prior to the date hereof, would have any “amount of unfunded benefit liabilities” (as defined in Section 401(a)(18) of ERISA). None of the CompanyIssuers, its subsidiaries, any of the Guarantor Guarantors or any of their ERISA Affiliates has within the last six years incurred or reasonably expects to incur any material unpaid liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “employee benefit plan” or (ii) Section Sections 412, 4971, 4975 or 4980B of the Code, except as such liability as would not have a Material Adverse Effect. Each “employee benefit plan” established or maintained by either of the CompanyIssuers, its subsidiaries, any of the Guarantor Guarantors or any of their ERISA Affiliates that is intended to be qualified under Section 401 of the Code is so qualified and and, to the knowledge of the Issuers, nothing has occurred, whether by action or failure to act, which would reasonably be expected to cause the loss of such qualification.

ERISA Compliance. The Company, its subsidiaries and the Guarantor and any “employee benefit plan” (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 or maintained by the Company, its subsidiaries, the Guarantor or their ERISA Affiliates (as defined below) are in compliance in all material respects with ERISA and, to the knowledge of the Company, each “multiemployer plan” (as defined in Section 4001 of ERISA) to which the Company, its subsidiaries, the Guarantor or an ERISA Affiliate contributes (a “Multiemployer Plan”) Each Plan is in compliance in with the applicable provisions of ERISA, the Code and other Applicable Law. Each Plan that is intended to qualify under Section 401(a) of the Code has received a favorable determination letter from the IRS and nothing has occurred which would prevent, or cause the loss of, such qualification. To the extent applicable, such Borrower and each ERISA Affiliate have made all material respects required contributions to each Plan subject to Section 412 of the Code, and no application for a funding waiver or an extension of any amortization period pursuant to Section 412 of the Code has been made with ERISArespect to any Plan. “ERISA Affiliate” meansThere are no pending or threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan, except for those that could not, either individually or in the Companyaggregate, the Guarantor or a subsidiary, 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 the Company or such subsidiary or the Guarantor is a member. Except as would not reasonably be expected to result in have a Material Adverse ChangeEffect. There has been no non-exempt prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan, no “reportable event” except for those that could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (as defined under ERISAi) No ERISA Event has occurred or is reasonably expected to occur with respect to occur; (ii) no Pension Plan has any “employee benefit plan” established or maintained by the CompanyUnfunded Pension Liability; (iii) neither such Borrower nor any ERISA Affiliate has incurred, its subsidiaries or any of their ERISA Affiliates. None of the Company, its subsidiaries, the Guarantor or any of their ERISA Affiliates has incurred or reasonably expects to incur incur, any material liability under (i) Title IV of ERISA with respect to termination ofany Pension Plan (other than premiums due and not delinquent under Section 4007 of ERISA); (iv) neither such Borrower nor any ERISA Affiliate has incurred, or withdrawal fromreasonably expects to incur, any “employee benefit plan” or liability (ii) Section 412and no event has occurred which, 4971, 4975 or 4980B with the giving of the Code. Each “employee benefit plan” established or maintained by the Company, its subsidiaries, the Guarantor or any of their ERISA Affiliates that is intended to be qualified notice under Section 401 4219 of ERISA, would result in such liability) under Sections 4201 or 4243 of ERISA with respect to a Multiemployer Plan; and (v) neither such Borrower nor any ERISA Affiliate has engaged in a transaction that could be subject to Sections 4069 or 4212(c) of ERISA, in each case that either individually or in the Code is so qualified and nothing has occurredaggregate, whether by action or failure to act, which would reasonably be expected to cause the loss of such qualificationhave a Material Adverse Effect.

ERISA Compliance. The Company, Company and its subsidiaries and the Guarantor and any “employee benefit plan” (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 or maintained by the Company, its subsidiaries, the Guarantor subsidiaries or their ERISA Affiliates (as defined below) are in compliance in all material respects with ERISA and, to the knowledge of the Company, each “multiemployer plan” (as defined in Section 4001 of ERISA) to which the Company, its subsidiaries, the Guarantor subsidiaries or an ERISA Affiliate contributes (a “Multiemployer Plan”) is in compliance in all material respects with ERISA. “ERISA Affiliate” means, with respect to the Company, the Guarantor Company or a subsidiary, 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 the Company or such subsidiary or the Guarantor is a member. Except as would not reasonably be expected to result in a Material Adverse Change, no 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 the Company, its subsidiaries or any of their ERISA Affiliates. None No “single employer plan” (as defined in Section 4001 of ERISA) established or maintained by the Company, its subsidiariessubsidiaries or any of their ERISA Affiliates, if such “employee benefit plan” were terminated, would have any “amount of unfunded benefit liabilities” (as defined under ERISA). Neither the Guarantor or Company, its subsidiaries nor any of their ERISA Affiliates has incurred or reasonably expects to incur any material liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “employee benefit plan” or (ii) Section Sections 412, 4971, 4975 or 4980B of the Code. Each “employee benefit plan” established or maintained by the Company, its subsidiaries, the Guarantor subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 401 of the Code is so qualified and nothing has occurred, whether by action or failure to act, which would reasonably be expected to cause the loss of such qualification.

ERISA Compliance. The Company, its subsidiaries and the Guarantor and any No “employee benefit planreportable event” (as defined under within the meaning of Section 4043 of the Employee Retirement Income Security Act of 1974 (1974, as amended, and the rules and regulations promulgated thereunder (collectively, “ERISA,” which term, as used herein, includes the regulations and published interpretations thereunder) established or maintained by the Company, its subsidiaries, the Guarantor or their ERISA Affiliates (as defined below) are in compliance in all material respects with ERISA and, to the knowledge of the Company, each “multiemployer plan” (as defined in Section 4001 of ERISA) to which the Company, its subsidiaries, the Guarantor or an ERISA Affiliate contributes (a “Multiemployer Plan”) is in compliance in all material respects with ERISA. “ERISA Affiliate” means, with respect to the Company, the Guarantor or a subsidiary, 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 the Company or such subsidiary or the Guarantor is a member. Except as would not reasonably be expected to result in a Material Adverse Change, no “reportable event” (as defined under ERISA)) has occurred or is reasonably expected to occur with respect to any “employee benefit plan” (as defined under ERISA) established or maintained by the Company, its subsidiaries or any of their ERISA AffiliatesAffiliates (as defined below), which could reasonably be expected to result in a Material Adverse Change or have a material adverse effect on the ability of the Company to perform its obligations under this Agreement, the Indenture and the Securities. None Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) for each “single employer plan” (as defined in Section 4001(a)(15) of ERISA), copies of which have been filed with the Internal Revenue Service and will be made available to the Underwriters upon a written request to the Company, is complete and accurate in all material respects and fairly presents the funding status of such single employer plan. Neither the Company nor any ERISA Affiliate has incurred or, to the knowledge of the Company or ERISA Affiliate, is reasonably expected to incur any “withdrawal liability” to any “multiemployer plan” (as such terms are defined in Part I of Subtitle E of Title IV of ERISA) which could reasonably be expected to result in a Material Adverse Change. Neither the Company nor any ERISA Affiliate has been notified by the sponsor of a multiemployer plan that such multiemployer plan is in reorganization or has been terminated, within the meaning of Title IV of ERISA, and, to the knowledge of the Company or ERISA Affiliate, no such multiemployer plan is reasonably expected to be in reorganization or to be terminated, within the meaning of Title IV of ERISA. As used herein, “ERISA Affiliate” means any person that for purposes of Title IV of ERISA is a member of the controlled group of the Company, its subsidiaries, the Guarantor or any of their ERISA Affiliates has incurred or reasonably expects to incur any material liability under (i) Title IV of ERISA common control with respect to termination of, or withdrawal from, any “employee benefit plan” or (ii) Section 412, 4971, 4975 or 4980B of the Code. Each “employee benefit plan” established or maintained by the Company, its subsidiaries, within the Guarantor or any meaning of their ERISA Affiliates that is intended to be qualified under Section 401 414 of the Internal Revenue Code is so qualified of 1986, as amended, and nothing has occurred, whether by action or failure to act, which would reasonably be expected to cause the loss of such qualificationrules and regulations promulgated thereunder.

ERISA Compliance. The CompanyExcept as otherwise disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries and the Guarantor and any “employee benefit plan” (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 or maintained by the Company, its subsidiaries, the Guarantor subsidiaries or their ERISA Affiliates (as defined below) are in compliance in all material respects with ERISA. Neither the Company nor its ERISA and, Affiliates have an obligation to the knowledge of the Company, each contribute to “multiemployer plan” (as defined in Section 4001 of ERISA) to which the Company, its subsidiaries, the Guarantor or an ERISA Affiliate contributes (a “Multiemployer Plan”) is in compliance in all material respects with ERISA). “ERISA Affiliate” means, with respect to the Company, the Guarantor Company or a subsidiary, 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 the Company or such subsidiary or the Guarantor is a member. Except as otherwise disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus or would not reasonably be expected to result in a Company Material Adverse Change, (x) 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 the Company, its subsidiaries or any of their ERISA Affiliates. None , (y) no “single employer plan” (as defined in Section 4001 of ERISA) established or maintained by the Company, its subsidiariessubsidiaries or any of their ERISA Affiliates, if such “employee benefit plan” were terminated, would have any “amount of unfunded benefit liabilities” (as defined under ERISA), and (z) neither the Guarantor or Company nor its subsidiaries nor any of their ERISA Affiliates has incurred or reasonably expects to incur any material liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “employee benefit plan” or (ii) Section Sections 412, 4971, 4975 or 4980B of the Code. Each “employee benefit plan” established or maintained by the Company, its subsidiaries, the Guarantor subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 401 of the Code is so has obtained a favorable determination letter from the Internal Revenue Service as to the tax-qualified status of such plan and nothing has occurred, whether by action or failure to act, which would reasonably be expected to cause the loss of such qualification.

ERISA Compliance. The CompanyExcept as disclosed in the General Disclosure Package or as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect: (i) the Company and its subsidiaries and the Guarantor and any “employee benefit plan” (as defined under within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974 (as amended, “ERISA,” which term, as used herein, includes the regulations and published interpretations thereunder)) established or maintained by the Company, Company or its subsidiaries, the Guarantor or their ERISA Affiliates (as defined below) subsidiaries are in compliance in all material respects with ERISA and, to the knowledge of the Company, each “multiemployer plan” (as defined in Section 4001 of ERISA) to which the Company, its subsidiaries, the Guarantor or an ERISA Affiliate contributes (a “Multiemployer Plan”) is in compliance in all material respects with ERISA. “ERISA Affiliate” means, with respect to the Company, the Guarantor or a subsidiary, any member of any group of organizations described in Section 414 of and 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 or the Guarantor is a member. Except as would not reasonably be expected to result in a Material Adverse Changeand other similar laws, (ii) no “reportable event” (as defined under Section 4043 of ERISA) has occurred (excluding any such event for which the thirty (30) day notice requirement has been waived under the regulations to Section 4043 of ERISA) or is reasonably expected to occur with respect to any “employee benefit plan” established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates. None of Affiliates (as defined below) and (iii) neither the Company, its subsidiaries, the Guarantor or subsidiaries nor any of their ERISA Affiliates has incurred or reasonably expects to incur any material liability under (ix) Title IV of ERISA with respect to the termination of, or withdrawal from, any “employee benefit single employer plan” (as defined in Section 4001(a) of ERISA) or “multiemployer plan” (as defined in Section 4001(a) of ERISA, a “Multiemployer Plan”) or (iiy) Section 412, Section 4971, Section 4975 or Section 4980B of the Code. Each “employee benefit plan” established or maintained by the Company, Company or its subsidiaries, the Guarantor or any of their ERISA Affiliates subsidiaries that is intended to be qualified under Section 401 of the Code is so qualified and nothing has occurred, whether by action or failure to act, which would reasonably be expected to cause the loss of such qualification. “ERISA Affiliate” means, with respect to the Company or a subsidiary, any member of any group of organizations described in Section 414 of the Code of which the Company or such subsidiary is a member.

ERISA Compliance. The Company, Company and its subsidiaries and the Guarantor and any “employee benefit plan” (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 or maintained by the Company, its subsidiaries, the Guarantor subsidiaries or their “ERISA Affiliates Affiliates” (as defined below) are in compliance in all material respects with ERISA and, to the knowledge of the Company, each “multiemployer plan” (as defined in Section 4001 of ERISA) to which the Company, its subsidiaries, the Guarantor subsidiaries or an ERISA Affiliate contributes (a “Multiemployer Plan”) is in compliance in all material respects with ERISA. “ERISA Affiliate” means, with respect to the Company, the Guarantor Company or a subsidiary, 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 the Company or such subsidiary or the Guarantor is a member. Except as would not reasonably be expected to result in a Material Adverse Change, no 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 the Company, its subsidiaries or any of their ERISA Affiliates. None No “single employer plan” (as defined in Section 4001 of ERISA) established or maintained by the Company, its subsidiariessubsidiaries or any of their ERISA Affiliates, if such “employee benefit plan” were terminated, would have any “amount of unfunded benefit liabilities” (as defined under ERISA). Neither the Guarantor or Company, its subsidiaries nor any of their ERISA Affiliates has incurred or reasonably expects to incur any material liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “employee benefit plan” or (ii) Section Sections 412, 4971, 4975 or 4980B of the Code. Each “employee benefit plan” established or maintained by the Company, its subsidiaries, the Guarantor subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 401 of the Code is so qualified and nothing has occurred, whether by action or failure to act, which would reasonably be expected to cause the loss of such qualification.

ERISA Compliance. The Company, its subsidiaries and the Guarantor Company Parties and any “employee benefit plan” (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 or maintained by the Company, its subsidiaries, the Guarantor Company Parties or their ERISA Affiliates (as defined below) are in compliance in all material respects with the requirements of ERISA and, to the knowledge of the Company, each “multiemployer plan” (as defined in Section 4001 of ERISA) to which the Company, its subsidiaries, the Guarantor Company Parties or an ERISA Affiliate contributes (a “Multiemployer Plan”) is in compliance with the requirements of ERISA, except as would not, individually or in all material respects with ERISAthe aggregate, result in a Material Adverse Change. “ERISA Affiliate” means, with respect to the Company, the Guarantor or a subsidiaryCompany Parties, 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 the a Company or such subsidiary or the Guarantor Parties is a member. Except as would not reasonably be expected to not, individually or in the aggregate, result in a Material Adverse Change, (i) 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 the Company, its subsidiaries Company Parties or any of their ERISA Affiliates. None , (ii) no “single employer plan” (as defined in Section 4001 of ERISA) established or maintained by the CompanyCompany Parties or any of their ERISA Affiliates, its subsidiariesif such “employee benefit plan” were terminated, would have any “amount of unfunded benefit liabilities” (as defined under ERISA), (iii) neither the Guarantor or Company Parties nor any of their ERISA Affiliates has incurred or reasonably expects to incur any material liability under (iA) Title IV of ERISA with respect to termination of, or withdrawal from, any “employee benefit plan” or (iiB) Section Sections 412, 4971, 4975 or 4980B of the Code. Each , and (iv) each “employee benefit plan” established or maintained by the Company, its subsidiaries, the Guarantor Company Parties or any of their ERISA Affiliates that is intended to be qualified under Section 401 of the Code is so qualified and nothing has occurred, whether by action or failure to act, which would reasonably be expected to cause the loss of such qualification.

ERISA Compliance. The Company, Company and its subsidiaries and the Guarantor and any “employee benefit plan” (as defined under the Employee Retirement Income Security Act of 1974 (1974, as amended, “ERISA,” which term, as used herein, includes and the regulations and published interpretations thereunderthereunder (collectively, “ERISA”)) established or maintained by the Company, its subsidiaries, the Guarantor subsidiaries or their “ERISA Affiliates Affiliates” (as defined below) are in compliance in all material respects with ERISA andexcept as would not, to individually or in the knowledge of the Companyaggregate, each “multiemployer plan” (as defined result in Section 4001 of ERISA) to which the Company, its subsidiaries, the Guarantor or an ERISA Affiliate contributes (a “Multiemployer Plan”) is in compliance in all material respects with ERISAMaterial Adverse Change. “ERISA Affiliate” means, with respect to the Company, the Guarantor Company or a subsidiary, any member of any group of organizations described in Section 414 Sections 414(b), (c), (m) or (o) of the Internal Revenue Code of 1986 (1986, as amended, the “Code,” which term, as used herein, includes and the regulations and published interpretations thereunderthereunder (the “Code”) of which the Company or such subsidiary or the Guarantor is a member. Except as would not reasonably be expected to result in a Material Adverse Change, no 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 the Company, its subsidiaries or any of their ERISA AffiliatesAffiliates that would result in a Material Adverse Change. None of Except as would not individually or in the aggregate result in a Material Adverse Change, (i) no “employee benefit plan” established or maintained by the Company, its subsidiariessubsidiaries or any of their ERISA Affiliates, if such “employee benefit plan” were terminated, would have any “amount of unfunded benefit liabilities” (as defined under ERISA), (ii) neither the Guarantor or Company, its subsidiaries nor any of their ERISA Affiliates has incurred or reasonably expects to incur any material liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “employee benefit plan” or (ii) Section Sections 412, 4971, 4975 or 4980B of the Code. Each , and (iii) each “employee benefit plan” established or maintained by the Company, its subsidiaries, the Guarantor subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 401 401(a) of the Code is so qualified and nothing has occurred, whether by action or failure to act, which would reasonably be expected to cause the loss of such qualification.

ERISA Compliance. The CompanyExcept as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: (a) each Loan Party and its subsidiaries Subsidiaries and each of their respective ERISA Affiliates (and in the case of a Pension Plan or a Multiemployer Plan, each of their respective ERISA Affiliates) are in compliance with all applicable provisions and requirements of ERISA and the Guarantor Code and any “employee benefit plan” (as defined under the Employee Retirement Income Security Act of 1974 (as amended, “ERISA,” which term, as used herein, includes other federal and state laws and the regulations and published interpretations thereunderthereunder with respect to each Plan and Pension Plan and have performed all their obligations under each Plan and Pension Plan; (b) established no ERISA Event or maintained Foreign Plan Event has occurred or is reasonably expected to occur; (c) each Plan or Pension Plan which is intended to qualify under Section 401(a) of the Code has received a favorable determination letter from the IRS covering such plan’s most recently completed five-year remedial amendment cycle in accordance with Revenue Procedure 2007-44, I.R.B. 2007-28, indicating that such Plan or Pension Plan is so qualified and the trust related thereto has been determined by the Company, its subsidiaries, IRS to be exempt from federal income tax under Section 501(a) of the Guarantor Code or their ERISA Affiliates (as defined below) are in compliance in all material respects with ERISA an application for such a determination is currently pending before the IRS and, to the knowledge of the CompanyBorrower, nothing has occurred subsequent to the issuance of the most recent determination letter which would cause such Plan or Pension Plan to lose its qualified status; (d) no liability to the PBGC (other than required premium payments), the IRS, any Plan or Pension Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by any Loan Party or its Subsidiaries or any of their ERISA Affiliates; (e) no ERISA Event has occurred and neither the Borrower 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; (f) each of the Loan Parties and their respective Subsidiaries’ ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in “multiemployer plandefault” (as defined in Section 4001 4219(c)(5) of ERISA) to which the Company, its subsidiaries, the Guarantor or an ERISA Affiliate contributes (a “Multiemployer Plan”) is in compliance in all material respects with ERISA. “ERISA Affiliate” means, with respect to payments to a Multiemployer Plan; (g) all amounts required by applicable law with respect to, or by the Company, the Guarantor or a subsidiaryterms of, any member of retiree welfare benefit arrangement maintained by any group of organizations described Loan Party or its Subsidiaries or any ERISA Affiliate or to which any Loan Party or its Subsidiaries or any ERISA Affiliate has an obligation to contribute have been accrued in Section 414 accordance with ASC Topic 715-60; (h) as of the Internal Revenue Code most recent valuation date for each Multiemployer Plan for which the actuarial report is available, no Loan Party nor any of 1986 their respective Subsidiaries or ERISA Affiliates has any potential liability for a complete withdrawal from such Multiemployer Plan (as amendedwithin the meaning of Section 4203 of ERISA), the “Code,” which termwhen aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, as used herein, includes the regulations and published interpretations thereunderbased on information available pursuant to Section 4221(e) of which ERISA; (i) there has been no Prohibited Transaction or violation of the Company fiduciary responsibility rules with respect to any Plan or such subsidiary Pension Plan that has resulted or the Guarantor is a member. Except as would not could reasonably be expected to result in a Material Adverse Change, no “reportable event” Effect; (as defined under ERISAj) has occurred or is reasonably expected to occur with respect to neither any “employee benefit plan” established or maintained by the Company, its subsidiaries or Loan Party nor any of their its Subsidiaries nor any ERISA Affiliates. None of the CompanyAffiliate maintains or contributes to, its subsidiariesor has any unsatisfied obligation to contribute to, the Guarantor or liability under, any of their ERISA Affiliates has incurred active or reasonably expects to incur any material liability under terminated Pension Plan other than (i) Title IV of ERISA with respect to termination ofon the Closing Date, or withdrawal from, any “employee benefit plan” or those listed on Schedule 4.11 hereto and (ii) Section 412thereafter, 4971Pension Plans not otherwise prohibited by this Agreement. The present value of all accumulated benefit obligations under each Pension Plan, 4975 or 4980B did not, as of the Code. Each “employee benefit plan” established or maintained close of its most recent plan year, exceed by more than an immaterial amount the Company, its subsidiaries, fair market value of the Guarantor or any assets of their ERISA Affiliates that is intended such Pension Plan allocable to be qualified such accrued benefits (determined in both cases using the applicable assumptions under Section 401 430 of the Code is so qualified and nothing has occurredthe Treasury Regulations promulgated thereunder), whether and the present value of all accumulated benefit obligations of all underfunded Pension Plans did not, as of the date of the most recent financial statements reflecting such amounts, exceed by action or failure to act, which would reasonably be expected to cause more than an immaterial amount the loss fair market value of the assets of all such qualificationunderfunded Pension Plans (determined in both cases using the applicable assumptions under Section 430 of the Code and the Treasury Regulations promulgated thereunder).

ERISA Compliance. The CompanyExcept as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: (a) each Loan Party and its subsidiaries Subsidiaries and each of their respective ERISA Affiliates (and in the case of a Pension Plan or a Multiemployer Plan, each of their respective ERISA Affiliates) are in compliance with all applicable provisions and requirements of ERISA and the Guarantor Code and any “employee benefit plan” (as defined under the Employee Retirement Income Security Act of 1974 (as amended, “ERISA,” which term, as used herein, includes other federal and state laws and the regulations and published interpretations thereunderthereunder with respect to each Plan and Pension Plan and have performed all their obligations under each Plan and Pension Plan; (b) established no ERISA Event or maintained Foreign Plan Event has occurred or is reasonably expected to occur; (c) each Plan or Pension Plan which is intended to qualify under Section 401(a) of the Code has received a favorable determination letter from the IRS covering such plan’s most recently completed five (5)-year remedial amendment cycle in accordance with Revenue Procedure 2007-44, I.R.B. 2007-28, indicating that such Plan or Pension Plan is so qualified and the trust related thereto has been determined by the Company, its subsidiaries, IRS to be exempt from federal income tax under Section 501(a) of the Guarantor Code or their ERISA Affiliates (as defined below) are in compliance in all material respects with ERISA an application for such a determination is currently pending before the IRS and, to the knowledge of the CompanyBorrower, nothing has occurred subsequent to the issuance of the most recent determination letter which would cause such Plan or Pension Plan to lose its qualified status; (d) no liability to the PBGC (other than required premium payments), the IRS, any Plan or Pension Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by any Loan Party or its Subsidiaries or any of their ERISA Affiliates; (e) no ERISA Event has occurred and neither the Borrower 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; (f) each of the Loan Parties and their respective Subsidiaries’ ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in “multiemployer plandefault” (as defined in Section 4001 4219(c)(5) of ERISA) to which the Company, its subsidiaries, the Guarantor or an ERISA Affiliate contributes (a “Multiemployer Plan”) is in compliance in all material respects with ERISA. “ERISA Affiliate” means, with respect to payments to a Multiemployer Plan; (g) all amounts required by applicable law with respect to, or by the Company, the Guarantor or a subsidiaryterms of, any member of retiree welfare benefit arrangement maintained by any group of organizations described Loan Party or its Subsidiaries or any ERISA Affiliate or to which any Loan Party or its Subsidiaries or any ERISA Affiliate has an obligation to contribute have been accrued in Section 414 accordance with ASC Topic 715-60; (h) as of the Internal Revenue Code most recent valuation date for each Multiemployer Plan for which the actuarial report is available, no Loan Party nor any of 1986 their respective Subsidiaries or ERISA Affiliates has any potential liability for a complete withdrawal from such Multiemployer Plan (as amendedwithin the meaning of Section 4203 of ERISA), the “Code,” which termwhen aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, as used herein, includes the regulations and published interpretations thereunderbased on information available pursuant to Section 4221(e) of which ERISA; (i) there has been no Prohibited Transaction or violation of the Company fiduciary responsibility rules with respect to any Plan or such subsidiary Pension Plan that has resulted or the Guarantor is a member. Except as would not could reasonably be expected to result in a Material Adverse Change, no “reportable event” Effect; (as defined under ERISAj) has occurred or is reasonably expected to occur with respect to neither any “employee benefit plan” established or maintained by the Company, its subsidiaries or Loan Party nor any of their its Subsidiaries nor any ERISA Affiliates. None of the CompanyAffiliate maintains or contributes to, its subsidiariesor has any unsatisfied obligation to contribute to, the Guarantor or liability under, any of their ERISA Affiliates has incurred active or reasonably expects to incur any material liability under terminated Pension Plan other than (i) Title IV of ERISA with respect to termination ofon the Closing Date, or withdrawal from, any “employee benefit plan” or those listed on Schedule 4.11 hereto and (ii) Section 412thereafter, 4971Pension Plans not otherwise prohibited by this Agreement. The present value of all accumulated benefit obligations under each Pension Plan, 4975 or 4980B did not, as of the Code. Each “employee benefit plan” established or maintained close of its most recent plan year, exceed by more than an immaterial amount the Company, its subsidiaries, fair market value of the Guarantor or any assets of their ERISA Affiliates that is intended such Pension Plan allocable to be qualified such accrued benefits (determined in both cases using the applicable assumptions under Section 401 430 of the Code is so qualified and nothing has occurredthe Treasury Regulations promulgated thereunder), whether and the present value of all accumulated benefit obligations of all underfunded Pension Plans did not, as of the date of the most recent financial statements reflecting such amounts, exceed by action or failure to act, which would reasonably be expected to cause more than an immaterial amount the loss fair market value of the assets of all such qualificationunderfunded Pension Plans (determined in both cases using the applicable assumptions under Section 430 of the Code and the Treasury Regulations promulgated thereunder).

ERISA Compliance. The Company, Company and its subsidiaries and the Guarantor and any “employee benefit plan” (as defined under in Section 3(3) of the Employee Retirement Income Security Act of 1974 (1974, as amended, “ERISA,” which term, as used herein, includes and the regulations and published interpretations thereunderthereunder (collectively, “ERISA”)) established or maintained by the Company, its subsidiaries, the Guarantor subsidiaries or their “ERISA Affiliates Affiliates” (as defined below) are in compliance in all material respects with ERISA and, to the knowledge of the Company, each “multiemployer plan” (as defined in Section 4001 of ERISA) to which the Company, its subsidiaries, the Guarantor or an ERISA Affiliate contributes (a “Multiemployer Plan”) is in compliance in all material respects with ERISA. “ERISA Affiliate” means, with respect to the Company, the Guarantor Company or a subsidiary, any member of any group of organizations described in Section 414 414(b), (c), (m) or (o) of the Internal Revenue Code of 1986 (1986, as amended, the “Code,” which term, as used herein, includes and the regulations and published interpretations thereunderthereunder (the “Code”) of which the Company or such subsidiary or the Guarantor is a member. Except as would not reasonably be expected to result in a Material Adverse Change, no No “reportable event” (as defined under in Section 4043 of ERISA) for which advance notice is required to be made to the Pension Benefit Guaranty Corporation under the regulations under ERISA has occurred or is reasonably expected to occur with respect to any “employee pension benefit plan” (as defined in Section 3(2) of ERISA) established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates. None No “employee pension benefit plan” subject to Title IV of ERISA established or maintained by the Company, its subsidiariessubsidiaries or any of their ERISA Affiliates, if such “employee pension benefit plan” were terminated, would have any “amount of unfunded benefit liabilities” (as defined in Section 4001(a)(18) of ERISA), except for the Guarantor or amount of unfunded benefit liabilities, if any, as would not, in the aggregate, have a Material Adverse Effect. Neither the Company, its subsidiaries nor any of their ERISA Affiliates has incurred or reasonably expects to incur any material liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “employee pension benefit plan” or (ii) Section Sections 412, 4971, 4975 or 4980B of the CodeCode that would, in the aggregate, have a Material Adverse Effect. Each “employee pension benefit plan” established or maintained by the Company, its subsidiaries, the Guarantor subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 401 of the Code is so qualified and nothing has occurred, whether by action or failure to act, which would reasonably be expected the Company is not aware of any circumstances likely to cause the loss of such qualification. Any certificate signed by an officer of the Company and delivered to the Representatives or to counsel for the Underwriters shall be deemed to be a representation and warranty by the Company to each Underwriter as to the matters set forth therein.

ERISA Compliance. The CompanyExcept as otherwise disclosed in the Offering Memorandum, the Company and its subsidiaries and the Guarantor and any “employee benefit plan” (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 or maintained by the Company, its subsidiaries, the Guarantor subsidiaries or their ERISA Affiliates (as defined below) are in compliance in all material respects with ERISA. Neither the Company nor its ERISA and, Affiliates have an obligation to the knowledge of the Company, each contribute to “multiemployer plan” (as defined in Section 4001 of ERISA) to which the Company, its subsidiaries, the Guarantor or an ERISA Affiliate contributes (a “Multiemployer Plan”) is in compliance in all material respects with ERISA). “ERISA Affiliate” means, with respect to the Company, the Guarantor Company or a subsidiary, 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 the Company or such subsidiary or the Guarantor is a member. Except as otherwise disclosed in the Offering Memorandum or would not reasonably be expected to result in a Material Adverse Change, (x) 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 the Company, its subsidiaries or any of their ERISA Affiliates. None , (y) no “single employer plan” (as defined in Section 4001 of ERISA) established or maintained by the Company, its subsidiariessubsidiaries or any of their ERISA Affiliates, if such “employee benefit plan” were terminated, would have any “amount of unfunded benefit liabilities” (as defined under ERISA), and (z) neither the Guarantor or Company, its subsidiaries nor any of their ERISA Affiliates has incurred or reasonably expects to incur any material liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “employee benefit plan” or (ii) Section Sections 412, 4971, 4975 or 4980B of the Code. Each “employee benefit plan” established or maintained by the Company, its subsidiaries, the Guarantor subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 401 of the Code is so has obtained a favorable determination letter from the Internal Revenue Service as to the tax-qualified status of such plan and nothing has occurred, whether by action or failure to act, which would reasonably be expected to cause the loss of such qualification.

ERISA Compliance. The Company, its subsidiaries and the Guarantor Subsidiaries and any “"employee benefit plan” " (as defined under the Employee Retirement Income Security Act of 1974 (1974, as amended, “ERISA,” which term, as used herein, includes and the regulations and published interpretations thereunderthereunder (collectively, "ERISA")) established or maintained by the Company, its subsidiaries, any of the Guarantor Subsidiaries or their "ERISA Affiliates Affiliates" (as defined below) are in compliance in all material respects with ERISA and, to the knowledge of the Company, each “multiemployer plan” (as defined in Section 4001 of ERISA) to which the Company, its subsidiaries, the Guarantor or an ERISA Affiliate contributes (a “Multiemployer Plan”) is in compliance in all material respects with ERISA. “"ERISA Affiliate” means, with respect to the Company, the Guarantor or a subsidiary, " means any member of any group of organizations described in Section 414 414(b),(c),(m) or (o) of the Internal Revenue Code of 1986 (as amended, the “Code,” which term1986, as used hereinamended (the "Code"), includes the regulations and published interpretations thereunder) of which the Company or such subsidiary or the Guarantor Subsidiary is a member. Except as would not reasonably be expected to result in a Material Adverse Change, no “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 the Company, its subsidiaries the Subsidiaries or any of their ERISA AffiliatesAffiliate. None of No "employee benefit plan" established or maintained by the Company, its subsidiaries, any of the Guarantor Subsidiaries or any ERISA Affiliate, if such "employee benefit plan" were terminated, would have any "amount of their unfunded benefit liabilities" (as defined under ERISA). Neither the Company, any of the Subsidiaries nor any ERISA Affiliates Affiliate has incurred or reasonably expects to incur any material liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “"employee benefit plan” " or (ii) Section 412, 4971, 4975 or 4980B of the Code. Each “"employee benefit plan” " established or maintained by the Company, its subsidiaries, any of the Guarantor Subsidiaries or any of their ERISA Affiliates Affiliate that is intended to be qualified under Section 401 401(a) of the Code is so qualified qualified, and nothing has occurred, whether by action or failure to act, which that would reasonably be expected to cause the loss of such qualification.

ERISA Compliance. The CompanyExcept as would not reasonably be expected, its subsidiaries individually or in the aggregate, to result in a Material Adverse Change, the Company and the Guarantor RGF LLC and any “employee benefit plan” (as defined under the Employee Retirement Income Security Act of 1974 (1974, as amended, “ERISA,” which term, as used herein, includes and the regulations and published interpretations thereunderthereunder (collectively, “ERISA”)) established or maintained by the Company, its subsidiaries, the Guarantor RGF LLC or their “ERISA Affiliates Affiliates” (as defined below) are in compliance in all material respects with ERISA and, to the knowledge of the Company, each “multiemployer plan” (as defined in Section 4001 of ERISA) to which the Company, its subsidiaries, the Guarantor or an ERISA Affiliate contributes (a “Multiemployer Plan”) is in compliance in all material respects with ERISA. “ERISA Affiliate” means, with respect to the Company, the Guarantor Company or a subsidiaryRGF LLC, any member of any group of organizations described in Section 414 Sections 414(b), (c), (m) or (o) of the Internal Revenue Code of 1986 (1986, as amended, the “Code,” which term, as used herein, includes and the regulations and published interpretations thereunderthereunder (the “Code”) of which the Company or such subsidiary or the Guarantor RGF LLC, as applicable, is a member. Except as would not reasonably be expected to result in a Material Adverse Change, no 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 the Company, its subsidiaries RGF LLC or any of their ERISA Affiliates. None of No “employee benefit plan” established or maintained by the Company, its subsidiariesRGF LLC or any of their ERISA Affiliates, if such “employee benefit plan” were terminated, would have any “amount of unfunded benefit liabilities” (as defined under ERISA). Neither the Guarantor or Company, RGF LLC nor any of their ERISA Affiliates has incurred or reasonably expects to incur any material liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “employee benefit plan” or (ii) Section Sections 412, 4971, 4975 or 4980B of the Code. Each “employee benefit plan” plan established or maintained by the Company, its subsidiaries, the Guarantor RGF LLC or any of their ERISA Affiliates that is intended to be qualified under Section 401 401(a) of the Code is so qualified and nothing has occurred, whether by action or failure to act, which would reasonably be expected to cause the loss of such qualification.

ERISA Compliance. The Company, its subsidiaries and the Guarantor each Subsidiary and any “employee benefit plan” (as defined under the Employee Retirement Income Security Act of 1974 (1974, as amended, “ERISA,” which term, as used herein, includes and the regulations and published interpretations thereunderthereunder (collectively, “ERISA”)) established or maintained by the Company, Company or its subsidiaries, the Guarantor or their “ERISA Affiliates Affiliates” (as defined below) are in compliance in all material respects with ERISA and, to the knowledge of the Company, each “multiemployer plan” (as defined in Section 4001 of ERISA) to which the Company, its subsidiaries, the Guarantor or an ERISA Affiliate contributes (a “Multiemployer Plan”) is in compliance in all material respects with ERISA. “ERISA Affiliate” means, with respect to the Company, the Guarantor or a subsidiary, any member of any group of organizations described in Section 414 Sections 414(b),(c),(m) or (o) of the Internal Revenue Code of 1986 (1986, as amended, the “Code,” which term, as used herein, includes and the regulations and published interpretations thereunderthereunder (the “Code”) of which the Company or such subsidiary or the Guarantor is a member. Except as would not reasonably be expected to result in a Material Adverse Change, no 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 the Company, its subsidiaries Company or any of their its ERISA Affiliates. None of No “employee benefit plan” established or maintained by the Company, its subsidiaries, the Guarantor Company or any of their its ERISA Affiliates, if such “employee benefit plan” were terminated, would have any “amount of unfunded benefit liabilities” (as defined under ERISA). Neither the Company nor any of its ERISA Affiliates has incurred or reasonably expects to incur any material liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “employee benefit plan” or (ii) Section Sections 412, 4971, 4975 or 4980B of the Code. Each “employee benefit plan” established or maintained by the Company, its subsidiaries, the Guarantor Company or any of their its ERISA Affiliates that is intended to be qualified under Section 401 401(a) of the Code is so qualified and and, to the knowledge of the Company, nothing has occurred, whether by action or failure to act, which would reasonably be expected to cause the loss of such qualification. The execution of this Agreement, or consummation of the Offering does not constitute a triggering event under any employee benefit plan or any other employment contract, whether or not legally enforceable, which (either alone or upon the occurrence of any additional or subsequent event) will or may result in any payment (of severance pay or otherwise), acceleration, increase in vesting, or increase in benefits to any current or former participant, employee or director of the Company other than an event that is not material to the financial condition or business of the Company and the Subsidiary taken as a whole.

ERISA Compliance. The Company, its subsidiaries and the Guarantor and any “employee benefit plan” (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 thereundera) established or maintained by the Company, its subsidiaries, the Guarantor or their ERISA Affiliates (as defined below) are in compliance in all material respects with ERISA and, to the knowledge of the Company, each “multiemployer plan” (as defined in Section 4001 of ERISA) to which the Company, its subsidiaries, the Guarantor or an ERISA Affiliate contributes (a “Multiemployer Plan”) Each Plan is in compliance in all material respects with the applicable provisions of ERISA. “ERISA Affiliate” means, with respect to the Company, the Guarantor Internal Revenue Code and other federal or state laws. Each Pension Plan that is intended to be a subsidiary, any member of any group of organizations described in qualified plan under Section 414 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service to the effect that the form of 1986 (as amended, the “Code,” which term, as used herein, includes the regulations and published interpretations thereundersuch Plan is qualified under Section 401(a) of which the Company Internal Revenue 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 Internal Revenue Code or an application for such subsidiary a letter is currently being processed by the Internal Revenue Service. To the best knowledge of the Loan Parties, nothing has occurred that would prevent, or cause the Guarantor is loss of, such tax-qualified status. (b) There are no pending or, to the best 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 memberMaterial Adverse Effect. Except as would not 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 Change, no “reportable event” Effect. (as defined under ERISAc) (i) No ERISA Event has occurred and neither a Loan Party nor any ERISA Affiliate is aware of any fact, event or is circumstance that could reasonably be expected to occur constitute or result in an ERISA Event with respect to any “employee benefit plan” established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates. None of the Company, its subsidiaries, the Guarantor or any of their ERISA Affiliates has incurred or reasonably expects to incur any material liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “employee benefit plan” or Pension Plan; (ii) Section 412each Loan Party and each ERISA Affiliate has met all applicable requirements under the Pension Funding Rules in respect of each Pension Plan, 4971, 4975 or 4980B and no waiver of the Code. Each “employee benefit plan” established minimum funding standards under the Pension Funding Rules has been applied for or maintained obtained; (iii) neither a Loan Party nor 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; (iv) neither a Loan Party nor any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or Section 4212(c) of ERISA; and (v) no Pension Plan has been terminated by the Companyplan administrator thereof nor by the PBGC, its subsidiaries, the Guarantor and no event or any of their ERISA Affiliates circumstance has occurred or exists that is intended to be qualified under Section 401 of the Code is so qualified and nothing has occurred, whether by action or failure to act, which would could reasonably be expected to cause the loss PBGC to institute proceedings under Title IV of such qualification.ERISA to terminate any Pension Plan. (d) No Loan Party is using “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA) of one or more Benefit Plans in connection with the Loans or the Commitments. 6.13 [Reserved]. 6.14

ERISA Compliance. The Company, Company and its subsidiaries and the Guarantor and any “employee benefit plan” (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 or maintained by the Company, its subsidiaries, the Guarantor subsidiaries or their ERISA Affiliates (as defined below) are in compliance in all material respects with ERISA ERISA, except where the failure to so comply would not result in a Material Adverse Change, and, to the knowledge of the Company, each “multiemployer plan” (as defined in Section 4001 of ERISA) to which the Company, its subsidiaries, the Guarantor subsidiaries or an ERISA Affiliate contributes (a “Multiemployer Plan”) is in compliance in all material respects with ERISA, except where the failure to so comply would not result in a Material Adverse Change. “ERISA Affiliate” means, with respect to the Company, the Guarantor Company or a subsidiary, any member of any group of organizations described in Section 414 414(b) or (c) 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 or the Guarantor is a member. Except as would not reasonably be expected to result in a Material Adverse Change, no No “reportable event” (as defined under ERISA) (for which reporting is not waived by regulation) has occurred or is reasonably expected to occur with respect to any “employee benefit pension plan” (within the meaning of Section 3(2) of ERISA) subject to Title IV of ERISA that is established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates. None No “single employer plan” (as defined in Section 4001 of ERISA) established or maintained by the Company, its subsidiariessubsidiaries or any of their ERISA Affiliates, if such “employee benefit plan” were terminated, would have any “amount of unfunded benefit liabilities” (as defined under ERISA). Neither the Guarantor or Company, its subsidiaries nor any of their ERISA Affiliates has incurred or reasonably expects to incur any material liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “employee benefit plan” or (ii) Section Sections 412, 4971, 4975 or 4980B of the Code. Each “employee benefit plan” established or maintained by the Company, Company or its subsidiaries, the Guarantor or any of their ERISA Affiliates subsidiaries that is intended to be qualified under Section 401 of the Code is so qualified and nothing has occurred, whether by action or failure to act, which would reasonably be expected to cause the loss of such qualification.

ERISA Compliance. The Company, Company and its subsidiaries and the Guarantor and any “employee benefit plan” (as defined under in Section 3(3) of the Employee Retirement Income Security Act of 1974 (1974, as amended, “ERISA,” which term, as used herein, includes and the regulations and published interpretations thereunderthereunder (collectively, “ERISA”)) established or maintained by the Company, its subsidiaries, the Guarantor subsidiaries or their ERISA Affiliates (as defined below) are in compliance in all material respects with ERISA and, to the knowledge of the Company, each “multiemployer plan” (as defined in Section 4001 of ERISA) to which the Company, its subsidiaries, the Guarantor or an ERISA Affiliate contributes (a “Multiemployer Plan”) is in compliance in all material respects with ERISA. “ERISA Affiliate” means, with respect to the Company, the Guarantor Company or a subsidiary, any member of any group of organizations described in Section 414 Sections 414(b), (c), (m) or (o) of the Internal Revenue Code of 1986 (as amendedCode, the “Code,” which term, as used herein, includes the regulations and published interpretations thereunder) of which the Company or such subsidiary or the Guarantor is a member. Except as would not reasonably be expected to result in a Material Adverse Change, no 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 the Company, its subsidiaries or any of their ERISA Affiliates. None of No “employee benefit plan” established or maintained by the Company, its subsidiariessubsidiaries or any of their ERISA Affiliates, if such “employee benefit plan” were terminated, would have any “amount of unfunded benefit liabilities” (as defined under ERISA). Neither the Guarantor or Company, its subsidiaries nor any of their ERISA Affiliates has incurred or reasonably expects to incur any material liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “employee benefit plan,” or (ii) Section Sections 412, 49714971 or 4975 of the Internal Revenue Code, 4975 or (iii) Section 4980B of the CodeInternal Revenue Code with respect to the excise tax imposed thereunder. Each “employee benefit plan” established or maintained by the Company, its subsidiaries, the Guarantor subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 401 401(a) of the Internal Revenue Code is so qualified has received a favorable determination letter from the Internal Revenue Service and nothing has occurred, whether by action or failure to act, which would is reasonably be expected likely to cause disqualification of any such “employee benefit plan” under Section 401(a) of the loss of such qualificationInternal Revenue Code.

ERISA Compliance. The Company, Company and its subsidiaries and the Guarantor and any “employee benefit plan” (as defined under the Employee Retirement Income Security Act of 1974 (1974, as amended, “ERISA,” which term, as used herein, includes and the regulations and published interpretations thereunderthereunder (collectively, “ERISA”)) established or maintained by the Company, its subsidiaries, the Guarantor subsidiaries or their “ERISA Affiliates Affiliates” (as defined below) are in compliance in all material respects with ERISA and, to the knowledge of the Company, each “multiemployer plan” (as defined in Section 4001 of ERISA) to which the Company, its subsidiaries, the Guarantor or an ERISA Affiliate contributes (a “Multiemployer Plan”) is in compliance in all material respects with ERISA. “ERISA Affiliate” means, with respect to the Company, the Guarantor Company or a subsidiaryany of its subsidiaries, any member of any group of organizations described in Section 414 Sections 414(b), (c), (m) or (o) of the Internal Revenue Code of 1986 (1986, as amended, the “Code,” which term, as used herein, includes and the regulations and published interpretations thereunderthereunder (the “Code”) of which the Company or such subsidiary or the Guarantor is a member. Except as would not reasonably be expected to result in a Material Adverse Change, no 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 the Company, its subsidiaries or any of their ERISA AffiliatesAffiliates for which the Company would have any liability that would reasonably be expected to have a Material Adverse Effect. None of No “employee benefit plan” established or maintained by the Company, its subsidiariessubsidiaries or any of their ERISA Affiliates, if such “employee benefit plan” were terminated, would have any material “amount of unfunded benefit liabilities” (as defined under ERISA). Neither the Guarantor or Company, its subsidiaries nor any of their ERISA Affiliates has incurred or reasonably expects to incur any material liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “employee benefit plan” or (ii) Section Sections 412, 4971, 4975 or 4980B of the Code, in each case except as would not be reasonably expected to have a Material Adverse Effect. Each “employee benefit plan” plan established or maintained by the Company, its subsidiaries, the Guarantor subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 401 401(a) of the Code for which the Company could have any liability that would reasonably be expected to have a Material Adverse Effect is so qualified in all material respects and nothing has occurred, whether by action or failure to act, which would reasonably be expected to cause the loss of such qualification.

ERISA Compliance. The Company, Company and its subsidiaries and the Guarantor and any “employee benefit plan” (as defined under in Section 3(3) of the Employee Retirement Income Security Act of 1974 (1974, as amended, “ERISA,” which term, as used herein, includes and the regulations and published interpretations thereunderthereunder (collectively, “ERISA”)) established established, sponsored, maintained or maintained contributed to by the Company, its subsidiaries, the Guarantor subsidiaries or their ERISA Affiliates (as defined below) are in compliance in all material respects with ERISA and, to the knowledge of the Company, each “multiemployer plan” (as defined in Section 4001 of ERISA) to which the Company, its subsidiaries, the Guarantor or an ERISA Affiliate contributes (a “Multiemployer Plan”) is in compliance in all material respects with ERISA, except for such failures to comply that would not have a Material Adverse Effect. “ERISA Affiliate” means, with respect to the Company, the Guarantor Company or a subsidiarysubsidiary of the Company, any member of any group of organizations described in Section 414 Sections 414(b), (c), (m) or (o) of the Internal Revenue Code of 1986 1986, as amended (as amended, the “Internal Revenue Code,” which term”), as used herein, includes the regulations and published interpretations thereunder) of which the Company or such subsidiary or of the Guarantor Company is a member. Except as would not reasonably be expected to result in a Material Adverse Change, no No “reportable event” (as defined under ERISA, excluding, however, such events as to which the Pension Benefit Guaranty Corporation by regulation has waived the requirements of Section 4043(a) of ERISA that it be notified within 30 days of the occurrence of such event) has occurred or is reasonably expected to occur with respect to any “employee benefit plan” established established, sponsored, maintained, or maintained contributed to by the Company, its subsidiaries or any of their ERISA Affiliates. None of No “employee benefit plan” established, sponsored, maintained or contributed to by the Company, its subsidiariessubsidiaries or any of their ERISA Affiliates, if such “employee benefit plan” were terminated, would have any “amount of unfunded benefit liabilities” (as defined under ERISA) that represents a material liability to the Guarantor Company, its subsidiaries or their respective ERISA Affiliates. Neither the Company, its subsidiaries nor any of their ERISA Affiliates has incurred or reasonably expects to incur any material liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “employee benefit plan,” or (ii) Section Sections 412, 49714971 or 4975 of the Internal Revenue Code, 4975 or (iii) Section 4980B of the CodeInternal Revenue Code with respect to the excise tax imposed thereunder, except for any such liability that would not have a Material Adverse Effect. Each “employee benefit plan” established established, sponsored, maintained or maintained contributed to by the Company, its subsidiaries, the Guarantor subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 401 401(a) of the Internal Revenue Code is so qualified has received a favorable determination letter from the Internal Revenue Service and nothing has occurred, whether by action or failure to act, which would is reasonably be expected likely to cause disqualification of any such employee benefit plan under Section 401(a) of the loss of such qualificationInternal Revenue Code.

ERISA Compliance. The Company, its subsidiaries and the Guarantor Subsidiaries and any “"employee benefit plan” " (as defined under the Employee Retirement Income Security Act of 1974 (1974, as amended, “ERISA,” which term, as used herein, includes and the regulations and published interpretations thereunderthereunder (collectively, "ERISA")) established or maintained by the Company, its subsidiaries, either of the Guarantor Subsidiaries or their "ERISA Affiliates Affiliates" (as defined below) are in compliance in all material respects with ERISA and, to the knowledge of the Company, each “multiemployer plan” (as defined in Section 4001 of ERISA) to which the Company, its subsidiaries, the Guarantor or an ERISA Affiliate contributes (a “Multiemployer Plan”) is in compliance in all material respects with ERISA. “"ERISA Affiliate” means, with respect to the Company, the Guarantor or a subsidiary, " means any member of any group of organizations described in Section 414 414(b),(c),(m) or (o) of the Internal Revenue Code of 1986 (as amended, the “Code,” which term1986, as used hereinamended (the "Code"), includes the regulations and published interpretations thereunder) of which the Company or such subsidiary or the Guarantor Subsidiary is a member. Except as would not reasonably be expected to result in a Material Adverse Change, no “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 the Company, its subsidiaries the Subsidiaries or any of their ERISA AffiliatesAffiliate. None of No "employee benefit plan" established or maintained by the Company, its subsidiaries, either of the Guarantor Subsidiaries or any ERISA Affiliate, if such "employee benefit plan" were terminated, would have any "amount of their unfounded benefit liabilities" (as defined under ERISA). Neither the Company, either of the Subsidiaries nor any ERISA Affiliates Affiliate has incurred or reasonably expects to incur any material liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “"employee benefit plan” " or (ii) Section 412, 4971, 4975 or 4980B of the Code. Each “"employee benefit plan” " established or maintained by the Company, its subsidiaries, either of the Guarantor Subsidiaries or any of their ERISA Affiliates Affiliate that is intended to be qualified under Section 401 401(a) of the Code is so qualified qualified, and nothing has occurred, whether by action or failure to act, which that would reasonably be expected to cause the loss of such qualification.

ERISA Compliance. The Company, InSight and its subsidiaries and the Guarantor Subsidiaries and any “"employee benefit plan” " (as defined under the Employee Retirement Income Security Act of 1974 (1974, as amended, “ERISA,” which term, as used herein, includes and the regulations and published interpretations thereunderthereunder (collectively, "ERISA")) established or maintained by the CompanyInSight, its subsidiaries, the Guarantor Subsidiaries or their "ERISA Affiliates Affiliates" (as defined below) are in compliance in all material respects with ERISA andor, to the knowledge of the Companyif not in compliance, each “multiemployer plan” (as defined in Section 4001 of ERISA) to which the Company, its subsidiaries, the Guarantor or an ERISA Affiliate contributes (a “Multiemployer Plan”) is in compliance in all material respects with ERISA. “ERISA Affiliate” means, with respect to the Company, the Guarantor or a subsidiary, 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 the Company or such subsidiary or the Guarantor is a member. Except as would not reasonably be expected to result in a Material Adverse Change. "ERISA Affiliate" means, no “with respect to InSight or any of its Subsidiaries, any member of any group of organizations described in 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") of which InSight or such Subsidiary is a member. No "reportable event” " (as defined under ERISA) has occurred or is reasonably expected to occur with respect to any “"employee benefit plan” " established or maintained by the CompanyInSight, its subsidiaries Subsidiaries or any of their ERISA Affiliates. None of the CompanyNo "employee benefit plan" established or maintained by InSight, its subsidiariesSubsidiaries or any of their ERISA Affiliates, the Guarantor or if such "employee benefit plan" were terminated, would have any "amount of unfunded benefit liabilities" (as defined under ERISA). Neither InSight, its Subsidiaries nor any of their ERISA Affiliates has incurred or reasonably expects to incur any material liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “"employee benefit plan” " or (ii) Section Sections 412, 4971, 4975 or 4980B of the Code. Each “"employee benefit plan” " established or maintained by the CompanyInSight, its subsidiaries, the Guarantor Subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 401 401(a) of the Code is so qualified and nothing has occurred, whether by action or failure to act, which would reasonably be expected to cause the loss of such qualification.

ERISA Compliance. The Company, Company and its subsidiaries and the Guarantor and any “employee benefit plan” (as defined under in Section 3(3) of the Employee Retirement Income Security Act of 1974 (1974, as amended, “ERISA,” which term, as used herein, includes and the regulations and published interpretations thereunderthereunder (collectively, “ERISA”)) established or maintained by the Company, its subsidiaries, the Guarantor subsidiaries or their ERISA Affiliates (as defined below) are in compliance in all material respects with ERISA and, to the knowledge of the Company, each “multiemployer plan” (as defined in Section 4001 of ERISA) to which the Company, its subsidiaries, the Guarantor or an ERISA Affiliate contributes (a “Multiemployer Plan”) is in compliance in all material respects with ERISA. “ERISA Affiliate” means, with respect to the Company, the Guarantor Company or a subsidiary, any member of any group of organizations described in Section 414 Sections 414(b), (c), (m) or (o) of the Internal Revenue Code of 1986 (as amendedCode, the “Code,” which term, as used herein, includes the regulations and published interpretations thereunder) of which the Company or such subsidiary or the Guarantor is a member. Except as would not reasonably be expected to result in a Material Adverse Change, no 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 the Company, its subsidiaries or any of their ERISA Affiliates. None of No “employee benefit plan” established or maintained by the Company, its subsidiariessubsidiaries or any of their ERISA Affiliates, if such “employee benefit plan” were terminated, would have any “amount of unfunded benefit liabilities” (as defined under ERISA). Neither the Guarantor or Company, its subsidiaries nor any of their ERISA Affiliates has incurred or reasonably expects to incur any material liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “employee benefit plan,” or (ii) Section Sections 412, 49714971 or 4975 of the Internal Revenue Code, 4975 or (iii) Section 4980B of the CodeInternal Revenue Code with respect to the excise tax imposed thereunder. Each “employee benefit plan” established or maintained by the Company, its subsidiaries, the Guarantor subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 401 401(a) of the Internal Revenue Code is so qualified has received a favorable determination letter from the Internal Revenue Service and nothing has occurred, whether by action or failure to act, which would is reasonably be expected likely to cause disqualification of any such employee benefit plan under Section 401(a) of the loss of such qualification.Internal Revenue Code. (xxxi)

ERISA Compliance. (i) The Company, Company and its subsidiaries and the Guarantor Significant Subsidiaries and any “employee benefit plan” (as defined under in Section 3(3) of the Employee Retirement Income Security Act of 1974 (1974, as amended, “ERISA,” which term, as used herein, includes and the regulations and published interpretations thereunderthereunder (collectively, “ERISA”)) established or maintained by the Company, its subsidiaries, the Guarantor Significant Subsidiaries or their ERISA Affiliates (as defined below) are in compliance in all material respects with ERISA and, to and the knowledge of the Company, each “multiemployer plan” Code; (as defined in Section 4001 of ERISAii) to which the Company, its subsidiaries, the Guarantor or an ERISA Affiliate contributes (a “Multiemployer Plan”) is in compliance in all material respects with ERISA. “ERISA Affiliate” means, with respect to the Company, the Guarantor or a subsidiary, 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 the Company or such subsidiary or the Guarantor is a member. Except as would not reasonably be expected to result in a Material Adverse Change, no “reportable event” (as defined under ERISA) ), other than an event for which the reporting requirement has been waived under regulations issued by the Pension Benefit Guaranty Corporation, has occurred or is reasonably expected to occur with respect to any “employee benefit plan” pension plan subject to Title IV of ERISA that is established or maintained by the Company, its subsidiaries Significant Subsidiaries or any of their ERISA Affiliates. None Affiliates (“Pension Plan”); (iii) no Pension Plan’s benefit liabilities under Section 4001(a)(16) of ERISA exceed the current value of that Pension Plan’s assets, all as determined as of the most recent valuation date for the Pension Plan in accordance with the assumptions used for funding the Pension Plan pursuant to Section 412 of ERISA; (iv) none of the Company, its subsidiaries, the Guarantor Significant Subsidiaries or any of their ERISA Affiliates has incurred or reasonably expects to incur any material liability under (iA) Title IV of ERISA with respect to termination of, or withdrawal from, any “employee benefit plan,” (B) Sections 4971 or 4975 of the Code, (C) Section 412 of the Code as a result of a failure to satisfy the minimum funding standard, or (iiD) Section 412, 4971, 4975 or 4980B of the Code. Each Code with respect to the excise tax imposed thereunder; and (v) each “employee benefit plan” established or maintained by the Company, its subsidiaries, the Guarantor Significant Subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 401 401(a) of the Code is so qualified has received a favorable determination letter from the Internal Revenue Service and nothing has occurred, whether by action or failure to act, which would is reasonably be expected likely to cause disqualification of any such employee benefit plan under Section 401(a) of the loss Code, except in the case of each of clauses (i) through (v), which would not have a Material Adverse Effect. “ERISA Affiliate” means, with respect to the Company or a Significant Subsidiary, any member of any group of organizations described in Section 414(b), (c), (m) or (o) of the Code, of which the Company or such qualificationSignificant Subsidiary is a member.

ERISA Compliance. The CompanyBorrower is in full compliance with the requirements of ERISA; no fact, including any Reportable Event, exists in connection with any Plan which might constitute grounds for the termination of any such Plan by the PBGC or for the appointment by the appropriate United States district court of a trustee to administer any such Plan; none of Borrower, its subsidiaries Subsidiaries and the Guarantor and any “employee benefit plan” (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 or maintained by the Company, its subsidiaries, the Guarantor or their ERISA Affiliates (as defined below) are in compliance in all material respects with ERISA and, to the knowledge of the Company, each “multiemployer plan” maintains any Plan which has an "accumulated funding deficiency" (as defined in Section 4001 412 of the Internal Revenue Code) whether or not waived; none of Borrower, its Subsidiaries and the ERISA Affiliates has incurred or is expected to incur, directly or indirectly, any actual or contingent liabilities arising from plan termination or withdrawal, under Title IV of ERISA) to which the Company; none of Borrower, its subsidiariesSubsidiaries and the ERISA Affiliates has any Plan with an actuarial present value of accrued plan benefits which exceeds the net assets available for such benefits determined as of said Plan's most recent actuarial valuation within the last 12 months; except as disclosed in writing to the Agent prior to the date hereof, none of Borrower, its Subsidiaries and the Guarantor or an ERISA Affiliate contributes (Affiliates has any employees who participate in a “Multiemployer Plan”) , and no such Multiemployer Plan is in compliance in all material respects with ERISA. “reorganization under Section 4241 of ERISA Affiliate” means, with respect to the Company, the Guarantor or a subsidiary, any member of any group of organizations is "insolvent" (as described in Section 414 4245 of ERISA); and none of Borrower, its Subsidiaries and the ERISA Affiliates nor any fiduciary designated by any of them has engaged in a "prohibited transaction" within the meaning of Section 4975 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 or the Guarantor is a member. Except as would not reasonably be expected to result in a Material Adverse Change, 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 the Company, its subsidiaries or any of their ERISA Affiliates. None of the Company, its subsidiaries, the Guarantor or any of their ERISA Affiliates has incurred or reasonably expects to incur any material liability under (i) Title IV Section 406 of ERISA with respect to termination of, or withdrawal from, any “"employee benefit plan” or (ii," as defined in Section 3(3) Section 412, 4971, 4975 or 4980B of the Code. Each “employee benefit plan” established or maintained by the Company, its subsidiaries, the Guarantor or any of their ERISA Affiliates that is intended to be qualified under Section 401 of the Code is so qualified and nothing has occurred, whether by action or failure to act, which would reasonably be expected to cause the loss of such qualificationERISA.

ERISA Compliance. The Company, Company and its subsidiaries and the Guarantor and any “employee benefit plan” (as defined under in Section 3(3) of the Employee Retirement Income Security Act of 1974 (1974, as amended, “ERISA,” which term, as used herein, includes and the regulations and published interpretations thereunderthereunder (collectively, “ERISA”)) established established, sponsored, maintained or maintained contributed to by the Company, its subsidiaries, the Guarantor subsidiaries or their ERISA Affiliates (as defined below) are in compliance in all material respects with ERISA and, to the knowledge of the Company, each “multiemployer plan” (as defined in Section 4001 of ERISA) to which the Company, its subsidiaries, the Guarantor or an ERISA Affiliate contributes (a “Multiemployer Plan”) is in compliance in all material respects with ERISA, except for such failures to comply that would not have a Material Adverse Effect. “ERISA Affiliate” means, with respect to the Company, the Guarantor Company or a subsidiarysubsidiary of the Company, any member of any group of organizations described in Section 414 Sections 414(b), (c), (m) or (o) of the Internal Revenue Code of 1986 1986, as amended (as amended, the “Internal Revenue Code,” which term”), as used herein, includes the regulations and published interpretations thereunder) of which the Company or such subsidiary or of the Guarantor Company is a member. Except as would not reasonably be expected to result in a Material Adverse Change, no No “reportable event” (as defined under ERISA, excluding, however, such events as to which the Pension Benefit Guaranty Corporation by regulation has waived the requirements of Section 4043(a) of ERISA that it be notified within 30 days of the occurrence of such event) has occurred or is reasonably expected to occur with respect to any “employee benefit plan” established subject to Title IV of ERISA established, sponsored, maintained, or maintained contributed to by the Company, its subsidiaries or any of their ERISA Affiliates. None of No “employee benefit plan” established, sponsored, maintained or contributed to by the Company, its subsidiariessubsidiaries or any of their ERISA Affiliates, if such “employee benefit plan” were terminated, would have any “amount of unfunded benefit liabilities” (as defined under ERISA) that represents a material liability to the Guarantor Company, its subsidiaries or their respective ERISA Affiliates. Neither the Company, its subsidiaries nor any of their ERISA Affiliates has incurred or reasonably expects to incur any material liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “employee benefit plan,” or (ii) Section Sections 412, 49714971 or 4975 of the Internal Revenue Code, 4975 or (iii) Section 4980B of the CodeInternal Revenue Code with respect to the excise tax imposed thereunder, except for any such liability that would not have a Material Adverse Effect. Each “employee benefit plan” established established, sponsored, maintained or maintained contributed to by the Company, its subsidiaries, the Guarantor subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 401 401(a) of the Internal Revenue Code is so qualified has received a favorable determination letter from the Internal Revenue Service and nothing has occurred, whether by action or failure to act, which would is reasonably be expected likely to cause disqualification of any such employee benefit plan under Section 401(a) of the loss of such qualificationInternal Revenue Code.

ERISA Compliance. The Except as would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Change (i) the Company, its subsidiaries and the Guarantor and any “employee benefit plan” (as defined under in Section 3(3) of the Employee Retirement Income Security Act of 1974 (as amended, “ERISA,” which term, as used herein, includes the regulations and published interpretations thereunder) established or maintained by the Company, its subsidiaries, the Guarantor subsidiaries or their ERISA Affiliates (as defined below) are in compliance in all material respects with ERISA and, to the knowledge of the CompanyCompany and the Guarantors, each “multiemployer plan” (as defined in Section 4001 of ERISA) to which the Company, its subsidiaries, the Guarantor subsidiaries or an ERISA Affiliate contributes (a “Multiemployer Plan”) is in compliance in all material respects with ERISA, (ii) no “reportable event” (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 with respect to any “employee benefit plan” established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates, (iii) no “single-employer plan” (as defined in Section 4001 of ERISA) established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates, is currently contemplated to be terminated, (iv) neither the Company, its subsidiaries nor any of their ERISA Affiliates has incurred or reasonably expects to incur any liability under (A) Title IV of ERISA with respect to termination of, or withdrawal from, any “employee benefit plan” or (B) Sections 412, 4971, 4975 or 4980B of the Code (as defined below) and (v) each “employee benefit plan” established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 401 of the Code has timely applied for or received a determination letter from the Internal Revenue Service and, to the knowledge of the Company and the Guarantors, nothing has occurred, whether by action or failure to act, which is likely to cause the loss of such qualification. “ERISA Affiliate” means, with respect to the Company, the Guarantor Company or a subsidiary, 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 the Company or such subsidiary or the Guarantor is a member. Except as would not reasonably be expected to result in a Material Adverse Change, 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 the Company, its subsidiaries or any of their ERISA Affiliates. None of the Company, its subsidiaries, the Guarantor or any of their ERISA Affiliates has incurred or reasonably expects to incur any material liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “employee benefit plan” or (ii) Section 412, 4971, 4975 or 4980B of the Code. Each “employee benefit plan” established or maintained by the Company, its subsidiaries, the Guarantor or any of their ERISA Affiliates that is intended to be qualified under Section 401 of the Code is so qualified and nothing has occurred, whether by action or failure to act, which would reasonably be expected to cause the loss of such qualification.

ERISA Compliance. The CompanyExcept as would not, individually or in the aggregate, result in a Material Adverse Change, the Parent Guarantor and its subsidiaries and the Guarantor and any “employee benefit plan” (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 or maintained by the CompanyParent Guarantor, its subsidiaries, the Guarantor subsidiaries or their ERISA Affiliates (as defined below) are in compliance in all material respects with ERISA and, to the knowledge of the Company, each “multiemployer plan” (as defined in Section 4001 of ERISA) to which the Company, its subsidiaries, the Guarantor or an ERISA Affiliate contributes (a “Multiemployer Plan”) is in compliance in all material respects with ERISA. “ERISA Affiliate” means, with respect to the Company, the Parent Guarantor or a subsidiary, 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 the Company Parent Guarantor or such subsidiary or the Guarantor is a member. Except as would not reasonably be expected to not, individually or in the aggregate, result in a Material Adverse Change, 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 the CompanyParent Guarantor, its subsidiaries or any of their ERISA Affiliates. None of Neither the CompanyParent Guarantor, its subsidiaries, the Guarantor or subsidiaries nor any of their ERISA Affiliates has incurred or reasonably expects to incur any material liability under (i) Title IV of ERISA with respect to termination of, or withdrawal fromfrom (including any liability under Section 4062(e) of ERISA), any “employee benefit plan” or (ii) Section Sections 412, 4971, 4975 or 4980B of the Code. Each Except as would not, individually or in the aggregate, result in a Material Adverse Change, each “employee benefit plan” established or maintained by the CompanyParent Guarantor, its subsidiaries, the Guarantor subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 401 of the Code is so qualified and nothing has occurred, whether by action or failure to act, which would reasonably be expected to cause the loss of such qualification.

ERISA Compliance. The CompanyExcept as otherwise disclosed in the Prospectus, the Company and its subsidiaries and the Guarantor and any “employee benefit plan” (as defined under the Employee Retirement Income Security Act of 1974 (1974, as amended, “ERISA,” which term, as used herein, includes and the regulations and published interpretations thereunderthereunder (collectively, “ERISA”)) established or maintained by the Company, its subsidiaries, the Guarantor subsidiaries or their “ERISA Affiliates Affiliates” (as defined below) are in compliance in all material respects with ERISA and, to the knowledge of the Company, each “multiemployer plan” (as defined in Section 4001 of ERISA) to which the Company, its subsidiaries, the Guarantor or an ERISA Affiliate contributes (a “Multiemployer Plan”) is in compliance in all material respects with ERISA. “ERISA Affiliate” means, with respect to the Company, the Guarantor Company or a subsidiaryany of its subsidiaries, any member of any group of organizations described in Section 414 Sections 414(b), (c), (m) or (o) of the Internal Revenue Code of 1986 (1986, as amended, the “Code,” which term, as used herein, includes and the regulations and published interpretations thereunderthereunder (the “Code”) of which the Company or such subsidiary or the Guarantor is a member. Except as where the failure to so comply would not reasonably reasonable be expected expected, individually or in the aggregate, to result in a Material Adverse Change, (i) 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 the Company, its subsidiaries or any of their ERISA Affiliates. None of , (ii) no “employee benefit plan” established or maintained by the Company, its subsidiariessubsidiaries or any of their ERISA Affiliates, if such “employee benefit plan” were terminated, would have any “amount of unfunded benefit liabilities” (as defined under ERISA), (iii) neither the Guarantor or Company, its subsidiaries nor any of their ERISA Affiliates has incurred or reasonably expects to incur any material liability under (iA) Title IV of ERISA with respect to termination of, or withdrawal from, any “employee benefit plan” or (iiB) Section Sections 412, 4971, 4975 or 4980B of the Code. Each Code and (iv) each “employee benefit plan” established or maintained by the Company, its subsidiaries, the Guarantor subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 401 401(a) of the Code is so qualified and nothing has occurred, whether by action or failure to act, which would reasonably be expected to cause the loss of such qualification.

ERISA Compliance. The Company, Company and its subsidiaries and the Guarantor and any “employee benefit plan” (as defined under the Employee Retirement Income Security Act of 1974 (1974, as amended, and the regulations thereunder (collectively, “ERISA,” which term, as used herein, includes the regulations and published interpretations thereunder”)) established or maintained by the Company, its subsidiariessubsidiaries or, to the Guarantor or Company’s knowledge, their “ERISA Affiliates Affiliates” (as defined below) are in compliance in all material respects with ERISA and, to the knowledge of the Company, each “multiemployer plan” (as defined in Section 4001 of ERISA) to which the Company, its subsidiaries, the Guarantor or an ERISA Affiliate contributes (a “Multiemployer Plan”) is in compliance in all material respects with ERISA. “ERISA Affiliate” means, with respect to the Company, the Guarantor Company or a subsidiaryany of its subsidiaries, any member of any group of organizations described in Section 414 Sections 414(b), (c), (m) or (o) of the Internal Revenue Code of 1986 (1986, as amended, the “Code,” which term, as used herein, includes and the regulations and published interpretations thereunderthereunder (the “Code”) of which the Company or such subsidiary or the Guarantor is a member. Except as would not reasonably be expected to result in a Material Adverse Change, no 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 the Company, its subsidiaries or any of their ERISA AffiliatesAffiliates that would reasonably be expected to result in material liability to the Company or its subsidiaries. None of No “employee benefit plan” established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates, if such “employee benefit plan” were terminated, would have any “amount of unfunded benefit liabilities” (as defined under ERISA) that would reasonably be expected to result in material liability to the Company and its subsidiaries. Neither the Company, the Guarantor or its subsidiaries nor any of their ERISA Affiliates has incurred or reasonably expects to incur any material liability under (i) any liability under Title IV of ERISA with respect to termination of, or withdrawal from, any “employee benefit plan” or (ii) Section any material liability under Sections 412, 4971, 4975 or 4980B of the Code. Each “employee benefit plan” plan established or maintained by the Company, its subsidiaries, the Guarantor subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 401 401(a) of the Code is so qualified and nothing has occurred, whether by action or failure to act, which would reasonably be expected to cause the loss of such qualification.

ERISA Compliance. The Company, Company and its subsidiaries and the Guarantor and any “employee benefit plan” (as defined under the Employee Retirement Income Security Act of 1974 (1974, as amended, “ERISA,” which term, as used herein, includes and the regulations and published interpretations thereunderthereunder (collectively, “ERISA”)) established or maintained by the Company, its subsidiaries, the Guarantor subsidiaries or their “ERISA Affiliates Affiliates” (as defined below) are in compliance in all material respects with ERISA and, to the knowledge of the Company, each “multiemployer plan” (as defined in Section 4001 of ERISA) to which the Company, its subsidiaries, the Guarantor or an ERISA Affiliate contributes (a “Multiemployer Plan”) is in compliance in all material respects with ERISA. “ERISA Affiliate” means, with respect to the Company, the Guarantor Company or a subsidiaryany of its subsidiaries, any member of any group of organizations described in Section 414 Sections 414(b), (c), (m) or (o) of the Internal Revenue Code of 1986 (1986, as amended, the “Code,” which term, as used herein, includes and the regulations and published interpretations thereunderthereunder (the “Code”) of which the Company or such subsidiary or the Guarantor is a member. Except as would not reasonably be expected expected, individually or in the aggregate, to result in have a Material Adverse ChangeEffect, (i) 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 the Company, its subsidiaries or any of their ERISA Affiliates. None of ; (ii) no “employee benefit plan” established or maintained by the Company, its subsidiariessubsidiaries or any of their ERISA Affiliates, if such “employee benefit plan” were terminated, would have any “amount of unfunded benefit liabilities” (as defined under ERISA); and (iii) neither the Guarantor or Company, its subsidiaries nor any of their ERISA Affiliates has incurred or reasonably expects to incur any material liability under (ix) Title IV of ERISA with respect to termination of, or withdrawal from, any “employee benefit plan” or (iiy) Section Sections 412, 4971, 4975 or 4980B of the Code. Each “employee benefit plan” established or maintained by the Company, its subsidiaries, the Guarantor subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 401 401(a) of the Code is has received a favorable determination or opinion letter from the Internal Revenue Service or has time remaining to do so qualified and and, to the knowledge of the Company, nothing has occurred, whether by action or failure to act, which would reasonably be expected to cause the loss of such qualification.

ERISA Compliance. The Company, Company and its subsidiaries and the Guarantor Subsidiaries and any “employee benefit plan” (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 or maintained by the Company, its subsidiaries, the Guarantor Subsidiaries or their ERISA Affiliates (as defined below) are in compliance in all material respects with ERISA and, to the knowledge of the Company, each “multiemployer plan” (as defined in Section 4001 of ERISA) to which the Company, its subsidiaries, the Guarantor Subsidiaries or an ERISA Affiliate contributes (a “Multiemployer Plan”) is in compliance in all material respects with ERISA. “ERISA Affiliate” means, with respect to the Company, the Guarantor Company or a subsidiarySubsidiary, 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 the Company or such subsidiary or the Guarantor Subsidiary is a member. Except as would not reasonably be expected to result in a Material Adverse Change, no 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 the Company, its subsidiaries Subsidiaries or any of their ERISA Affiliates. None No “single employer plan” (as defined in Section 4001 of ERISA) established or maintained by the Company, its subsidiariesSubsidiaries or any of their ERISA Affiliates, if such “employee benefit plan” were terminated, would have any “amount of unfunded benefit liabilities” (as defined under ERISA) that is material to the Guarantor or Company and its Subsidiaries, considered as one entity. Neither the Company, its Subsidiaries nor any of their ERISA Affiliates has incurred or reasonably expects to incur any material liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “employee benefit plan” or (ii) Section Sections 412, 4971, 4975 or 4980B of the Code. Each “employee benefit plan” established or maintained by the Company, its subsidiaries, the Guarantor Subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 401 of the Code is so qualified and nothing has occurred, whether by action or failure to act, which would reasonably be expected to cause the loss of such qualification.

ERISA Compliance. The Company, Company and its subsidiaries and the Guarantor and any “employee benefit plan” (as defined under in Section 3(3) of the Employee Retirement Income Security Act of 1974 (1974, as amended, “ERISA,” which term, as used herein, includes and the regulations and published interpretations thereunderthereunder (collectively, “ERISA”)) established or maintained by the Company, its subsidiaries, the Guarantor subsidiaries or their ERISA Affiliates (as defined below) are in compliance in all material respects with ERISA and, and all other applicable laws related to the knowledge of the Company, each “multiemployer plan” (as defined in Section 4001 of ERISA) to which the Company, its subsidiaries, the Guarantor or an ERISA Affiliate contributes (a “Multiemployer Plan”) is in compliance in all material respects with ERISAsuch employee benefit plans. “ERISA Affiliate” means, with respect to the Company, the Guarantor Company or a subsidiary, any member of any group of organizations described in other entity that, together with the Company or such subsidiary, would be treated as a single employer under Section 414 of the Internal Revenue Code of 1986 (1986, as amended, the “Code,” which term, as used herein, includes and the regulations and published interpretations thereunder) of which thereunder (collectively, the Company or such subsidiary or the Guarantor is a member“Internal Revenue Code”). Except as would not reasonably be expected to result in a Material Adverse Change, no 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 the Company, its subsidiaries or any of their ERISA Affiliates, and no such plan is in “at-risk status” (as defined under ERISA), except as disclosed in the Disclosure Package. None of No “employee benefit plan” established or maintained by the Company, its subsidiariessubsidiaries or any of their ERISA Affiliates, if such “employee benefit plan” were terminated, would have any “amount of unfunded benefit liabilities” (as defined under ERISA), except as disclosed in the Guarantor or Disclosure Package. Neither the Company, its subsidiaries nor any of their ERISA Affiliates has incurred or reasonably expects to incur any material liability under (i) Title i)Title IV of ERISA with respect to termination of, or withdrawal from, any “employee benefit plan,” (ii)Sections 412, 4971 or 4975 of the Internal Revenue Code, or (ii) Section 412, 4971, 4975 iii)Sections 4980B or 4980B 4980D of the CodeInternal Revenue Code with respect to the excise tax imposed thereunder. Each “employee benefit plan” established or maintained by the Company, its subsidiaries, the Guarantor subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 401 401(a) of the Internal Revenue Code is so qualified has received a favorable determination letter from the Internal Revenue Service and nothing has occurred, whether by action or failure to act, which would is reasonably be expected likely to cause disqualification of any such employee benefit plan under Section 401(a) of the loss of such qualificationInternal Revenue Code.

ERISA Compliance. The Company, its subsidiaries and the Guarantor and any “employee benefit plan” (as defined under Section 3(3) of the Employee Retirement Income Security Act of 1974 (1974, as amended, “ERISA,” which term, as used herein, includes and the regulations and published interpretations thereunderthereunder (collectively, “ERISA”)) established or maintained by the Company, its subsidiaries, the Guarantor subsidiaries or their “ERISA Affiliates Affiliates” (as defined below) are in compliance in all material respects with ERISA andERISA, except where the failure to the knowledge of the Company, each “multiemployer plan” (as defined in Section 4001 of ERISA) to which the Company, its subsidiaries, the Guarantor or an ERISA Affiliate contributes (a “Multiemployer Plan”) is be so in compliance would not result in all material respects with ERISAa Material Adverse Change. “ERISA Affiliate” means, with respect to the Company, the Guarantor Company or a subsidiary, any member of any group of organizations described in Section 414 Sections 414(b), (c), (m) or (o) of the Internal Revenue Code of 1986 (1986, as amended, the “Code,” which term, as used herein, includes and the regulations and published interpretations thereunderthereunder (the “Code”) of which the Company or such subsidiary or the Guarantor is a member. Except as would not reasonably be expected to result in a Material Adverse Change, no 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 the Company, its subsidiaries or any of their ERISA Affiliates, except where such occurrence would not have a Material Adverse Change. No “employee benefit plan” established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates, if such “employee benefit plan” were terminated, would have any “amount of unfunded benefit liabilities” (as defined under ERISA), except where such liabilities would not have a Material Adverse Change. None of the Company, its subsidiaries, the Guarantor or subsidiaries nor any of their ERISA Affiliates has incurred or reasonably expects to incur any material liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “employee benefit plan” or (ii) Section Sections 412, 4971, 4975 or 4980B of the Code, except where such liabilities would not have a Material Adverse Change. Each “employee benefit plan” established or maintained by the Company, Company or its subsidiaries, the Guarantor subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 401 401(a) of the Code is so qualified and satisfies the qualification requirements under Section 401(a) of the Code except where the failure to satisfy such requirements would not result in a Material Adverse Change and, to the knowledge of the Company, nothing has occurred, whether by action or failure to act, which would reasonably be expected to cause the loss of such qualificationqualification under Section 401(a) of the Code.

ERISA Compliance. The Company, Company and its subsidiaries and the Guarantor and any “employee benefit plan” (as defined under the Employee Retirement Income Security Act of 1974 (1974, as amended, “ERISA,” which term, as used herein, includes and the regulations and published interpretations thereunderthereunder (collectively, “ERISA”)) established or maintained by the Company, its subsidiaries, the Guarantor subsidiaries or their “ERISA Affiliates Affiliates” (as defined below) are in compliance in all material respects with ERISA and, except where the failure to the knowledge of the Company, each “multiemployer plan” (as defined in Section 4001 of ERISA) to which the Company, its subsidiaries, the Guarantor or an ERISA Affiliate contributes (a “Multiemployer Plan”) is be in compliance would not result in all material respects with ERISAa Material Adverse Change. “ERISA Affiliate” means, with respect to the Company, the Guarantor Company or a subsidiary, any member of any group of organizations described in Section 414 Sections 414(b), (c), (m) or (o) of the Internal Revenue Code of 1986 (1986, as amended, the “Code,” which term, as used herein, includes and the regulations and published interpretations thereunderthereunder (the “Code”) of which the Company or such subsidiary or the Guarantor is a member. Except as would not reasonably be expected to result in a Material Adverse ChangeWithin the last five years, there has been no “reportable event” (as that term is defined under ERISA) has occurred or is reasonably expected to occur in Section 4043 of ERISA and the regulations thereunder with respect to any of the “employee benefit plans” subject to Title IV of ERISA which would require the giving of notice under Section 4043 of ERISA (disregarding any events for which the notice has been waived under Section 4043 of ERISA and the regulations thereunder). No “employee benefit plan” established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates, if such “employee benefit plan” were terminated, would have any “amount of unfunded benefit liabilities” (as defined under ERISA) except where such unfunded benefit liabilities would not result in a Material Adverse Change. None of Neither the Company, its subsidiaries, the Guarantor or subsidiaries nor any of their ERISA Affiliates has incurred or reasonably expects to incur any material liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “employee benefit plan” or (ii) Section Sections 412, 4971, 4975 or 4980B of the Code, in each case except where such liabilities would not result in a Material Adverse Change. Each “employee benefit plan” established or maintained by the Company, its subsidiaries, the Guarantor subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 401 401(a) of the Code is so qualified and to the Company’s knowledge, nothing has occurred, whether by action or failure to act, which would reasonably be expected to cause the loss of such qualification.

ERISA Compliance. The CompanyExcept as would not, either individually or in the aggregate, be reasonably likely to result in a Material Adverse Effect, (i) the Issuer and its subsidiaries and the Guarantor and any “employee benefit plan” (as defined under Section 3(3) of the Employee Retirement Income Security Act of 1974 (1974, as amended, “ERISA,” which term, as used herein, includes and the regulations and published interpretations thereunderthereunder (collectively, “ERISA”)) (“Plan”) established or maintained by the Company, Issuer and its subsidiaries, the Guarantor subsidiaries or their respective ERISA Affiliates (as defined below) are in compliance in all material respects with ERISA and, to the knowledge of the Company, each “multiemployer plan” (as defined in Section 4001 of ERISA) to which the Company, its subsidiaries, the Guarantor or an ERISA Affiliate contributes (a “Multiemployer Plan”) is in compliance in all material respects with ERISA. “ERISA Affiliate” means, with respect to the Company, the Guarantor or a subsidiary, 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 thereunderii) of which the Company or such subsidiary or the Guarantor is a member. Except as would not reasonably be expected to result in a Material Adverse Change, no “reportable event” (as defined under ERISA) has occurred or is reasonably expected to occur with respect to any “employee benefit plan” Plan subject to Title IV of ERISA established or maintained by the Company, Issuer and its subsidiaries or any of their respective ERISA Affiliates. None Affiliates (“Pension Plan”); (iii) no Pension Plan, if such Pension Plan were terminated, would have any “amount of unfunded benefit liabilities” (as defined under ERISA); (iv) no failure to satisfy the minimum funding standard under Section 412 of the CompanyCode (as defined below), whether or not waived, has occurred or is reasonably expected to occur with respect to any Pension Plan; (v) neither the Issuer, its subsidiaries, the Guarantor or subsidiaries nor any of their respective ERISA Affiliates has incurred or reasonably expects to incur any material liability under (iA) Title IV of ERISA (including any liability under Section 4062(e) of ERISA) with respect to termination of, or withdrawal from, any “employee benefit plan” or (iiB) Section 412430, 4971, 4975 or 4980B of the Code. Each “employee benefit plan” established or maintained by the Company, its subsidiaries, the Guarantor or any of their ERISA Affiliates Code and (vi) each Pension Plan that is intended to be qualified under Section 401 of the Code has received a current favorable IRS determination letter or is so qualified and nothing comprised of a master, prototype or volume submitter plan that has occurredreceived such a favorable letter from the IRS and, to the knowledge of the Issuer, no event, whether by action or failure to act, which would reasonably be expected to cause has occurred since the loss date of such qualification that would materially and adversely affect such qualification, “ERISA Affiliate” means, with respect to the Issuer, any member of any group of organizations described in Section 414 of the Internal Revenue Code of 1986, as amended, and the regulations and published interpretations thereunder (collectively, the “Code”) of which the Issuer and its subsidiaries is a member.

ERISA Compliance. The Company, Company and its subsidiaries and the Guarantor and any “employee benefit plan” (as defined under in Section 3(3) of the Employee Retirement Income Security Act of 1974 (1974, as amended, “ERISA,” which term, as used herein, includes and the regulations and published interpretations thereunderthereunder (collectively, “ERISA”)) established or maintained by the Company, its subsidiaries, the Guarantor subsidiaries or their “ERISA Affiliates Affiliates” (as defined below) are in compliance in all material respects with ERISA and, to the knowledge of the Company, each “multiemployer plan” (as defined in Section 4001 of ERISA) to which the Company, its subsidiaries, the Guarantor or an ERISA Affiliate contributes (a “Multiemployer Plan”) is in compliance in all material respects with ERISA. “ERISA Affiliate” means, with respect to the Company, the Guarantor Company or a subsidiary, any member of any group of organizations described in Section 414 4001(a)(14) of ERISA or Sections 414(b), (c), (m) or (o) of the Internal Revenue Code of 1986 1986, as amended (as amended, the “Internal Revenue Code,” which term”), as used herein, includes the regulations and published interpretations thereunder) of which the Company or such subsidiary or the Guarantor is a member. Except as would not reasonably be expected to result in a Material Adverse Change, no 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 the Company, its subsidiaries or any of their ERISA Affiliates. None of No “employee benefit plan” established or maintained by the Company, its subsidiariessubsidiaries or any of their ERISA Affiliates, if such “employee benefit plan” were terminated, would have any “amount of unfunded benefit liabilities” (as defined under ERISA). Neither the Guarantor or Company, its subsidiaries nor any of their ERISA Affiliates has incurred or reasonably expects to incur any material liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “employee benefit plan,” or (ii) Section Sections 412, 49714971 or 4975 of the Internal Revenue Code, 4975 or (iii) Section 4980B of the CodeInternal Revenue Code with respect to the excise tax imposed thereunder. Each “employee benefit plan” established or maintained by the Company, its subsidiaries, the Guarantor subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 401 401(a) of the Internal Revenue Code is so qualified has received a favorable determination letter from the Internal Revenue Service and nothing has occurred, whether by action or failure to act, which would is reasonably be likely to cause disqualification of any such employee benefit plan under Section 401(a) of the Internal Revenue Code. No “employee benefit plan” established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates (A) is, or is reasonably expected to cause the loss of such qualificationbe, in “at risk status” (as defined under ERISA) and (B) that is a “multiemployer plan” (as defined under ERISA) is in “endangered status” or “critical status” (each, as defined under ERISA).

ERISA Compliance. The CompanyBorrower is in full compliance with the ----------------- requirements of ERISA; no fact, including any Reportable Event, exists in connection with any Plan which might constitute grounds for the termination of any such Plan by the PBGC or for the appointment by the appropriate United States district court of a trustee to administer any such Plan; none of Borrower, its subsidiaries Subsidiaries and the Guarantor and any “employee benefit plan” (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 or maintained by the Company, its subsidiaries, the Guarantor or their ERISA Affiliates (as defined below) are in compliance in all material respects with ERISA and, to the knowledge of the Company, each “multiemployer plan” maintains any Plan which has an "accumulated funding deficiency" (as defined in Section 4001 412 of the Internal Revenue Code) whether or not waived; none of Borrower, its Subsidiaries and the ERISA Affiliates has incurred or is expected to incur, directly or indirectly, any actual or contingent liabilities arising from plan termination or withdrawal, under Title IV of ERISA) to which the Company; none of Borrower, its subsidiariesSubsidiaries and the ERISA Affiliates has any Plan with an actuarial present value of accrued plan benefits which exceeds the net assets available for such benefits determined as of said Plan's most recent actuarial valuation within the last 12 months; except as disclosed in writing to the Agent prior to the date hereof, none of Borrower, its Subsidiaries and the Guarantor or an ERISA Affiliate contributes (Affiliates has any employees who participate in a “Multiemployer Plan”) , and no such Multiemployer Plan is in compliance in all material respects with ERISA. “reorganization under Section 4241 of ERISA Affiliate” means, with respect to the Company, the Guarantor or a subsidiary, any member of any group of organizations is "insolvent" (as described in Section 414 4245 of ERISA); and none of Borrower, its Subsidiaries and the ERISA Affiliates nor any fiduciary designated by any of them has engaged in a "prohibited transaction" within the meaning of Section 4975 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 or the Guarantor is a member. Except as would not reasonably be expected to result in a Material Adverse Change, 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 the Company, its subsidiaries or any of their ERISA Affiliates. None of the Company, its subsidiaries, the Guarantor or any of their ERISA Affiliates has incurred or reasonably expects to incur any material liability under (i) Title IV Section 406 of ERISA with respect to termination of, or withdrawal from, any “"employee benefit plan” or (ii," as defined in Section 3(3) Section 412, 4971, 4975 or 4980B of the Code. Each “employee benefit plan” established or maintained by the Company, its subsidiaries, the Guarantor or any of their ERISA Affiliates that is intended to be qualified under Section 401 of the Code is so qualified and nothing has occurred, whether by action or failure to act, which would reasonably be expected to cause the loss of such qualificationERISA.

ERISA Compliance. The Company(i) Except as would not result in a Material Adverse Change, its subsidiaries each Pension Plan is in compliance in with the applicable provisions of ERISA, the Code and other federal or state Laws; (ii) except as would not result in a Material Adverse Change, each Pension Plan that is intended to qualify under Section 401(a) of the Guarantor Code has received a favorable determination letter from the IRS or an application for such a letter is currently being processed by the IRS with respect thereto and, to the best knowledge the Borrowers, nothing has occurred which would prevent, or cause the loss of, such qualification; (iii) each Loan Party and each ERISA Affiliate have made all required contributions to each Pension Plan subject to Section 412 of the Code, and no application for a funding waiver or an extension of any amortization period pursuant to Section 412 of the Code has been made with respect to any Pension Plan; (iv) no ERISA Event has occurred or is reasonably expected to occur; (v) no Pension Plan or Multiemployer Plan has any unfunded pension liability (i.e. excess of benefit liabilities over the current value of that Pension Plan’s or Multiemployer Plan’s assets, determined in accordance with the assumptions used for funding the Pension Plan or Multiemployer Plan for the applicable plan year); (vi) neither any Loan Party nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability under Title IV of ERISA with respect to any Pension Plan (other than premiums due and not delinquent under Section 4007 of ERISA); (vii) neither any Loan Party 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 4203 of ERISA {N0221554 } - 67 - with respect to a Multiemployer Plan; and (viii) neither any Loan Party nor any ERISA Affiliate has engaged in a transaction that could be subject to Sections 4069 or 4212(c) of ERISA. No Loan Party nor any Subsidiary of a Loan Party has, or could reasonably be expected to have, any liability for any breach of fiduciary duties under Section 404 of ERISA or any non-exempt prohibited transaction under Section 406 or 407 of ERISA or Section 4975 of the Code with respect to any “employee benefit plan” (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 thereundersection 3(3) established or maintained by the Company, its subsidiaries, the Guarantor or their ERISA Affiliates (as defined below) are in compliance in all material respects with ERISA and, to the knowledge of the Company, each “multiemployer plan” (as defined in Section 4001 of ERISA) to which ), including without limitation the CompanyESOP, its subsidiariesexcept those that could not, individually or in the Guarantor or an ERISA Affiliate contributes (a “Multiemployer Plan”) is in compliance in all material respects with ERISA. “ERISA Affiliate” meansaggregate, with respect to the Company, the Guarantor or a subsidiary, 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 the Company or such subsidiary or the Guarantor is a member. Except as would not reasonably be expected to result in a Material Adverse Change, no “reportable event” (as defined under ERISA) . Each Loan Party and each Subsidiary of a Loan Party has occurred or is reasonably expected to occur been in compliance with the requirements of ERISA and the Code with respect to any “employee benefit plan” established or maintained by the CompanyESOP, its subsidiaries or any and the ESOP has met the qualification requirements of their ERISA Affiliates. None of the Company, its subsidiaries, the Guarantor or any of their ERISA Affiliates has incurred or reasonably expects to incur any material liability under (iSection 401(a) Title IV of ERISA with respect to termination of, or withdrawal from, any “employee benefit plan” or (ii) Section 412, 4971, 4975 or 4980B of the Code. Each “employee benefit plan” established or maintained by , except where the Company, its subsidiaries, the Guarantor or any of their ERISA Affiliates that is intended to be qualified under Section 401 of the Code is so qualified and nothing has occurred, whether by action or failure to actso comply could not, which would individually or in the aggregate, reasonably be expected to cause the loss of such qualificationresult in a Material Adverse Change.

ERISA Compliance. The Company, Company and its subsidiaries and the Guarantor and any “"employee benefit plan” " (as defined under the Employee Retirement Income Security Act of 1974 (1974, as amended, “ERISA,” which term, as used herein, includes and the regulations and published interpretations thereunderthereunder (collectively, "ERISA")) established or maintained by the Company, its subsidiaries, the Guarantor subsidiaries or their "ERISA Affiliates Affiliates" (as defined below) are in compliance in all material respects with ERISA and, to the knowledge of the Company, each “multiemployer plan” (as defined in Section 4001 of ERISA) to which the Company, its subsidiaries, the Guarantor or an ERISA Affiliate contributes (a “Multiemployer Plan”) is in compliance in all material respects with ERISA. “"ERISA Affiliate” " means, with respect to the Company, the Guarantor Company or a subsidiary, any member of any group of organizations described in Section 414 Sections 414, or of the Internal Revenue Code of 1986 (1986, as amended, the “Code,” which term, as used herein, includes and the regulations and published interpretations thereunderthereunder (the "Code") of which the Company or such subsidiary or the Guarantor is a member. Except as would not reasonably be expected to result in a Material Adverse Change, no “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 the Company, its subsidiaries or any of their ERISA Affiliates. None of No "employee benefit plan" established or maintained by the Company, its subsidiariessubsidiaries or any of their ERISA Affiliates, if such "employee benefit plan" were terminated, would have any "amount of unfunded benefit liabilities" (as defined under ERISA), except for the Rayovac Madison Hourly Retirement Plan No. 23, the Guarantor or Rayovac Madison Hourly Retirement Plan No. 24, the Rayovac Portage Hourly Retirement Plan No. 28 and the Rayovac Corporation Xxxxxxxxx Hourly Retirement Plan No. 34., which together have aggregate unfunded benefit liabilities not in excess of $2,500,000. Neither the Company, its subsidiaries nor any of their ERISA Affiliates has incurred or reasonably expects to incur any material liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “"employee benefit plan” "; or (ii) Section Sections 412, 4971, 4975 or 4980B of the Code. Each “"employee benefit plan” " established or maintained by the Company, its subsidiaries, the Guarantor subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 401 of the Code has received a determination letter from the Internal Revenue Service stating that it is so qualified qualified, and nothing has occurred, whether by action or failure to act, which would reasonably be expected to cause the loss of such qualification.

ERISA Compliance. The Company, Company and its subsidiaries and the Guarantor Subsidiaries and any “employee benefit plan” (as defined under the Employee Retirement Income Security Act of 1974 (1974, as amended, “ERISA,” which term, as used herein, includes and the regulations and published interpretations thereunderthereunder (collectively, “ERISA”)) established or maintained by the Company, its subsidiaries, the Guarantor Subsidiaries or their ERISA Affiliates (as defined below) are in compliance in all material respects with ERISA and, to the knowledge of the Company, each “multiemployer plan” (as defined in Section 4001 of ERISA) to which the Company, its subsidiaries, the Guarantor or an ERISA Affiliate contributes (a “Multiemployer Plan”) is in compliance in all material respects with ERISA. “ERISA Affiliate” means, with respect to the Company, the Guarantor Company or a subsidiarySubsidiary, any member of any group of organizations described in Section Sections 414 (b),(c),(m) or (o) of the Internal Revenue Code of 1986 (1986, as amended, the “Code,” which term, as used herein, includes and the regulations and published interpretations thereunderthereunder (the “Code”) of which the Company or such subsidiary or the Guarantor Subsidiary is a member. Except as would not reasonably be expected to result in a Material Adverse ChangeTo the knowledge of the Company, 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 the Company, its subsidiaries Subsidiaries or any of their ERISA Affiliates for which the Company would have any material liability. No “employee benefit plan” established or maintained by the Company, its Subsidiaries or any of their ERISA Affiliates, if such “employee benefit plan” were terminated, would have any “amount of unfunded benefit liabilities” (as defined under ERISA). None of Neither the Company, its subsidiaries, the Guarantor or Subsidiaries nor any of their ERISA Affiliates has incurred or reasonably expects to incur any material liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “employee benefit plan” or (ii) Section Sections 412, 4971, 4975 or 4980B of the Code. Each “employee benefit plan” established or maintained by the Company, its subsidiaries, the Guarantor Subsidiaries or any of their ERISA Affiliates that is intended to be qualified in all material respects under Section 401 401(a) of the Code is so qualified and nothing has occurred, whether by action or failure to act, which would reasonably be expected to cause the loss of such qualification.

ERISA Compliance. The Company, Company and its subsidiaries and the Guarantor and any “employee benefit plan” (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 or maintained maintained, or required to be contributed to, by the Company, its subsidiaries, the Guarantor or their “ERISA Affiliates Affiliates” (as defined below) are in compliance in all material respects with the requirements of any applicable statutes, orders, rules and regulations, including but not limited to ERISA andand the Code, to and the knowledge terms of the Companyapplicable plan, each “multiemployer plan” (except as defined disclosed in Section 4001 of ERISA) the Registration Statement or the Prospectus or as would not be reasonably expected to which the Company, its subsidiaries, the Guarantor or an ERISA Affiliate contributes (have a “Multiemployer Plan”) is in compliance in all material respects with ERISAMaterial Adverse Effect. “ERISA Affiliate” means, with respect to the Company, the Guarantor Company or a subsidiary, any trade or business (whether or not incorporated) that is a member of any a group of organizations described in that is treated as a single employer under Section 414 of the Internal Revenue Code or Section 4001 of 1986 (as amended, the “Code,” which term, as used herein, includes the regulations and published interpretations thereunder) ERISA of which the Company or such subsidiary or the Guarantor is a member. Except as Except, in each case, for any such matter that is disclosed in the Registration Statement or the Prospectus or would not be reasonably be expected to result in have a Material Adverse ChangeEffect, (i) 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 maintained, or required to be contributed to, by the Company, its subsidiaries subsidiaries, or any of their ERISA Affiliates. None of ; (ii) no “employee benefit plan” established or maintained, or required to be contributed to, by the Company, its subsidiaries, or any of their ERISA Affiliates, if such “employee benefit plan” were terminated, would have any “amount of unfunded benefit liabilities” (as defined under ERISA); (iii) neither the Guarantor or Company, its subsidiaries, nor any of their ERISA Affiliates has incurred or reasonably expects to incur any material liability (A) under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “employee benefit plan” including any “multiemployer plan” (as defined under ERISA), (B) as a result of the determination that any “employee pension benefit plan” (as defined under ERISA) is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA, or (iiC) Section under Sections 412, 4971, 4975 or 4980B of the Code. Each Code or Section 4062(e) of ERISA; and (iv) each “employee benefit plan” established or maintained maintained, or required to be contributed to, by the Company, its subsidiaries, the Guarantor or any of their ERISA Affiliates that is intended to be qualified under Section 401 of the Code is so qualified and nothing has occurred, whether by action or failure to act, which would cause or would reasonably be expected to cause the loss of such qualification.

ERISA Compliance. The CompanyExcept as could not reasonably be expected, its subsidiaries individually or in the aggregate, to have a Material Adverse Effect: (a) each Loan Party and ERISA Affiliate is in compliance with all applicable provisions and requirements of ERISA and the Guarantor Code and any “employee benefit plan” (as defined under the Employee Retirement Income Security Act of 1974 (as amended, “ERISA,” which term, as used herein, includes other federal and state laws and the regulations and published interpretations thereunder with respect to each Plan and Pension Plan and have performed all their obligations under each Plan and Pension Plan; (b) no ERISA Event or Foreign Plan Event has occurred and neither any 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 or Foreign Plan Event; (c) each Plan or Pension Plan that is intended to qualify under Section 401(a) of the Code, including the Treasury Regulations and published interpretations thereunder) established or maintained by the Company, its subsidiaries, the Guarantor or their ERISA Affiliates (as defined below) are in compliance in all material respects with ERISA is so qualified and, to the knowledge of the CompanyBorrower, nothing has occurred and no condition exists that would cause such Plan or Pension Plan to lose its qualified status; (d) no liability to the PBGC (other than required premium payments that are not otherwise delinquent), the IRS, or Pension Plan or any related trust has been or is expected to be incurred by any Loan Party or any ERISA Affiliate; (e) each of the Loan Parties and ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in “multiemployer plandefault” (as defined in Section 4001 4219(c)(5) of ERISA) to which the Company, its subsidiaries, the Guarantor or an ERISA Affiliate contributes (a “Multiemployer Plan”) is in compliance in all material respects with ERISA. “ERISA Affiliate” means, with respect to payments to a Multiemployer Plan; (f) all amounts required by applicable law with respect to, or by the Company, the Guarantor or a subsidiaryterms of, any member retiree welfare benefit arrangement maintained by any Loan Party or its Subsidiaries or any ERISA Affiliate or to which any Loan Party or its Subsidiaries or any ERISA Affiliate has an obligation to contribute have been accrued in accordance with ASC Topic 715-60; (g) no Loan Party nor any ERISA Affiliate has any potential liability for a complete withdrawal or partial withdrawal from any Multiemployer Plan (within the meaning of any group Section 4203 or 4205 of organizations described in Section 414 ERISA), when aggregated with such potential liability for a complete withdrawal or partial withdrawal from all Multiemployer Plans; and (h) there has been no Prohibited Transaction or violation 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 or the Guarantor is a member. Except as would not reasonably be expected to result in a Material Adverse Change, no “reportable event” (as defined under ERISA) has occurred or is reasonably expected to occur fiduciary responsibility rules with respect to any “employee benefit plan” established Plan or maintained by the Company, its subsidiaries or Pension Plan. Neither any Loan Party nor any of their Subsidiaries nor any ERISA Affiliates. None of the CompanyAffiliate maintains or contributes to, its subsidiariesor has any unsatisfied obligation to contribute to, the Guarantor or liability under, any of their ERISA Affiliates has incurred active or reasonably expects to incur any material liability under terminated Pension Plan other than (i) Title IV of ERISA with respect to termination ofon the Closing Date, or withdrawal from, any “employee benefit plan” or those listed on Schedule 4.11 hereto and (ii) Section 412thereafter, 4971Pension Plans not otherwise prohibited by this Agreement. The funding target of each Pension Plan did not, 4975 or 4980B as of the Code. Each “employee benefit plan” established or maintained close of its most recent plan year, exceed by more than an immaterial amount the Company, its subsidiaries, fair market value of the Guarantor or any assets of their ERISA Affiliates that is intended to be qualified such Pension Plan (determined in both cases using the applicable assumptions under Section 401 430 of the Code is so qualified and nothing has occurredthe Treasury Regulations promulgated thereunder), whether and the funding target of all underfunded Pension Plans did not, as of the close of the most recent plan year of each such Pension Plan, exceed by action or failure to act, which would reasonably be expected to cause more than an immaterial amount the loss fair market value of the assets of all such qualificationunderfunded Pension Plans (determined in both cases using the applicable assumptions under Section 430 of the Code and the Treasury Regulations promulgated thereunder).

ERISA Compliance. The CompanyExcept, its subsidiaries and in each case, for any such matter as would not, individually or in the Guarantor and any aggregate, reasonably be expected to have a Company Material Adverse Effect (i) each “employee benefit plan” (as defined under within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974 1974, as amended (as amended, “ERISA,” which term, as used herein, includes the regulations and published interpretations thereunder”)) established or maintained by the Company, its subsidiaries, the Guarantor or their ERISA Affiliates (as defined below) are in compliance in all material respects with ERISA and, to the knowledge of the Company, each “multiemployer plan” (as defined in Section 4001 of ERISA) to for which the Company, Company or any of its subsidiaries, the Guarantor or Subsidiaries would have any liability (each an ERISA Affiliate contributes (a “Multiemployer ERISA-Subject Plan”) is has been maintained in material compliance in with its terms and with the requirements of all material respects with ERISA. “applicable statutes, rules and regulations including ERISA Affiliate” means, with respect to the Company, the Guarantor or a subsidiary, any member of any group of organizations described in Section 414 of and the Internal Revenue Code of 1986 1986, as amended (as amended, the “Code,” which term”); (ii) no prohibited transaction, as used hereinwithin the meaning of Section 406 of ERISA or Section 4975 of the Code, includes the regulations and published interpretations thereunderhas 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 which the Company or such subsidiary or the Guarantor is a member. Except as would not reasonably be expected to result in a Material Adverse Change, ERISA (A) no “reportable event” (as defined under within the meaning of Section 4043(c) of ERISA) has occurred or is reasonably expected to occur occur, (B) no ERISA-Subject Plan is or is reasonably expected to be “at risk” status (within the meaning of Section 430 of the Code or Section 303 of ERISA) (C) there has been no filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any “employee benefit plan” established ERISA-Subject Plan or maintained the receipt by the Company, its subsidiaries Company or any of their its Subsidiaries from the PBGC or the plan administrator of any notice relating to the 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 ERISA Affiliates. None for imposition of a lien shall have been met with respect to any ERISA-Subject Plan and (E) neither the Company, its subsidiaries, the Guarantor or Company nor any of their ERISA Affiliates its Subsidiaries has incurred incurred, or reasonably expects to incur incur, any material liability under (i) Title IV of ERISA with (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 to termination ofof 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 withdrawal fromis expected to be, any “employee benefit planinsolvent” (within the meaning of Section 4245 of ERISA), in “reorganization” (within the meaning of Section 4241 of ERISA), or in “endangered” or “critical” status (ii) within the meaning of Section 412, 4971, 4975 or 4980B 432 of the Code. Each “employee benefit plan” established Code or maintained by the Company, its subsidiaries, the Guarantor or any Section 304 of their ERISA Affiliates ERISA); and (v) each ERISA-Subject Plan that is intended to be qualified under Section 401 401(a) of the Code is so qualified and nothing has occurred, whether by action or by failure to act, which would reasonably be expected to cause the loss of such qualification.

ERISA Compliance. The CompanyExcept as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: (a) each Loan Party and its subsidiaries Subsidiaries and each of their respective ERISA Affiliates (and in the case of a Pension Plan or a Multiemployer Plan, each of their respective ERISA Affiliates) are in compliance with all applicable provisions and requirements of ERISA and the Guarantor Code and any “employee benefit plan” (as defined under the Employee Retirement Income Security Act of 1974 (as amended, “ERISA,” which term, as used herein, includes other federal and state laws and the regulations and published interpretations thereunderthereunder with respect to each Plan and Pension Plan and have performed all their obligations under each Plan and Pension Plan; (b) established no ERISA Event or maintained Foreign Plan Event has occurred or is reasonably expected to occur; (c) each Plan or Pension Plan which is intended to qualify under Section 401(a) of the Code has received a favorable determination letter from the IRS covering such plan’s most recently completed five (5)-year remedial amendment cycle in accordance with Revenue Procedure 2007-44, I.R.B. 2007-28, indicating that such Plan or Pension Plan is so qualified and the trust related thereto has been determined by the Company, its subsidiaries, IRS to be exempt from federal income tax under Section 501(a) of the Guarantor Code or their ERISA Affiliates (as defined below) are in compliance in all material respects with ERISA an application for such a determination is currently pending before the IRS and, to the knowledge of the CompanyBorrower, nothing has occurred subsequent to the issuance of the most recent determination letter which would cause such Plan or Pension Plan to lose its qualified status; (d) no liability to the PBGC (other than required premium payments), the IRS, any Plan or Pension Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by any Loan Party or its Subsidiaries or any of their ERISA Affiliates; (e) no ERISA Event has occurred and neither the Borrower 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; (f) each of the Loan Parties and their respective Subsidiaries’ ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in “multiemployer plandefault” (as defined in Section 4001 4219(c)(5) of ERISA) to which the Company, its subsidiaries, the Guarantor or an ERISA Affiliate contributes (a “Multiemployer Plan”) is in compliance in all material respects with ERISA. “ERISA Affiliate” means, with respect to payments to a Multiemployer Plan; (g) all amounts required by applicable law with respect to, or by the Company, the Guarantor or a subsidiaryterms of, any member of retiree welfare benefit arrangement maintained by any group of organizations described Loan Party or its Subsidiaries or any ERISA Affiliate or to which any Loan Party or its Subsidiaries or any ERISA Affiliate has an obligation to contribute have been accrued in Section 414 accordance with ASC Topic 715-60; (h) as of the Internal Revenue Code most recent valuation date for each Multiemployer Plan for which the actuarial report is available, no Loan Party nor any of 1986 their respective Subsidiaries or ERISA Affiliates has any potential liability for a complete withdrawal from such Multiemployer Plan (as amendedwithin the meaning of Section 4203 of ERISA), the “Code,” which termwhen aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, as used herein, includes the regulations and published interpretations thereunderbased on information available pursuant to Section 4221(e) of which ERISA; (i) there has been no Prohibited Transaction or violation of the Company fiduciary responsibility rules with respect to any Plan or such subsidiary Pension Plan that has resulted or the Guarantor is a member. Except as would not could reasonably be expected to result in a Material Adverse Change, no “reportable event” Effect; (as defined under ERISAj) has occurred or is reasonably expected to occur with respect to neither any “employee benefit plan” established or maintained by the Company, its subsidiaries or Loan Party nor any of their its Subsidiaries nor any ERISA Affiliates. None of the CompanyAffiliate maintains or contributes to, its subsidiariesor has any unsatisfied obligation to contribute to, the Guarantor or liability under, any of their ERISA Affiliates has incurred active or reasonably expects to incur any material liability under terminated Pension Plan other than (i) Title IV of ERISA with respect to termination ofon the Fourth Amendment Effective Date, or withdrawal from, any “employee benefit plan” or those listed on Schedule 4.11 hereto and (ii) Section 412thereafter, 4971Pension Plans not otherwise prohibited by this Agreement. The present value of all accumulated benefit obligations under each Pension Plan, 4975 or 4980B did not, as of the Code. Each “employee benefit plan” established or maintained close of its most recent plan year, exceed by more than an immaterial amount the Company, its subsidiaries, fair market value of the Guarantor or any assets of their ERISA Affiliates that is intended such Pension Plan allocable to be qualified such accrued benefits (determined in both cases using the applicable assumptions under Section 401 430 of the Code is so qualified and nothing has occurredthe Treasury Regulations promulgated thereunder), whether and the present value of all accumulated benefit obligations of all underfunded Pension Plans did not, as of the date of the most recent financial statements reflecting such amounts, exceed by action or failure to act, which would reasonably be expected to cause more than an immaterial amount the loss fair market value of the assets of all such qualificationunderfunded Pension Plans (determined in both cases using the applicable assumptions under Section 430 of the Code and the Treasury Regulations promulgated thereunder).

ERISA Compliance. The CompanyExcept as disclosed in the Offering Memorandum or would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change, (i) the Parent Guarantor and its subsidiaries and the Guarantor and any “employee benefit plan” (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 or maintained by the CompanyParent Guarantor, its subsidiaries, the Guarantor subsidiaries or their ERISA Affiliates (as defined below) are in compliance in all material respects with the applicable ERISA requirements and, to the knowledge of the CompanyCompany and the Guarantors, each “multiemployer plan” (as defined in Section 4001 of ERISA) to which the CompanyParent Guarantor, its subsidiaries, the Guarantor subsidiaries or an ERISA Affiliate contributes (a “Multiemployer Plan”) is in compliance in all material respects with ERISA. “ERISA Affiliate” means, with respect to the Company, the Parent Guarantor or a subsidiaryits subsidiaries, 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 the Company Parent Guarantor or such subsidiary or the Guarantor is a member. Except as would not reasonably be expected to result in a Material Adverse Change, (ii) 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 the CompanyParent Guarantor, its subsidiaries or any of their ERISA Affiliates. None , (iii) no “single employer plan” (as defined in Section 4001 of ERISA) established or maintained by the CompanyParent Guarantor, its subsidiariessubsidiaries or any of their ERISA Affiliates, if such “employee benefit plan” were terminated, would have any “amount of unfunded benefit liabilities” (as defined under ERISA), (iv) neither the Guarantor or Parent Guarantor, its subsidiaries nor any of their ERISA Affiliates has incurred or reasonably expects to incur any material liability under (iA) Title IV of ERISA with respect to termination of, or withdrawal from, any “employee benefit plan” or (iiB) Section Sections 412, 4971, 4975 or 4980B of the Code. Each , and (v) each “employee benefit plan” established or maintained by the CompanyParent Guarantor, its subsidiaries, the Guarantor subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 401 of the Code is so qualified and, to the knowledge of the Company and the Guarantors, nothing has occurred, whether by action or failure to act, which would reasonably be expected to cause the loss of such qualification.

ERISA Compliance. The Company, Parent and its subsidiaries and the Guarantor and any “employee benefit plan” (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 or maintained by the CompanyParent, its subsidiaries, the Guarantor subsidiaries or their ERISA Affiliates (as defined below) are in compliance in all material respects with ERISA and, to the knowledge of Parent and the Company, each “multiemployer plan” (as defined in Section 4001 of ERISA) to which the CompanyParent, its subsidiaries, the Guarantor subsidiaries or an ERISA Affiliate contributes (a “Multiemployer Plan”) is in compliance in all material respects with ERISA. “ERISA Affiliate” means, with respect to the Company, the Guarantor Parent or a subsidiary, 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 the Company Parent or such subsidiary or the Guarantor is a member. Except as would not reasonably be expected to result in a Material Adverse Change, no 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 the CompanyParent, its subsidiaries or any of their ERISA Affiliates. None No “single employer plan” (as defined in Section 4001 of the CompanyERISA) established or maintained by Parent, its subsidiariessubsidiaries or any of their ERISA Affiliates, the Guarantor or if such “employee benefit plan” were terminated, would have any “amount of unfunded benefit liabilities” (as defined under ERISA). Neither Parent, its subsidiaries nor any of their ERISA Affiliates has incurred or reasonably expects to incur any material liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “employee benefit plan” or (ii) Section Sections 412, 4971, 4975 or 4980B of the Code. Each “employee benefit plan” established or maintained by the CompanyParent, its subsidiaries, the Guarantor subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 401 of the Code is so qualified and nothing has occurred, whether by action or failure to act, which would reasonably be expected to cause the loss of such qualification.

ERISA Compliance. The Company, Company and its subsidiaries and the Guarantor and any “employee benefit plan” (as defined under the Employee Retirement Income Security Act of 1974 (1974, as amended, “ERISA,” which term, as used herein, includes and the regulations and published interpretations thereunderthereunder (collectively, “ERISA”)) established or maintained by the Company, its subsidiaries, the Guarantor subsidiaries or their “ERISA Affiliates Affiliates” (as defined below) are in compliance in all material respects with ERISA and, to the knowledge of the Company, each “multiemployer plan” (as defined in Section 4001 of ERISA) to which the Company, its subsidiaries, the Guarantor or an ERISA Affiliate contributes (a “Multiemployer Plan”) is in compliance in all material respects with ERISA. “ERISA Affiliate” means, with respect to the Company, the Guarantor Company or a subsidiary, any member of any group of organizations described in Section 414 Sections 414(b),(c),(m) or (o) of the Internal Revenue Code of 1986 (1986, as amended, the “Code,” which term, as used herein, includes and the regulations and published interpretations thereunderthereunder (the “Code”) of which the Company or such subsidiary or the Guarantor is a member. Except as would not reasonably be expected to result in a Material Adverse Change, no 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 the Company, its subsidiaries or any of their ERISA Affiliates. None of No “employee benefit plan” established or maintained by the Company, its subsidiariessubsidiaries or any of their ERISA Affiliates, if such “employee benefit plan” were terminated, would have any “amount of unfunded benefit liabilities” (as defined under ERISA). Neither the Guarantor or Company, its subsidiaries nor any of their ERISA Affiliates has incurred or reasonably expects to incur any material liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “employee benefit plan” or (ii) Section 412412 of the Code. Neither the Company, its subsidiaries nor any of their ERISA Affiliates has incurred or reasonably expects to incur any material liability under Sections 4971, 4975 or 4980B of the Code. Each “employee benefit plan” established or maintained by the Company, its subsidiaries, the Guarantor subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 401 401(a) of the Code is so qualified and nothing has occurred, whether by action or failure to act, which would reasonably be expected to cause result in the loss of such qualification.

ERISA Compliance. The CompanyExcept as otherwise disclosed in the Offering ---------------- Memorandum, its the Company , the Guarantors, their respective subsidiaries and the Guarantor and any “"employee benefit plan” " (as defined under the Employee Retirement Income Security Act of 1974 (1974, as amended, “ERISA,” which term, as used herein, includes and the regulations and published interpretations thereunderthereunder (collectively, "ERISA")) established or maintained by ----- the Company, its subsidiaries, the Guarantor Guarantors or their respective subsidiaries or their "ERISA Affiliates ----- Affiliates" (as defined below) are in compliance in all material respects with ERISA and, to the knowledge of the Company, each “multiemployer plan” (as defined in Section 4001 of ERISA) to which the Company, its subsidiaries, the Guarantor or an ERISA Affiliate contributes (a “Multiemployer Plan”) is in compliance in all material respects with ---------- ERISA. “"ERISA Affiliate” " means, with respect to the Company, the any Guarantor or a subsidiaryany of their respective subsidiaries, any member of any group of organizations described in Section 414 Sections 414, , or of the Internal Revenue Code of 1986 (1986, as amended, the “Code,” which term, as used herein, includes and the regulations and published interpretations thereunderthereunder (the "Code") of which the Company Company, such Guarantor or such subsidiary or the Guarantor is a member. Except as would not reasonably be expected to result in a Material Adverse Change, no “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 the Company, its the Guarantors or their respective subsidiaries or any of their ERISA Affiliates. No "employee benefit plan" established or maintained by the Company, the Guarantors, their respective subsidiaries or any of their ERISA Affiliates, if such "employee benefit plan" were terminated, would have any "amount of unfunded benefit liabilities" (as defined under ERISA). None of the Company, its subsidiariesthe Guarantors, the Guarantor their respective subsidiaries or any of their ERISA Affiliates has have incurred or reasonably expects expect to incur any material liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “"employee benefit plan” " or (ii) Section Sections 412, 4971, 4975 or 4980B of the Code. Each “"employee benefit plan” " established or maintained by the Company, its subsidiariesthe Guarantors, the Guarantor their respective subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 401 of the Code is so qualified and nothing has occurred, whether by action or failure to act, which would reasonably be expected to cause the loss of such qualification.

ERISA Compliance. The (A) To the knowledge of the Company, its subsidiaries and the Guarantor and any no “employee benefit planprohibited transaction” (as defined under Section 406 of the Employee Retirement Income Security Act of 1974 1974, as amended (as amended, “ERISA,” which term”) or Section 4975 of the Internal Revenue Code of 1986, as used herein, includes amended (the “Code”) and not exempt under ERISA Section 408 and the regulations and published interpretations thereunderthereunder has occurred with respect to any “employee benefit plan” within the meaning of Section 3(3) established of ERISA, whether or maintained not subject to ERISA, under which the Company has had or has any present or future obligation or liability Employee Benefit Plan (an “Employee Benefit Plan”); (B) at no time has the Company or any member of the company’s controlled group as defined in Code Section 414(b), (c), (m) or (o) (each an “ERISA Affiliate”) maintained, sponsored, participated in, contributed to or has or had any liability or obligation in respect of any Employee Benefit Plan subject to Part 3 of Subtitle B of Title I of ERISA, Title IV of ERISA, or Section 412 of the Code or any “multiemployer plan” as defined in Section 3(37) of ERISA or any multiple employer plan for which the Company or any ERISA Affiliate has incurred or could incur liability under Section 4063 or 4064 of ERISA except as would not, individually or in the aggregate, reasonably be expected to result in a material adverse effect on the Company; (C) each Employee Benefit Plan is and has been operated in compliance with its terms and all applicable laws, including but not limited to ERISA and the Code and no event has occurred (including a “reportable event” as such term is defined in Section 4043 of ERISA) and no condition exists that would subject the Company or any ERISA Affiliate to any tax, fine, lien, penalty or liability imposed by ERISA, the Code or other applicable law, except as would not, individually or in the aggregate, reasonably be expected to result in a material adverse effect on the Company; (D) each Employee Benefit Plan intended to be qualified under Code Section 401(a) is so qualified and has a favorable determination or opinion letter from the IRS upon which it can rely, and any such determination or opinion letter remains in effect and has not been revoked, except as would not, individually or in the aggregate, reasonably be expected to result in a material adverse effect on the Company; to the knowledge of the Company, its subsidiaries, nothing has occurred since the Guarantor date of any such determination or their ERISA Affiliates opinion letter that is reasonably likely to adversely affect such qualification; and (as defined belowE) are in compliance in all material respects the Company does not have any obligations under any collective bargaining agreement with ERISA any union and, to the knowledge of the Company, each “multiemployer plan” (as defined in Section 4001 of ERISA) to which the Company, its subsidiaries, the Guarantor or an ERISA Affiliate contributes (a “Multiemployer Plan”) is in compliance in all material respects with ERISA. “ERISA Affiliate” means, no organization efforts are underway with respect to the Company, the Guarantor or a subsidiary, 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 the Company or such subsidiary or the Guarantor is a memberemployees. Except as would not reasonably be expected to result in a Material Adverse Change, 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 the Company, its subsidiaries or any of their ERISA Affiliates. None of the Company, its subsidiaries, the Guarantor or any of their ERISA Affiliates has incurred or reasonably expects to incur any material liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “employee benefit plan” or (ii) Section 412, 4971, 4975 or 4980B of the Code. Each “employee benefit plan” established or maintained by the Company, its subsidiaries, the Guarantor or any of their ERISA Affiliates that is intended to be qualified under Section 401 of the Code is so qualified and nothing has occurred, whether by action or failure to act, which would reasonably be expected to cause the loss of such qualification.8

ERISA Compliance. The CompanyExcept as otherwise disclosed in the Offering Memorandum, the Company and its subsidiaries and the Guarantor and any “employee benefit plan” (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 or maintained by the Company, its subsidiaries, the Guarantor subsidiaries or their “ERISA Affiliates Affiliates” (as defined below) are in compliance in all material respects with ERISA and, to the knowledge of the Company, each “multiemployer plan” (as defined in Section 4001 applicable provisions of ERISA) , except where the failure to which so comply would not, individually or in the Companyaggregate, its subsidiaries, the Guarantor or an ERISA Affiliate contributes (reasonably be expected to result in a “Multiemployer Plan”) is in compliance in all material respects with ERISAMaterial Adverse Change. “ERISA Affiliate” means, with respect to the Company, the Guarantor Company or a subsidiary, 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 the Company or such subsidiary or the Guarantor is a member. Except as would not reasonably be expected to result in a Material Adverse Change, no 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 the Company, its subsidiaries or any of their ERISA Affiliates. None of No “employee benefit plan” established or maintained by the Company, its subsidiariessubsidiaries or any of their ERISA Affiliates, if such “employee benefit plan” were terminated, would have any “amount of unfunded benefit liabilities” (as defined under ERISA). Neither the Guarantor or Company, its subsidiaries nor any of their ERISA Affiliates has incurred or reasonably expects to incur any material liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “employee benefit plan” or (ii) Section Sections 412, 4971, 4975 or 4980B of the Code, which would individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. Each “employee benefit plan” established or maintained by the Company, its subsidiaries, the Guarantor subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 401 of the Code is so qualified and nothing has occurred, whether by action or failure to act, which would reasonably be expected to cause the loss of such qualification.

ERISA Compliance. The CompanyExcept as disclosed in the Offering Memorandum or would not reasonably be expected to result in a Material Adverse Change, (i) the Parent Guarantor and its subsidiaries and the Guarantor and any “employee benefit plan” (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 or maintained by the CompanyParent Guarantor, its subsidiaries, the Guarantor subsidiaries or their ERISA Affiliates (as defined below) are in compliance in all material respects with the applicable ERISA requirements and, to the knowledge of the CompanyCompany and the Guarantors, each “multiemployer plan” (as defined in Section 4001 of ERISA) to which the CompanyParent Guarantor, its subsidiaries, the Guarantor subsidiaries or an ERISA Affiliate contributes (a “Multiemployer Plan”) is in compliance in all material respects with ERISA. “ERISA Affiliate” means, with respect to the Company, the Parent Guarantor or a subsidiaryits subsidiaries, 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 the Company Parent Guarantor or such subsidiary or the Guarantor is a member. Except as would not reasonably be expected to result in a Material Adverse Change, (ii) 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 the CompanyParent Guarantor, its subsidiaries or any of their ERISA Affiliates. None , (iii) no “single employer plan” (as defined in Section 4001 of ERISA) established or maintained by the CompanyParent Guarantor, its subsidiariessubsidiaries or any of their ERISA Affiliates, if such “employee benefit plan” were terminated, would have any “amount of unfunded benefit liabilities” (as defined under ERISA), (iv) neither the Guarantor or Parent Guarantor, its subsidiaries nor any of their ERISA Affiliates has incurred or reasonably expects to incur any material liability under (iA) Title IV of ERISA with respect to termination of, or withdrawal from, any “employee benefit plan” or (iiB) Section Sections 412, 4971, 4975 or 4980B of the Code. Each , and (v) each “employee benefit plan” established or maintained by the CompanyParent Guarantor, its subsidiaries, the Guarantor subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 401 of the Code is so qualified and, to the knowledge of the Company and the Guarantors, nothing has occurred, whether by action or failure to act, which would reasonably be expected to cause the loss of such qualification.

ERISA Compliance. The Company, its subsidiaries and the Guarantor and any No “employee benefit planreportable event” (as defined under within the meaning of Section 4043 of the Employee Retirement Income Security Act of 1974 (1974, as amended, and the rules and regulations promulgated thereunder (collectively, “ERISA,” which term, as used herein, includes the regulations and published interpretations thereunder) established or maintained by the Company, its subsidiaries, the Guarantor or their ERISA Affiliates (as defined below) are in compliance in all material respects with ERISA and, to the knowledge of the Company, each “multiemployer plan” (as defined in Section 4001 of ERISA) to which the Company, its subsidiaries, the Guarantor or an ERISA Affiliate contributes (a “Multiemployer Plan”) is in compliance in all material respects with ERISA. “ERISA Affiliate” means, with respect to the Company, the Guarantor or a subsidiary, 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 the Company or such subsidiary or the Guarantor is a member. Except as would not reasonably be expected to result in a Material Adverse Change, no “reportable event” (as defined under ERISA)) has occurred or is reasonably expected to occur with respect to any “employee benefit plan” (as defined under ERISA) established or maintained by the Company, its subsidiaries or any of their ERISA AffiliatesAffiliates (as defined below), which could reasonably be expected to result in a Material Adverse Change or have a material adverse effect on the ability of the Company to perform its obligations under this Agreement. None Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) for each “single employer plan” (as defined in Section 4001(a)(15) of ERISA), copies of which have been filed with the Internal Revenue Service and will be made available to the Underwriters upon a written request to the Company, is complete and accurate in all material respects and fairly presents the funding status of such single employer plan. Neither the Company nor any ERISA Affiliate has incurred or, to the knowledge of the Company or ERISA Affiliate, is reasonably expected to incur any “withdrawal liability” to any “multiemployer plan” (as such terms are defined in Part I of Subtitle E of Title IV of ERISA) which could reasonably be expected to result in a Material Adverse Change. Neither the Company nor any ERISA Affiliate has been notified by the sponsor of a multiemployer plan that such multiemployer plan is in reorganization or has been terminated, within the meaning of Title IV of ERISA, and, to the knowledge of the Company or ERISA Affiliate, no such multiemployer plan is reasonably expected to be in reorganization or to be terminated, within the meaning of Title IV of ERISA. As used herein, “ERISA Affiliate” means any person that for purposes of Title IV of ERISA is a member of the controlled group of the Company, its subsidiaries, the Guarantor or any of their ERISA Affiliates has incurred or reasonably expects to incur any material liability under (i) Title IV of ERISA common control with respect to termination of, or withdrawal from, any “employee benefit plan” or (ii) Section 412, 4971, 4975 or 4980B of the Code. Each “employee benefit plan” established or maintained by the Company, its subsidiaries, within the Guarantor or any meaning of their ERISA Affiliates that is intended to be qualified under Section 401 414 of the Internal Revenue Code is so qualified of 1986, as amended, and nothing has occurred, whether by action or failure to act, which would reasonably be expected to cause the loss of such qualificationrules and regulations promulgated thereunder (the “Code”).

ERISA Compliance. The Company, Company and its subsidiaries and the Guarantor and any “employee benefit plan” (as defined under the Employee Retirement Income Security Act of 1974 (1974, as amended, “ERISA,” which term, as used herein, includes and the regulations and published interpretations thereunderthereunder (collectively, “ERISA”)) established or maintained by the Company, its subsidiaries, the Guarantor subsidiaries or their “ERISA Affiliates Affiliates” (as defined below) are in compliance in all material respects with ERISA and, to the knowledge of the Company, each “multiemployer plan” (as defined in Section 4001 of ERISA) to which the Company, its subsidiaries, the Guarantor or an ERISA Affiliate contributes (a “Multiemployer Plan”) is in compliance in all material respects with ERISA. “ERISA Affiliate” means, with respect to the Company, the Guarantor Company or a subsidiaryany of its subsidiaries, any member of any group of organizations described in Section 414 Sections 414(b), (c), (m) or (o) of the Internal Revenue Code of 1986 (1986, as amended, the “Code,” which term, as used herein, includes and the regulations and published interpretations thereunderthereunder (collectively, the “Code”) of which the Company or such subsidiary or the Guarantor thereof is a member. Except as would not reasonably be expected to result in a Material Adverse Change, no 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 the Company, its subsidiaries or any of their ERISA AffiliatesAffiliates that would reasonably be expected to result in material liability to the Company or its subsidiaries. None of No “employee benefit plan” established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates, if such “employee benefit plan” were terminated, would have any “amount of unfunded benefit liabilities” (as defined under ERISA) that would reasonably be expected to result in material liability to the Company and its subsidiaries. Neither the Company, the Guarantor or its subsidiaries nor any of their ERISA Affiliates has incurred or reasonably expects to incur any material liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “employee benefit plan” or (ii) Section Sections 412, 4971, 4975 or 4980B of the Code. Each “employee benefit plan” plan established or maintained by the Company, its subsidiaries, the Guarantor subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 401 401(a) of the Code is so qualified and to the Company’s knowledge, nothing has occurred, whether by action or failure to act, which would reasonably be expected to cause the loss of such qualification.

ERISA Compliance. The Company, Company and its subsidiaries and the Guarantor and any “employee benefit plan” (as defined under the Employee Retirement Income Security Act of 1974 (1974, as amended, “ERISA,” which term, as used herein, includes and the regulations and published interpretations thereunderthereunder (collectively, “ERISA”)) established or maintained by the Company, its subsidiariessubsidiaries or, to the Guarantor or Company’s knowledge, their “ERISA Affiliates Affiliates” (as defined below) are in compliance in all material respects with ERISA and, to the knowledge of the Company, each “multiemployer plan” (as defined in Section 4001 of ERISA) to which the Company, its subsidiaries, the Guarantor or an ERISA Affiliate contributes (a “Multiemployer Plan”) is in compliance in all material respects with ERISA. “ERISA Affiliate” means, with respect to the Company, the Guarantor Company or a subsidiaryany of its subsidiaries, any member of any group of organizations described in Section 414 Sections 414(b), (c), (m) or (o) of the Internal Revenue Code of 1986 (1986, as amended, the “Code,” which term, as used herein, includes and the regulations and published interpretations thereunderthereunder (the “Code”) of which the Company or such subsidiary or the Guarantor is a member. Except as would not reasonably be expected to result in a Material Adverse Change, no 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 the Company, its subsidiaries or any of their ERISA AffiliatesAffiliates that would reasonably be expected to result in material liability to the Company or its subsidiaries. None of No “employee benefit plan” established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates, if such “employee benefit plan” were terminated, would have any “amount of unfunded benefit liabilities” (as defined under ERISA) that would reasonably be expected to result in material liability to the Company or its subsidiaries. Neither the Company, the Guarantor or its subsidiaries nor any of their ERISA Affiliates has incurred or reasonably expects to incur any material liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “employee benefit plan” or (ii) Section Sections 412, 4971, 4975 or 4980B of the Code. Each “employee benefit plan” plan established or maintained by the Company, its subsidiaries, the Guarantor subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 401 401(a) of the Code is so qualified and and, to the Company’s knowledge, nothing has occurred, whether by action or failure to act, which would reasonably be expected to cause the loss of such qualification.

ERISA Compliance. The Company, Company and its subsidiaries and the Guarantor Significant Subsidiaries and any “employee benefit plan” (as defined under in Section 3(3) of the Employee Retirement Income Security Act of 1974 (1974, as amended, “ERISA,” which term, as used herein, includes and the regulations and published interpretations thereunderthereunder (collectively, “ERISA”)) established or maintained by the Company, its subsidiaries, the Guarantor Significant Subsidiaries or their ERISA Affiliates (as defined below) are in compliance in all material respects with ERISA and, to the knowledge of the Company, each “multiemployer plan” (as defined in Section 4001 of ERISA) to which the Company, its subsidiaries, the Guarantor or an ERISA Affiliate contributes (a “Multiemployer Plan”) is in compliance in all material respects with ERISA. “ERISA Affiliate” means, with respect to the Company, the Guarantor Company or a subsidiarySignificant Subsidiary, any member of any group of organizations described in Section 414 Sections 414(b), (c), (m) or (o) of the Internal Revenue Code of 1986 1986, as amended (as amended, the “Internal Revenue Code,” which term”), as used herein, includes the regulations and published interpretations thereunder) of which the Company or such subsidiary or the Guarantor Significant Subsidiary is a member. Except as would not reasonably be expected to result in a Material Adverse Change, no 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 the Company, its subsidiaries Significant Subsidiaries or any of their ERISA Affiliates, except as disclosed in the Disclosure Package. None of No “employee benefit plan” established or maintained by the Company, its subsidiariesSignificant Subsidiaries or any of their ERISA Affiliates, if such “employee benefit plan” were terminated, would have any “amount of unfunded benefit liabilities” (as defined under ERISA), except as disclosed in the Guarantor or Disclosure Package. Neither the Company, its Significant Subsidiaries nor any of their ERISA Affiliates has incurred or reasonably expects to incur any material liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “employee benefit plan,” or (ii) Section Sections 412, 49714971 or 4975 of the Internal Revenue Code, 4975 or (iii) Section 4980B of the CodeInternal Revenue Code with respect to the excise tax imposed thereunder. Each “employee benefit plan” established or maintained by the Company, its subsidiaries, the Guarantor Significant Subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 401 401(a) of the Internal Revenue Code is so qualified has received a favorable determination letter from the Internal Revenue Service and nothing has occurred, whether by action or failure to act, which would is reasonably be expected likely to cause disqualification of any such employee benefit plan under Section 401(a) of the loss of such qualificationInternal Revenue Code.

ERISA Compliance. The CompanyExcept as disclosed in the Offering Memorandum or would not reasonable be expected to result in a Material Adverse Change, (i) the Parent Guarantor and its subsidiaries and the Guarantor and any “employee benefit plan” (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 or maintained by the CompanyParent Guarantor, its subsidiaries, the Guarantor subsidiaries or their ERISA Affiliates (as defined below) are in compliance in all material respects with ERISA and, to the knowledge of the CompanyCompany and the Guarantors, each “multiemployer plan” (as defined in Section 4001 of ERISA) to which the CompanyParent Guarantor, its subsidiaries, the Guarantor subsidiaries or an ERISA Affiliate contributes (a “Multiemployer Plan”) is in compliance in all material respects with ERISA. “ERISA Affiliate” means, with respect to the Company, the Parent Guarantor or a subsidiaryits subsidiaries, 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 the Company Parent Guarantor or such subsidiary or the Guarantor is a member. Except as would not reasonably be expected to result in a Material Adverse Change, (ii) 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 the CompanyParent Guarantor, its subsidiaries or any of their ERISA Affiliates. None , (iii) no “single employer plan” (as defined in Section 4001 of ERISA) established or maintained by the CompanyParent Guarantor, its subsidiariessubsidiaries or any of their ERISA Affiliates, if such “employee benefit plan” were terminated, would have any “amount of unfunded benefit liabilities” (as defined under ERISA), (iv) neither the Guarantor or Parent Guarantor, its subsidiaries nor any of their ERISA Affiliates has incurred or reasonably expects to incur any material liability under (iA) Title IV of ERISA with respect to termination of, or withdrawal from, any “employee benefit plan” or (iiB) Section Sections 412, 4971, 4975 or 4980B of the Code. Each , and (e) each “employee benefit plan” established or maintained by the CompanyParent Guarantor, its subsidiaries, the Guarantor subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 401 of the Code is so qualified and nothing has occurred, whether by action or failure to act, which would reasonably be expected to cause the loss of such qualification.

ERISA Compliance. The Company, Company and its subsidiaries and the Guarantor Subsidiaries and any “"employee benefit plan” " (as defined under the Employee Retirement Income Security Act of 1974 (1974, as amended, “ERISA,” which term, as used herein, includes and the regulations and published interpretations thereunderthereunder (collectively, "ERISA")) established or maintained by the Company, its subsidiaries, the Guarantor Subsidiaries or their "ERISA Affiliates Affiliates" (as defined below) are in compliance in all material respects with ERISA and, to the knowledge of the Company, each “multiemployer plan” (as defined in Section 4001 of ERISA) to which the Company, its subsidiaries, the Guarantor or an ERISA Affiliate contributes (a “Multiemployer Plan”) is in compliance in all material respects with ERISA. “"ERISA Affiliate” " means, with respect to the Company, the Guarantor Company or a subsidiarySubsidiary, any member of any group of organizations described in Section 414 Sections 414(b),(c),(m) or (o) of the Internal Revenue Code of 1986 (1986, as amended, the “Code,” which term, as used herein, includes and the regulations and published interpretations thereunder) thereunder of which the Company or such subsidiary or the Guarantor Subsidiary is a member. Except as would not reasonably be expected to result in a Material Adverse Change, no “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 the Company, its subsidiaries Subsidiaries or any of their ERISA Affiliates. None Neither the Company nor any Subsidiary has ever maintained any "employee pension benefit plan" or any "employee welfare benefit plan," as such terms are defined in ERISA. Neither the Company nor any Subsidiary has any obligation to make any payment to or with respect to any former employee of the Company or any subsidiary pursuant to any retiree medical benefit or other welfare plan. No "employee benefit plan" established or maintained by the Company, its subsidiariesSubsidiaries or any of their ERISA Affiliates, if such "employee benefit plan" were terminated, would have any "amount of unfunded benefit liabilities" (as defined under ERISA). Neither the Guarantor or Company, its Subsidiaries nor any of their ERISA Affiliates has incurred or reasonably expects to incur any material liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “"employee benefit plan” " or (ii) Section Sections 412, 4971, 4975 or 4980B of the Tax Code. Each “"employee benefit plan” " established or maintained by the Company, its subsidiaries, the Guarantor Subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 401 401(a) of the Tax Code is so qualified and nothing has occurred, whether by action or failure to act, which would reasonably be expected to cause the loss of such qualification.