Common use of ERISA Compliance Clause in Contracts

ERISA Compliance. The Company and its subsidiaries and any “employee benefit plan” (as defined under the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “ERISA”)) established or maintained by the Company, its subsidiaries or, to Company’s knowledge, their “ERISA Affiliates” (as defined below) are in compliance in all material respects with ERISA. “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 thereof is a member. No “reportable event” (as defined under Section 4043 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 Affiliates, that would reasonably be expected to result in material liability to the Company or its subsidiaries. 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 Section 4001(a)(18) of ERISA) that would reasonably be expected to result in material liability to the Company and its subsidiaries. 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) Sections 412, 4971, 4975 or 4980B of the Code. 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(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 and its subsidiaries and any Each “employee benefit plan” (as defined under the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “ERISA”)) established or maintained by the Company, its subsidiaries or, to Company’s knowledge, or their respective “ERISA Affiliates” (as defined below) are in compliance in all material respects with ERISA. “ERISA Affiliate” means, with respect to the Company or any of its subsidiariesa subsidiary, 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 thereof is a member. No “reportable event” (as defined under in Section 4043 of 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 respective ERISA Affiliates, Affiliates that would reasonably be expected to result in material liability to the Company or its subsidiariesa 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 liabilitiesaccumulated funding deficiency” (as defined under in Section 4001(a)(18) 302 of ERISA) that would or any of the events set forth in Section 4043(b) of ERISA (other than events with respect to which the 30-day notice requirement under Section 4043 of ERISA has been waived) has occurred with respect to any employee benefit plan of the Company or any of its subsidiaries which could reasonably be expected to result in material liability to the Company and its subsidiariesa Material Adverse Change. Neither the Company, its subsidiaries nor any of their respective 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) Sections 412, 4971, 4975 or 4980B of the Code”. Each “employee benefit plan plan” established or maintained by the Company, its subsidiaries or any of their respective ERISA Affiliates that is intended to be qualified under Section 401(a) 401 of the Code is so qualified and, to the Company’s knowledge, 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 and its 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, and “ERISA,” which term, as used herein, includes the applicable regulations and published interpretations thereunder (collectively, “ERISA”thereunder)) established or maintained by the Company, its subsidiaries or, to Company’s knowledge, or their “ERISA Affiliates” Affiliates (as defined below) are in compliance in all material respects with ERISAthe applicable provisions of ERISA and the Internal Revenue Code of 1986 (as amended, the “Code,” which term, as used herein, includes the applicable regulations and published interpretations thereunder) except for non-compliance which would not reasonably be expected to have a Material Adverse Effect. “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 thereof is a member. No “reportable event” (as defined under in Section 4043 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 Affiliates, that would reasonably be expected to result in material liability to Affiliates (excluding those for which the Company or its subsidiaries30-day notice period has been waived). 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 in Section 4001(a)(18) of ERISA) in excess of $50,000,000. For each “employee benefit plan” that would is subject to the funding rules of Section 412 of the Code or Section 302 of ERISA, the minimum funding standard of Section 412 of the Code or Section 302 of ERISA, as applicable, has been satisfied in all material respects (without taking into account any waiver thereof or extension of any amortization period) and is reasonably be expected to result be satisfied in the future in all material liability to respects (without taking into account any waiver thereof or extension of any amortization period). Except as otherwise disclosed in the Company Registration Statement, the General Disclosure Package and its subsidiaries. Neither the Prospectus, neither the Company, any of its subsidiaries subsidiaries, nor any of their ERISA Affiliates has incurred or reasonably expects to incur any material liability under (i) Title IV of ERISA (other than for PBGC premiums due under Section 4007 of ERISA, in the ordinary course and without default) with respect to termination of, or withdrawal from, any “employee benefit plan” which has not been satisfied in full or (ii) Sections 412, 4971, 4975 or 4980B of the Code. Each “employee benefit plan plan” established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 401(a) of the Code is so qualified and, to the Company’s knowledge, and nothing has occurred, whether by action or failure to act, which would reasonably be expected to cause the loss of such qualification, except for non-compliance which would not reasonably be expected to result in any material liability.

ERISA Compliance. The Company and its subsidiaries and any “employee benefit plan” (as defined under Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “ERISA”)) established or maintained by the Company, its subsidiaries or, to Company’s knowledge, or their “ERISA Affiliates” (as defined below) are in compliance in all material respects with ERISA. “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 thereof is a member. No “reportable event” (as defined under Section 4043 4043(c) of ERISA) as to which notice has not been waived under applicable regulations 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, that would reasonably be expected to result in material liability to the Company or its subsidiariesAffiliate. 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 Section 4001(a)(18) of ERISA) that would reasonably be expected to result in material liability to the Company and its subsidiaries). 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) Sections 412, 4971, 4975 or 4980B of the Code. Each “employee benefit plan plan” established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 401(a) of the Code is so qualified and, to the Company’s knowledge, 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 Except as otherwise disclosed in the Prospectus, the Company and its subsidiaries and any “employee benefit plan” (as defined under the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “ERISA”)) established or maintained by the Company, its subsidiaries or, to Company’s knowledge, or their “ERISA Affiliates” (as defined below) are in compliance in all material respects with ERISA. “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 thereof is a member. No “reportable event” (as defined under Section 4043 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 Affiliates, that would reasonably be expected to result in material liability to the Company or its subsidiaries. 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 Section 4001(a)(18) of ERISA) that would reasonably be expected to result in material liability to the Company and its subsidiaries), for which notice has not been waived. 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) Sections 412, 4971, 4975 or 4980B of the Code. Each “employee benefit plan plan” established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 401(a) of the Code is so qualified and, to the Company’s knowledge, 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 and its subsidiaries and any “employee benefit plan” (as defined under the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “ERISA”)) established or maintained by the Company, its subsidiaries or, to Company’s knowledge, or their “ERISA Affiliates” (as defined below) are are, to their knowledge, in compliance in all material respects with ERISA. “ERISA Affiliate” means, with respect to the Company or any of its subsidiariesa subsidiary, any member of any group of organizations described in Sections 414(b), (c), (mc),(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 thereof is a member. No Except as described in the Prospectus, no “reportable event” (as defined under Section 4043 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 Affiliates. Except as described in the Prospectus, that would reasonably be expected to result in material liability to the Company or its subsidiaries. No 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 Section 4001(a)(18) of ERISA) that would reasonably be expected to result ). Except as described in material liability to the Company and its subsidiaries. Neither Prospectus, 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) Sections 412, 4971, 4975 or 4980B of the Code. Each “employee benefit plan plan” established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 401(a) of the Code is so qualified and, to except as described in the Company’s knowledgeProspectus, 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 Company and its subsidiaries and any “employee benefit plan” (as defined under the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “ERISA”)) established or maintained by the Company, its subsidiaries or, to Company’s knowledge, or their “ERISA Affiliates” (as defined below) are in compliance in all material respects with ERISA. “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 thereof is a member. No Except as could not be reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change, no “reportable event” (as defined under Section 4043 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 Affiliates, that would reasonably be expected to result in material liability to the Company or its subsidiaries. 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 Section 4001(a)(18) of ERISA) that would reasonably be expected to result in material liability to the Company and its subsidiaries). 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) Sections 412, 4971, 4975 or 4980B of the Code. 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(a) of the Code is so qualified and, to the Company’s knowledge, 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 and its subsidiaries and any “employee benefit plan” (as defined under the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “ERISA”)) established established, sponsored or maintained by the Company, its subsidiaries or, to Company’s knowledge, or their “ERISA Affiliates” (as defined below) (the “Plans”) are in compliance in all material respects with ERISA, except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change. “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 thereof is a member. No “reportable event” (as defined under Section 4043 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 Affiliates, that would reasonably be expected to result in material liability to the Company or its subsidiaries. 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 Section 4001(a)(18) of ERISA) that would reasonably be expected to result in material liability to the Company and its subsidiaries. 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” Plan or (ii) except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change with respect to Sections 412, 4971, 4975 or 4980B of the Code. Each employee benefit plan established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates Plan that is intended to be qualified under Code Section 401(a) is so qualified, and its related trust or group annuity contract is exempt from tax under Code Section 501(a). Each such Plan is the subject of an unrevoked favorable determination letter or opinion letter from the Internal Revenue Service with respect to such Plan’s qualified status under the Code is so qualified andor, with respect to a prototype or volume submitter plan, such Plan may rely on an opinion letter from the Internal Revenue Service to the prototype plan or volume submitter plan sponsor, to the Company’s knowledge, nothing effect that such Plan is so qualified. Nothing has occurred, whether occurred or is reasonably expected by action or failure Company to act, which would occur that could reasonably be expected to cause adversely affect the loss qualification or exemption of any such qualificationplan or its related trust or group annuity contract.

ERISA Compliance. The Company and Company, its subsidiaries and any “employee benefit plan” (as defined under the Employee Retirement Income Security Act of 1974, 1974 (as amended, and “ERISA,” which term, as used herein, includes the regulations and published interpretations thereunder (collectively, “ERISA”)thereunder) established or maintained by the Company, its subsidiaries orsubsidiaries, to Company’s knowledge, 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, 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 or any of its subsidiariesa subsidiary, any member of any group of organizations described in Sections 414(b), (c), (m) or (o) Section 414 of the Internal Revenue Code of 1986, 1986 (as amended, and the “Code,” which term, as used herein, includes the regulations and published interpretations thereunder (the “Code”thereunder) of which the Company or such subsidiary thereof is a member. No Except as would not reasonably be expected to result in a Material Adverse Effect, no “reportable event” (as defined under Section 4043 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 Affiliates, that would reasonably be expected to result in material liability to the Company or its subsidiaries. No “employee benefit plan” established or maintained by None of the Company, its subsidiaries 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 Section 4001(a)(18) of ERISA) that would reasonably be expected to result in material liability to the Company and its subsidiaries. Neither the 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) Sections Section 412, 4971, 4975 or 4980B of the Code. Each “employee benefit plan plan” established or maintained by the Company, its subsidiaries subsidiaries, or any of their ERISA Affiliates that is intended to be qualified under Section 401(a) 401 of the Code is so qualified and, to the Company’s knowledge, 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 and Except as would not reasonably be expected to result in a Material Adverse Effect, (A) the Parent, its 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, and “ERISA,” which term, as used herein, includes the regulations and published interpretations thereunder (collectively, “ERISA”)thereunder) established or maintained by the CompanyParent or its subsidiaries are in compliance with the applicable provisions of ERISA and, to the knowledge of the Parent, each “multiemployer plan” (as defined in Section 4001(a)(3) of ERISA) to which the Parent, its subsidiaries or, to Company’s knowledge, or any of their “ERISA Affiliates” Affiliates (as defined below) are contributes (a “Multiemployer Plan”) is in compliance in all material respects with ERISA. “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), (mB) 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 thereof is a member. No no “reportable event” (as defined under Section 4043 4043(c) of ERISA, other than an event for which the 30-day notice requirement is waived) has occurred or is reasonably expected to occur with respect to any “employee benefit plan” subject to Title IV of ERISA that is established or maintained by the CompanyParent, its subsidiaries or any of their ERISA Affiliates, that would reasonably be expected to result in material liability to the Company or its subsidiaries. No ; (C) no “employee benefit single employer plan” (as defined in Section 4001(a)(15) of ERISA) established or maintained by the CompanyParent, 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 in Section 4001(a)(18) of ERISA); (D) that would reasonably be expected to result in material liability to none of the Company and its subsidiaries. Neither the CompanyParent, its subsidiaries nor and 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) Sections 412, 4971, 4975 4971 or 4980B of the Code (as defined below); (E) neither the Parent nor its subsidiaries has incurred or reasonably expects to incur any liability under Section 4975 of the Code. Each ; and (F) each “employee benefit plan plan” established or maintained by the Company, Parent or its subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 401(a) 401 of the Code is the subject of a favorable determination or opinion letter from the Internal Revenue Service to the effect that it is so qualified and, to the Company’s knowledgeknowledge of the Parent, 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 Parent or a subsidiary, any member of any group of organizations described in Section 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 Parent or such subsidiary is a member.

ERISA Compliance. The Company and its subsidiaries and any “Except as would not, individually or in the aggregate, reasonably be expected to have a 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, as amended, and the regulations and published interpretations thereunder amended (collectively, “ERISA”)) established , for which the Company or maintained by the Company, its subsidiaries or, to Company’s knowledge, their “an ERISA Affiliates” Affiliate (as defined below) are in compliance in all material respects with ERISA. “ERISA Affiliate” which means, with respect to the Company or any of its subsidiariesCompany, any member of any group of organizations described in Sections 414(b), (c), (m414(b),(c),(m) or (o) of the Internal Revenue Code of 1986, as amended, and the regulations and published interpretations thereunder amended (the “Code”) of which the Company or such subsidiary thereof is a member. No ) would have any liability (each, a “Plan”) has been maintained in compliance with its terms and the requirements of any applicable statutes, orders, rules and regulations, including but not limited to ERISA and the Code; (ii) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Plan excluding transactions effected pursuant to a statutory or administrative exemption; (iii) for each Plan that is subject to the funding rules of Section 412 of the Code or Section 302 of ERISA, the minimum funding standards of Section 412 of the Code or Section 302 of ERISA, as applicable, have been satisfied (without taking into account any waiver thereof or extension of any amortization period) and are reasonably expected to be satisfied in the future (without taking into account any waiver thereof or extension of any amortization period); (iv) no “reportable event” (as defined under within the meaning of Section 4043 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 Affiliates, that would reasonably be expected to result in material liability to occur; (v) neither the Company or its subsidiaries. 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 Section 4001(a)(18) of ERISA) that would reasonably be expected to result in material liability to the Company and its subsidiaries. Neither the Company, its subsidiaries nor any of their its ERISA Affiliates has incurred or reasonably expects to incur any material liability under (i) Title IV of ERISA (other than contributions to the Plan or premiums to the Pension Benefit Guaranty Corporation, in the ordinary course and without default) in respect of a Plan (including a “multiemployer plan,” within the meaning of Section 4001(a)(3) of ERISA); and (vi) there is no pending audit or investigation by the Internal Revenue Service, the U.S. Department of Labor, the Pension Benefit Guaranty Corporation or any other governmental agency or any foreign regulatory agency with respect to termination of, or withdrawal from, any “employee benefit plan” or (ii) Sections 412, 4971, 4975 or 4980B of the Code. 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(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 qualificationPlan.

ERISA Compliance. The Company and its subsidiaries and any Each “employee benefit plan” (as defined under the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “ERISA”)) that is established or maintained by the Company, Company or its subsidiaries or, to Company’s knowledge, their “ERISA Affiliates” (as defined below) are is in compliance in all material respects with ERISA. “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 thereof is a member. No “reportable event” (as defined under Section 4043 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 Company or any of their its ERISA Affiliates, that would reasonably be expected to result in material liability to the Company or its subsidiaries. No “employee benefit plan” established or maintained by the Company, its subsidiaries Company or any of their its ERISA Affiliates, if such has a “employee benefit planfunded percentage,” were terminated, would have any “amount of unfunded benefit liabilities” (as defined under Section 4001(a)(18432(j)(2) of ERISA) that would reasonably be expected to result in material liability to the Company and its subsidiariesCode of less than one hundred percent (100%). Neither the Company, its subsidiaries Company nor any of their 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) Sections 412, 4971, 4975 or 4980B of the Code. Each employee benefit plan established or maintained by the Company, its subsidiaries Company or any of their its ERISA Affiliates that is intended to be qualified under Section 401(a) of the Code is so qualified andeither (i) the recipient of a favorable determination letter from the IRS, or (ii) a volume submitter or master and prototype plan as to which the adopter is entitled to rely on the advisory or opinion letter issued by the IRS with respect to the Company’s knowledgequalified status of such plan under Section 401 of the Code to the extent provided in Revenue Procedure 2011-49, nothing and no amendment has occurred, whether by action or failure to act, which would been made nor has any event occurred that could reasonably be expected to cause the loss of adversely affect such qualification.

ERISA Compliance. The Company and its subsidiaries and any Except as would not, individually or in the aggregate, result in a Material Adverse Change, (i) each “employee benefit plan” (as defined under the Employee Retirement Income Security Act of 1974, 1974 (as amended, and “ERISA,” which term, as used herein, includes the regulations and published interpretations thereunder (collectively, “ERISA”)thereunder) established or maintained by the Company, its subsidiaries or, to Company’s knowledge, or their “ERISA Affiliates” Affiliates (as defined below) are is in compliance in all material respects with ERISA. “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), (mii) 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 thereof is a member. No no “reportable event” (as defined under Section 4043 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 Affiliates, that would reasonably be expected to result in material liability to the Company or its subsidiaries. No (iii) no “employee benefit plan” established or maintained by for which the Company, its subsidiaries Company or any ERISA Affiliate could have any liability has failed to satisfy the minimum funding standard (within the meaning of their Section 412 of the Internal Revenue Code of 1986 (as amended, the “Code,” which term, as used herein, includes the regulations and published interpretations thereunder) or Section 302 of ERISA) applicable to such plan or filed pursuant to Section 412(c) of the Code or Section 302(c) of ERISA Affiliates, if an application for a waiver of the minimum funding standard with respect to any such “employee benefit plan” were terminated, would have any “amount of unfunded benefit liabilities,” (as defined under Section 4001(a)(18iv) of ERISA) that would reasonably be expected to result in material liability to the Company and its subsidiaries. Neither neither the 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” that has not been satisfied in full or (iiB) Sections 412, 4971, 4971 or 4975 or 4980B of the Code. Each , and (v) each “employee benefit plan plan” established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 401(a) 401 of the Code has received a favorable determination letter from the Internal Revenue Service with respect to its qualified status and the Company is so qualified and, not aware of any circumstances reasonably likely to the Company’s knowledge, nothing has occurred, whether by action or failure to act, which would reasonably be expected to cause result in the loss of the qualification of any such qualificationplan under Section 401 of the Code. “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 Except as otherwise disclosed in the Registration Statement and the Prospectus, to the Company’s knowledge, the Company and its subsidiaries and any “employee benefit plan” (as defined under the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “ERISA”)) established or maintained by the Company, its subsidiaries or, to Company’s knowledge, or their “ERISA Affiliates” (as defined below) are 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 or any of its subsidiariesa subsidiary, 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 thereof is a member. No “reportable event” (as defined under Section 4043 of 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, that would reasonably be expected to result in material liability to the Company or its subsidiaries. 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 Section 4001(a)(18) ERISA). None of ERISA) that would reasonably be expected to result in material liability to the Company and its subsidiaries. Neither the Company, its subsidiaries nor 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) 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 plan” established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 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 and its subsidiaries Obligors and any “employee benefit plan” (as defined under the Employee Retirement Income Security Act of 1974, 1974 (as amended, and “ERISA,” which term, as used herein, includes the regulations and published interpretations thereunder (collectivelythereunder) established, “ERISA”)) established maintained, sponsored, contributed to or maintained required to be contributed to, by the Company, its subsidiaries or, to Company’s knowledge, Obligors or their “ERISA Affiliates” 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 Obligors, each “multiemployer plan” (as defined in Section 4001 of ERISA) to which the Obligors or an ERISA Affiliate (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 the Company or any of its subsidiariesthe Obligors, any member of any group of organizations described in Sections entity that would be considered a single employer with such Obligor under Section 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 thereof is a member. No “reportable event” (as defined under Section 4043 of 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 Affiliates, that would Affiliates or with respect to which any of the foregoing has or could reasonably be expected to result in material have any liability (other than a Multiemployer Plan) or, to the Company or its subsidiaries. No “employee benefit plan” established or maintained by knowledge of the CompanyObligors, 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 Section 4001(a)(18) of ERISA) that would is reasonably be expected to result in material liability occur with respect to any Multiemployer Plan. None of the Company and its subsidiaries. Neither the Company, its subsidiaries nor 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) 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 plan” 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 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(a) 401 of the Code is so qualified, to the knowledge of the Obligors, each Multiemployer Plan is so qualified and, to the Company’s knowledgeknowledge 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 and its subsidiaries and any “employee benefit plan” (as defined under the Employee Retirement Income Security Act of 1974, 1974 (as amended, and “ERISA,” which term, as used herein, includes the regulations and published interpretations thereunder (collectively, “ERISA”thereunder)) established or maintained by the Company, its subsidiaries or, to Company’s knowledge, or their “ERISA Affiliates” (as defined belowherein) 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 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 or any of its subsidiariesa subsidiary, any member of any group of organizations described in Sections 414(b), (c), (m) or (o) Section 414 of the Internal Revenue Code of 1986, 1986 (as amended, and the “Code,” which term, as used herein, includes the regulations and published interpretations thereunder (the “Code”thereunder) of which the Company or such subsidiary thereof is a member. No “reportable event” (as defined under Section 4043 of ERISA) has occurred or is reasonably expected to occur with respect to any “employee benefit plan” (as defined in Section 4001 of ERISA) established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates. Except as disclosed in the General Disclosure Package and the Prospectus, no “employee benefit plan” established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates, that would reasonably be expected to result in material liability to the Company or its subsidiaries. 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 has an “amount of unfunded benefit liabilities” (as defined under Section 4001(a)(18) ERISA). None of ERISA) that would reasonably be expected to result in material liability to the Company and its subsidiaries. Neither the Company, its subsidiaries nor 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) Sections 412, 4971, 4975 or 4980B of the Code. Each “employee benefit plan plan” established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 401(a) 401 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 and its subsidiaries and Borrower will promptly furnish to the Administrative Agent (i) immediately upon becoming aware of the occurrence of any ERISA Event or of any “employee benefit planprohibited transaction,” (as defined under described in section 406 of ERISA or in section 4975 of the Employee Retirement Income Security Act of 1974Code, as amended, and the regulations and published interpretations thereunder (collectively, “ERISA”)) established or maintained by the Company, its subsidiaries or, to Company’s knowledge, their “ERISA Affiliates” (as defined below) are in compliance in all material respects connection with ERISA. “ERISA Affiliate” means, with respect to the Company any Plan 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 trust created thereunder (the “Code”) of which the Company or such subsidiary thereof is a member. No “reportable event” (as defined under Section 4043 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 Affiliates, that would could reasonably be expected to result in material liability have a Material Adverse Effect, a written notice signed by a Responsible Officer, specifying the nature thereof, what action the Borrower, any of its Subsidiaries or any ERISA Affiliate is taking or proposes to the Company take with respect thereto, and, when known, any action taken or its subsidiaries. No “employee benefit plan” established or maintained proposed by the CompanyInternal Revenue Service, its subsidiaries the Department of Labor or the PBGC with respect thereto, and (ii) immediately upon receipt thereof, copies of any notice of their ERISA Affiliates, if such “employee benefit plan” were terminated, would the PBGC’s intention to terminate or to have a trustee appointed to administer any “amount of unfunded benefit liabilities” (as defined under Section 4001(a)(18) of ERISA) Plan that would could reasonably be expected to result in material liability to the Company and its subsidiarieshave 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 With respect to termination ofeach Plan (other than a Multiemployer Plan), the Borrower will, and will cause each Subsidiary and ERISA Affiliate to, (A) satisfy in full and in a timely manner, without incurring any late payment or withdrawal from, any “employee benefit plan” underpayment charge or (ii) Sections 412, 4971, 4975 or 4980B of the Code. Each employee benefit plan established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates penalty that is intended to be qualified under Section 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 could reasonably be expected to have a Material Adverse Effect and without giving rise to any Lien securing an amount in excess of $50,000,000, 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 (determined without regard to sections 303, 304 and 306 of ERISA), and (B) pay, or cause to be paid, to the loss PBGC in a timely manner, without incurring any late payment or underpayment charge or penalty that could reasonably be expected to have a Material Adverse Effect, all premiums required pursuant to sections 4006 and 4007 of such qualificationERISA.

ERISA Compliance. The Company and its subsidiaries and any “employee benefit plan” (as defined under in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “ERISA”)) established or maintained by the Company, its subsidiaries oror their ERISA Affiliates (each, to Company’s knowledge, their a “ERISA Affiliates” (as defined belowPlan”) are in compliance in all material respects with ERISA, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. “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 amended (the “Internal Revenue Code”) ), of which the Company or such subsidiary thereof Significant Subsidiary is a member. No “reportable event” (as defined under in Section 4043 of ERISA) has occurred or is reasonably expected to occur with respect to any “employee benefit plan” established Plan, except as would not, individually or maintained by in the Companyaggregate, its subsidiaries or any of their ERISA Affiliates, that would reasonably be expected to result in material liability to the Company or its subsidiarieshave a Material Adverse Effect. No “employee benefit plan” established Plan that is subject to Section 302 of ERISA or maintained by Section 412 of the CompanyInternal Revenue Code has failed to meet the minimum funding standards set forth therein, its subsidiaries except as would not, individually or any of their ERISA Affiliatesin the aggregate, if such “employee benefit plan” were terminated, would have any “amount of unfunded benefit liabilities” (as defined under Section 4001(a)(18) of ERISA) that would reasonably be expected to result in material liability to the Company and its subsidiarieshave 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 benefit plan” or Plan, (ii) 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 as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each “employee benefit plan plan” established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 401(a) of the Internal Revenue Code is so qualified has received a favorable determination letter from the Internal Revenue Service and, to the Company’s knowledge, nothing has occurred, whether by action or failure to act, which is reasonably likely to cause disqualification of any such Plan under Section 401(a) of the Internal Revenue Code, except as would not, individually or in the aggregate, reasonably be expected to cause the loss of such qualificationhave a Material Adverse Effect.

ERISA Compliance. The Except as otherwise disclosed in the Time of Sale Prospectus, the Company and its subsidiaries and any “employee benefit plan” (as defined under the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “ERISA”)) established or maintained by the Company, its subsidiaries or, to Company’s knowledge, or their “ERISA Affiliates” (as defined below) are in compliance in all material respects with ERISA. “ERISA Affiliate” means, with respect to the Company or any of its subsidiariesa subsidiary, any member of any group of organizations described in Sections 414(b), (c), (m414(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 thereof is a member. No “reportable event” (as defined under Section 4043 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 Affiliates, that would reasonably be expected to result in material liability to the Company or its subsidiaries. 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 Section 4001(a)(18) of ERISA) that would reasonably be expected to result in material liability to the Company and its subsidiaries). 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) Sections 412, 4971, 4975 or 4980B of the Code. Each “employee benefit plan plan” established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 401(a) of the Code is so qualified and, to the Company’s knowledge, 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 Except as otherwise disclosed in the Offering Memorandum, the Partnership and its subsidiaries and any “employee benefit plan” (as defined under the Employee Retirement Income Security Act of 1974, 1974 (as amended, and “ERISA,” which term, as used herein, includes the regulations and published interpretations thereunder (collectively, “ERISA”)thereunder) established or maintained by the CompanyPartnership, its subsidiaries or, to Company’s knowledge, or their “ERISA Affiliates” Affiliates (as defined below) are in compliance in all material respects with ERISA, except for where any failure to comply would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change. “ERISA Affiliate” means, with respect to the Company Partnership or any of its subsidiariesa subsidiary, any member of any group of organizations described in Sections 414(b), (c), (m) or (o) Section 414 of the Internal Revenue Code of 1986, 1986 (as amended, and the “Internal Revenue Code,” which term, as used herein, includes the regulations and published interpretations thereunder (the “Code”thereunder) of which the Company Partnership or such subsidiary thereof is a member. No “reportable event” (as defined under Section 4043 of ERISAERISA but excluding any event for which the 30-day notice period is waived) has occurred that has not been timely reported or is reasonably expected to occur with respect to any “employee benefit plan” established or maintained by the CompanyPartnership, its subsidiaries or any of their ERISA Affiliates, that would reasonably be expected to result in material liability to the Company or its subsidiaries. No “employee employer pension benefit plan” (as defined under ERISA) established or maintained by the CompanyPartnership, its subsidiaries or any of their ERISA Affiliates, if such “employee employer pension benefit plan” were terminated, would have any “amount of unfunded benefit liabilities” (as defined under Section 4001(a)(18) of ERISA) that ), except as would not reasonably be expected expected, individually or in the aggregate, to result in material liability to the Company and its subsidiariesa Material Adverse Change. Neither the CompanyPartnership, its subsidiaries nor any of their ERISA Affiliates has incurred or reasonably expects to incur any material liability that would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change under either (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “employee employer pension benefit plan” or (ii) Sections 412, 4971, 4975 or 4980B of the Internal Revenue Code. Each employee “employer pension benefit plan plan” established or maintained by the CompanyPartnership, its subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 401(a) 401 of the Internal Revenue Code is so qualified and, to the Company’s knowledge, 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 and its subsidiaries and any “employee benefit plan” (as defined under the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “ERISA”)) established or maintained by the Company, its subsidiaries or, to Company’s knowledge, or their “ERISA Affiliates” (as defined below) are in compliance in all material respects with ERISA. “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 thereof is a member. No “reportable event” (as defined under Section 4043 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 Affiliates, that . Except as would not reasonably be expected expected, individually or in the aggregate, to result in material liability to the Company or its subsidiaries. No have a Material Adverse Effect, 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 Section 4001(a)(18) of ERISA) that would reasonably be expected to result in material liability to the Company and its subsidiaries). 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) Sections 412, 4971, 4975 or 4980B of the Code. 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(a) of the Code is so qualified and, to the Company’s knowledge, 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, the Operating Partnership, and its their subsidiaries and any “employee benefit plan” (as defined under the Employee Retirement Income Security Act of 1974, 1974 (as amended, and “ERISA,” which term, as used herein, includes the regulations and published interpretations thereunder (collectively, “ERISA”)thereunder) established or maintained maintained, or required to be contributed to, by the Company, its subsidiaries orthe Operating Partnership, to Company’s knowledgetheir subsidiaries, or their “ERISA Affiliates” (as defined below) are in compliance in all material respects with ERISAthe requirements of any applicable statutes, orders, rules and regulations, including but not limited to ERISA and the Code, and the terms of the applicable plan, except as disclosed in the Registration Statement or the Prospectus or as would not reasonably be expected to have a Material Adverse Effect. “ERISA Affiliate” means, with respect to the Company Company, the Operating Partnership, or any of its subsidiariesa subsidiary, any trade or business (whether or not incorporated) that is a member of any a group of organizations described in Sections 414(b), (c), (m) or (o) that is treated as a single employer under Section 414 of the Internal Revenue Code or Section 4001 of 1986, as amended, and the regulations and published interpretations thereunder (the “Code”) ERISA of which the Company Company, the Operating Partnership or such subsidiary thereof is a member. No Except, in each case, for any such matter that is disclosed in the Registration Statement or the Prospectus or that would not reasonably be expected to have a Material Adverse Effect, (i) no “reportable event” (as defined under Section 4043 of 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 the Operating Partnership, their subsidiaries, or any of their ERISA Affiliates, that would reasonably be expected to result in material liability to the Company or its subsidiaries. No ; (ii) no “employee benefit plan” established or maintained maintained, or required to be contributed to, by the Company, its subsidiaries the Operating Partnership, their 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 Section 4001(a)(18ERISA); (iii) of ERISA) that would reasonably be expected to result in material liability to the Company and its subsidiaries. Neither neither the Company, its subsidiaries the Operating Partnership, their 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) under Sections 412, 4971, 4975 or 4980B of the Code. Each Code or Section 4062(e) of ERISA; and (iv) each “employee benefit plan plan” established or maintained maintained, or required to be contributed to, by the Company, its subsidiaries the Operating Partnership, their subsidiaries, or any of their ERISA Affiliates that is intended to be qualified under Section 401(a) 401 of the Code is so qualified and, to the Company’s knowledge, 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 Except as would not result in a Material Adverse Change, (A) the Company and its subsidiaries and any “employee benefit plan” (as defined under the Employee Retirement Income Security Act of 1974, 1974 (as amended, and “ERISA,” which term, as used herein, includes the regulations and published interpretations thereunder (collectively, “ERISA”)thereunder) established or maintained by the Company, Company and its subsidiaries or, to Company’s knowledge, or their “ERISA Affiliates” Affiliates (as defined below) are in compliance in all material respects with ERISA. “the applicable provisions of ERISA Affiliate” meansand, 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) knowledge of the Internal Revenue Code Company, each “multiemployer plan” (as defined in Section 4001 of 1986ERISA) to which the Company, as amended, and the regulations and published interpretations thereunder its subsidiaries or an ERISA Affiliate contributes (the a “CodeMultiemployer Plan”) are in compliance in all material respects with the applicable provisions of which the Company or such subsidiary thereof is a member. No ERISA; (B) no “reportable event” (as defined under Section 4043 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 Affiliates, that would reasonably be expected to result in material liability to the Company or its subsidiaries. No ; (C) no “employee benefit single employer plan” (as defined in Section 4001 of ERISA) 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 Section 4001(a)(18ERISA); (D) of ERISA) that would reasonably be expected to result in material liability to the Company and its subsidiaries. Neither 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) Sections 412, 4971, 4975 or 4980B of the Code. Each ; and (E) each “employee benefit plan plan” established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 401(a) 401 of the Code is so qualified and, to the Company’s knowledge, 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. (A) The Company minimum funding standard under Sections 412 and its subsidiaries 430 of the Internal Revenue Code of 1986, as amended (the “Code”) and any “employee benefit plan” (as defined under Sections 302 and 303 of the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “ERISA”), has been satisfied by each “pension plan” (as defined in Section 3(2) of ERISA) that has been established or maintained by the Company, its subsidiaries or, to Company’s knowledge, the Subsidiaries and their “ERISA Affiliates” Affiliates (as defined below); (B) are each of the Company and the Subsidiaries has fulfilled its obligations, if any, under Section 515 of ERISA; (C) each pension plan and welfare plan established or maintained by the Company and the Subsidiaries is in compliance with the currently applicable provisions of ERISA; (D) the fair market value of the assets under each pension plan established or maintained by the Company and the Subsidiaries exceeds the present value of all benefits accrued under such pension plan (determined based on those assumptions used to fund such pension plan); (E) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any pension plan established or maintained by the Company and the Subsidiaries excluding transactions effected pursuant to a statutory or administrative exemption; and (F) none of the Company and the Subsidiaries has incurred or, except as set forth or contemplated in all material respects the Registration Statement, the General Disclosure Package and the Prospectus, would reasonably be expected to incur any withdrawal liability under Section 4201 of ERISA, any liability under Section 4062, 4063, or 4064 of ERISA, or any other liability under Title IV of ERISA (other than contributions to pension plans or premiums to the Pension Benefit Guaranty Corporation, in the ordinary course and without default); except, in each case with ERISArespect to clauses (A) through (F) hereof, as would not reasonably be expected to result in a Material Adverse Effect. “ERISA Affiliate” meansmeans any trade or business (whether or not incorporated) that, together with respect to the Company Company, could be deemed a “single employer” within the meaning of Section 4001(b)(1) of ERISA or any within the meaning of its subsidiaries, any member of any group of organizations described in Sections Section 414(b), (c), (m) or (o) of the Internal Revenue Code of 1986, as amendedCode, and the regulations and published interpretations thereunder (the “Code”) of which the Company or such subsidiary thereof is a member. No “reportable event” (as defined under Section 4043 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 Affiliates, that would reasonably be expected to result in material liability to the Company or its subsidiaries. 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 Section 4001(a)(18) of ERISA) that would reasonably be expected to result in material liability to the Company and its subsidiaries. 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) Sections 412, 4971, 4975 or 4980B of the Code. 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(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 qualificationissued thereunder.

ERISA Compliance. The Company and its subsidiaries and any “employee benefit plan” (as defined under the Employee Retirement Income Security Act of 1974, 1974 (as amended, and “ERISA,” which term, as used herein, includes the regulations and published interpretations thereunder (collectively, “ERISA”)thereunder) established or maintained by the Company, its subsidiaries or, to Company’s knowledge, or their “ERISA Affiliates” Affiliates (as defined below) are 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 or any of its subsidiariesa subsidiary, any member of any group of organizations described in Sections 414(b), (c), (m) or (o) of the Internal Revenue Code of 1986, 1986 (as amended, and the “Code,” which term, as used herein, includes the regulations and published interpretations thereunder (the “Code”thereunder)) of which the Company or such subsidiary thereof is a member. No “reportable event” (as defined under Section 4043 Title IV of ERISA) has occurred or is reasonably expected to occur with respect to any “employee benefit plan” subject to Title IV of ERISA established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates, Affiliates that would reasonably be expected to result in material liability to the Company or its subsidiariesa Material Adverse Change. No “employee benefit plan” subject to Title IV of ERISA 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 Section 4001(a)(18) Title IV of ERISA) that would reasonably be expected to result in material liability to the Company and its subsidiariesa Material Adverse Change. Neither the Company, its subsidiaries nor any of their ERISA Affiliates has incurred or reasonably expects to incur any material liability under (i) under Title IV of ERISA with respect to termination of, or withdrawal from, any “employee benefit plan,” or (ii) under Sections 412, 4971, 4971 or 4975 of the Code or 4980B (iii) for failure to comply with Section 4980B(f) of the Code, in any such case that would reasonably be expected to result in a Material Adverse Change. Each “employee benefit plan plan” established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 401(a) 401 of the Code is so qualified, except where the failure to be so qualified andwould not result in a Material Adverse Change, to the Company’s knowledge, and nothing has occurred, whether by action or failure to act, which would reasonably be expected to cause the loss of such qualification, except where such loss would not result in a Material Adverse Change.

ERISA Compliance. The Company and its subsidiaries and any “employee benefit plan” (as defined under the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “ERISA”)) established or maintained by the Company, its subsidiaries or, or to Company’s knowledgethe extent the Company has any liability, their “ERISA Affiliates” (as defined below) are in compliance in all material respects with ERISA. “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 thereof is a member. No “reportable event” (as defined under Section 4043 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 Affiliates, Affiliates that would may reasonably be expected to result in material liability to the Company or its subsidiariesa Material Adverse Change. No “employee benefit plan” established or maintained by the Company, its subsidiaries or or, to the extent the Company would have liability, any of their ERISA Affiliates, if such “employee benefit plan” were terminated, would have any material “amount of unfunded benefit liabilities” (as defined under Section 4001(a)(18) of ERISA) that would reasonably be expected to result in material liability to the Company and its subsidiaries). 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) Sections 412, 4971, 4975 or 4980B of the Code. Each employee benefit plan established or maintained by the Company, its subsidiaries or or, to the extent the Company has any liability, any of their ERISA Affiliates that is intended to be qualified under Section 401(a) of the Code is so has received a favorable determination or approval letter from the IRS with respect to such qualifications, or may rely on an opinion letter issued by the IRS with respect to a prototype plan adopted in accordance with the requirements for such reliance, or has time remaining for application to the IRS for a determination of the qualified status of such employee benefit plan for any period for which such employee benefit plan would not otherwise be covered by an IRS determination and, to the Company’s knowledge, 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 and its subsidiaries and any “"employee benefit plan” " (as defined under the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “"ERISA”")) established or maintained by the Company, its subsidiaries or, to Company’s knowledge, or their “"ERISA Affiliates” " (as defined below) are in compliance in all material respects with ERISA, except where the failure to so comply would not reasonably be expected to have a Material Adverse Effect. “"ERISA Affiliate” " means, with respect to the Company or any of its subsidiariesa subsidiary, any member of any group of organizations described in Sections 414(b), (c), (m414(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 thereof is a member. No “"reportable event” " (as defined under Section 4043 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 Affiliates, that would reasonably be expected to result in material liability to the Company or its subsidiaries. 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 Section 4001(a)(18) of ERISA) that would reasonably be expected to result in material liability to the Company and its subsidiaries). 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) Sections 412, 4971, 4975 or 4980B of the Code. Each "employee benefit plan plan" established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 401(a) of the Code is so qualified and, to the knowledge of 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 and its subsidiaries and any “(i) Each employee benefit plan” (as defined under , within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder amended (collectively, “ERISA”)) established maintained or maintained contributed to by the Company, its subsidiaries or, to Company’s knowledge, their “ERISA Affiliates” (as defined below) are in compliance in all material respects with ERISA. “ERISA Affiliate” means, with respect to the Company or any of its subsidiaries, Subsidiary or for which the Company or any Subsidiary or any member of its “Controlled Group” (defined as any organization which is a member of a controlled group of organizations described in Sections 414(b), corporations or group of trades or business (c), (mwhether or not incorporated) or (o) under common control within the meaning of Section 414 of the Internal Revenue Code of 1986, as amended, and the regulations and published interpretations thereunder amended (the “Code”) of which that includes the Company or any Subsidiary) would have any liability (each, a “Plan”) has been maintained in compliance with its terms and the requirements of any applicable statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, except for noncompliance that could not reasonably be expected to result in material liability to the Company and its Subsidiaries taken as a whole; (ii) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Plan (excluding transactions effected pursuant to a statutory or administrative exemption) that could reasonably be expected to result in a material liability to the Company and its Subsidiaries taken as a whole; (iii) for each Plan that is subject to the funding rules of Section 412 of the Code or Section 302 of ERISA, the minimum funding standard of Section 412 of the Code or Section 302 of ERISA, as applicable, has been satisfied (without taking into account any waiver thereof or extension of any amortization period) and is reasonably expected to be satisfied in the future (without taking into account any waiver thereof or extension of any amortization period) except as could not reasonably be expected to result in material liability to the Company and its Subsidiaries taken as a whole; (iv) the fair market value of the assets of each Plan that is subject to the funding rules of Section 412 of the Code or Section 302 of ERISA exceeds the present value of all benefits accrued under such subsidiary thereof is Plan (determined based on those assumptions used to fund such Plan) except as could not reasonably be expected to result in material liability to the Company and its Subsidiaries taken as a member. No whole; (v) no “reportable event” (as defined under within the meaning of Section 4043 4043(c) of ERISA) has occurred or is reasonably expected to occur with respect to any “employee benefit plan” established Plan subject to Title IV of ERISA that either has resulted, or maintained by the Company, its subsidiaries or any of their ERISA Affiliates, that would could reasonably be expected to result result, in material liability to the Company and its Subsidiaries taken as a whole; (vi) neither the Company nor any member of the Controlled Group has incurred, nor reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the Plan or its subsidiaries. No premiums to the Pension Benefit Guaranty Corporation (“employee benefit PBGC”), in the ordinary course and without default) in respect of a Plan (including a “multiemployer plan,” established within the meaning of Section 4001(a)(3) of ERISA); and (vii) there is no pending audit or investigation by the Internal Revenue Service, the U.S. Department of Labor, the PBGC or any other governmental agency or any foreign regulatory agency with respect to any Plan maintained by the Company or any Subsidiary or, to the knowledge of the Company, its subsidiaries or any of their ERISA Affiliatesother Plan, if such “employee benefit plan” were terminated, would have any “amount of unfunded benefit liabilities” (as defined under Section 4001(a)(18) of ERISA) that would could reasonably be expected to result in material liability to the Company and its subsidiariesSubsidiaries taken as a whole. Neither A material increase in the Company, aggregate amount of contributions required to be made to all Plans by the Company and 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) Sections 412, 4971, 4975 or 4980B Subsidiaries in the current fiscal year of the Code. Each employee benefit plan established or maintained by Company compared to the Company, its subsidiaries or any amount of their ERISA Affiliates that is intended to be qualified under Section 401(a) of the Code is so qualified and, to such contributions made in the Company’s knowledge, nothing most recently completed fiscal year has occurred, whether by action not occurred or failure is not reasonably likely to act, which would reasonably be expected to cause the loss of such qualificationoccur.

ERISA Compliance. The Company and its subsidiaries and any “employee benefit plan” (as defined under in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “ERISA”)) subject to Title IV of ERISA that is established or maintained by the Company, its subsidiaries or, to Company’s knowledge, or their “ERISA Affiliates” Affiliates (as defined below) for the benefit of their employees are in compliance in all material respects with ERISA. “ERISA Affiliate” means, with respect to the Company or any of its subsidiariesa subsidiary, 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 amended (the “Internal Revenue Code”) ), of which the Company or such subsidiary thereof is a member. No “reportable event” (as defined under Section 4043 of ERISA) has occurred or is reasonably expected to occur with respect to any “employee benefit plan” subject to Title IV of ERISA that is established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates, that would reasonably be expected to result in material liability to Affiliates for the Company or its subsidiariesbenefit of their employees. No “employee benefit plan” subject to Title IV of ERISA that is 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 Section 4001(a)(18) of ERISA) that would reasonably be expected to result in material liability to the Company and its subsidiaries). 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) 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 plan” established or maintained by the Company, Company or its subsidiaries or any for the benefit of their ERISA Affiliates employees that is intended to be qualified under Section 401(a) of the Internal Revenue Code is so qualified and, to has received a favorable determination letter from the Company’s knowledge, 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 reasonably be expected to result in a Material Adverse Effect: (a) the Company and its subsidiaries and any “employee benefit planEmployee Benefit Plan” (as defined under the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “ERISA”)) established or maintained by the Company, Company or its subsidiaries or, to Company’s knowledge, their “ERISA Affiliates” (as defined below) are is and has been operated in compliance with its terms and all applicable laws, including ERISA and the Code; (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 or any of its ERISA Affiliates; (c) no failure to satisfy the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA), whether or not waived, has occurred or is reasonably expected to occur with respect to any Employee Benefit Plan; (d) no Employee Benefit Plan established or maintained by the Company or any of its ERISA Affiliates, if such Employee Benefit Plan were terminated, would have any “amount of unfunded benefit liabilities” (as defined under ERISA), as the fair market value of the assets under each Employee Benefit Plan (excluding for these purposes accrued but unpaid contributions) exceeds the present value of all benefits accrued under such Employee Benefit Plan (determined based on those assumptions used to fund such Employee Benefit Plan); (e) neither the Company nor any of its ERISA Affiliates has incurred or reasonably expects to incur any liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any Employee Benefit Plan, (ii) Sections 412 and 430, 4971, 4975 or 4980B of the Code or (iii) Sections 302 and 303, 406, 4063 and 4064 of ERISA; and (f) each Employee Benefit Plan established or maintained by the Company or any of its ERISA Affiliates that is intended to be qualified under Section 401(a) of the Code is so qualified 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. There is no pending audit or investigation by the Internal Revenue Service, the U.S. Department of Labor, the Pension Benefit Guaranty Corporation or any other governmental or other regulatory entity or agency with respect to any Employee Benefit Plan that could reasonably be expected to result in all material respects with ERISAa Material Adverse Effect. Except as would not reasonably be expected to result in a Material Adverse Effect, the Company has no “accumulated post-retirement benefit obligations” (within the meaning of Statement of Financial Accounting Standards 106). For the purposes of this Section 1(a)(xl), “ERISA Affiliate” means, with respect to the Company or any of its subsidiariesCompany, 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 thereof is a member. No “reportable event” (as defined under Section 4043 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 Affiliates, that would reasonably be expected to result in material liability to the Company or its subsidiaries. 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 Section 4001(a)(18) of ERISA) that would reasonably be expected to result in material liability to the Company and its subsidiaries. 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) Sections 412, 4971, 4975 or 4980B of the Code. 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(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 Each of the Company and its subsidiaries Subsidiaries and any “employee benefit plan” (as defined under in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated and interpretations published interpretations thereunder thereunder, (collectively, “ERISA”)) established or maintained by the Company, Company or its subsidiaries or, to Company’s knowledge, Subsidiaries or their “respective ERISA Affiliates” Affiliates (as defined below) are are, in each case, in compliance in all material respects with ERISA. “ERISA Affiliate” means, with respect to the Company or any of its subsidiariesSubsidiaries, any member of any group of organizations described in Sections 414(b), (c), (m) or (o) Section 414 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 thereof Subsidiary, as applicable, is a member. No “reportable event” (as defined under within the meaning of Section 4043 of ERISA) or “prohibited transaction” (within the meaning of Section 4975 of the Code or Section 406 of ERISA) has occurred or is would reasonably be expected to occur with respect to any “employee benefit plan” established or maintained by any of the Company, Company or its subsidiaries Subsidiaries or any of their respective ERISA Affiliates, that Affiliates with respect to which any of the Company or its Subsidiaries or any of their respective ERISA Affiliates would reasonably be expected to result in have any material liability liability. With respect to the Company or its subsidiaries. No “any employee benefit plan” plan established or maintained by the Company, Company or any of its subsidiaries Subsidiaries or any of their respective ERISA Affiliates, if there has been no, and it is not reasonably likely that there will be any, (i) failure to satisfy the applicable minimum funding standards set forth in Sections 412 or 430 of the Code or Section 302 of ERISA, whether or not waived, or (ii) determination that any such “employee benefit planplan is or is expected to be in “at-risk” were terminatedstatus, would have any “amount within the meaning of unfunded benefit liabilities” (as defined under Section 4001(a)(18) 430 of the Code or Section 303 of ERISA) that would reasonably be expected to result in material liability to . None of the Company and or its subsidiaries. Neither the Company, its subsidiaries nor Subsidiaries or any of their respective ERISA Affiliates has incurred or reasonably expects expect to incur any material liability under (i) Title IV of ERISA with respect to termination of, or withdrawal (including partial withdrawal) from, any “employee benefit plan” or (ii) Sections 412, 4971, 4975 or 4980B of the Code. Each “employee benefit plan plan” established or maintained by the Company, Company or any of its subsidiaries Subsidiaries or any of their respective ERISA Affiliates Affiliates, in each case, that is intended to be qualified under Section 401(a) 401 of the Code is so qualified and, to the Company’s knowledge, and nothing has occurred, whether by action or failure to act, which would reasonably be expected to cause the loss of such qualification. None of the Company or any of its Subsidiaries or their respective ERISA Affiliates participates in, or otherwise could reasonably be expected to incur any liability with respect to, any “multiemployer plan” (as defined in Section 4001 of ERISA).

ERISA Compliance. The Company and Except as would not reasonably be expected to result in a Material Adverse Effect, (A) the Company, its 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, and “ERISA,” which term, as used herein, includes the regulations and published interpretations thereunder (collectively, “ERISA”)thereunder) established or maintained by the Company or its subsidiaries are in compliance with the applicable provisions of ERISA and, to the knowledge of the Company, each “multiemployer plan” (as defined in Section 4001(a)(3) of ERISA) to which the Company, its subsidiaries or, to Company’s knowledge, or any of their “ERISA Affiliates” Affiliates (as defined below) are contributes (a “Multiemployer Plan”) is in compliance in all material respects with ERISA. “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), (mB) 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 thereof is a member. No no “reportable event” (as defined under Section 4043 4043(c) of ERISA, other than an event for which the 30-day notice requirement is waived) has occurred or is reasonably expected to occur with respect to any “employee benefit plan” subject to Title IV of ERISA that is established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates, that would reasonably be expected to result in material liability to the Company or its subsidiaries. No ; (C) no “employee benefit single employer plan” (as defined in Section 4001(a)(15) of ERISA) 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 in Section 4001(a)(18) of ERISA); (D) that would reasonably be expected to result in material liability to the Company and its subsidiaries. Neither none of the Company, its subsidiaries nor and 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) Sections 412, 4971, 4975 4971 or 4980B of the Code (as defined below); (E) neither the Company nor its subsidiaries has incurred or reasonably expects to incur any liability under Section 4975 of the Code. Each ; and (F) each “employee benefit plan plan” established or maintained by the Company, Company or its subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 401(a) 401 of the Code is the subject of a favorable determination or opinion letter from the Internal Revenue Service to the effect that it is so qualified and, to the knowledge of 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 Affiliate” means, with respect to the Company or a subsidiary, any member of any group of organizations described in Section 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 is a member.

ERISA Compliance. The Company and its subsidiaries and any (i) Each “employee benefit plan” (as defined under within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder amended (collectively, “ERISA”)) established or maintained by the Company, its subsidiaries or, to Company’s knowledge, their “ERISA Affiliates” (as defined below) are in compliance in all material respects with ERISA. “ERISA Affiliate” means, with respect to for which the Company or any member of its subsidiaries, “Controlled Group” (defined as any organization which is a member of any a controlled group of organizations described in Sections 414(b), (c), (m) or (o) corporations within the meaning of Section 414 of the Internal Revenue Code of 1986, as amended, and the regulations and published interpretations thereunder amended (the “Code”)) would have any liability (each a “Plan”) has been maintained in compliance with its terms and with the requirements of which all applicable statutes, rules and regulations including ERISA and the Company Code; (ii) no prohibited transaction, within the meaning of Section 406 of ERISA or such subsidiary thereof is Section 4975 of the Code, has occurred with respect to any Plan excluding transactions effected pursuant to a member. No statutory or administrative exemption; (iii) with respect to each Plan subject to Title IV of ERISA (A) no “reportable event” (as defined under within the meaning of Section 4043 4043(c) of ERISA) has occurred or is reasonably expected to occur with respect to any occur, (B) no “employee benefit planaccumulated funding deficiency” established (within the meaning of Section 302 of ERISA or maintained by Section 412 of the CompanyCode), its subsidiaries whether or any of their ERISA Affiliatesnot waived, that would has occurred or is reasonably be expected to result in material liability occur, (C) the fair market value of the assets under each Plan exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan), and (D) neither the Company or any member of its subsidiaries. No “employee benefit plan” established or maintained by the CompanyControlled Group has incurred, 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 Section 4001(a)(18) of ERISA) that would reasonably be expected to result in material liability to the Company and its subsidiaries. Neither the Company, its subsidiaries nor any of their ERISA Affiliates has incurred or reasonably expects to incur incur, any material liability under (i) Title IV of ERISA with (other than contributions to the Plan or premiums to the Pension Benefit Guaranty Corporation in the ordinary course and without default) in respect to termination of, or withdrawal from, any of a Plan (including a “employee benefit multiemployer plan,” or within the meaning of Section 4001(c)(3) of ERISA); and (iiiv) Sections 412, 4971, 4975 or 4980B of the Code. Each employee benefit plan established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates each Plan that is intended to be qualified under Section 401(a) of the Code is so qualified and, to the Company’s knowledge, 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 and its subsidiaries and any “employee benefit plan” (as defined under the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “ERISA”)) established or maintained by the Company, its subsidiaries or, to the Company’s knowledge, their “ERISA Affiliates” (as defined below) are in compliance in all material respects with ERISA. “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 (collectively, the “Code”) of which the Company or such subsidiary thereof is a member. No “reportable event” (as defined under Section 4043 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 Affiliates, Affiliates that would reasonably be expected to result in material liability to the Company or its subsidiaries. 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 Section 4001(a)(18) of ERISA) that would reasonably be expected to result in material liability to the Company and its subsidiaries. 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) Sections 412, 4971, 4975 or 4980B of the Code. 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(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 Except as would not, individually or in the aggregate, have a Material Adverse Effect, (i) the Company and its subsidiaries and any “employee benefit plan” (as defined under in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “ERISA”)) established or maintained by the Company, its subsidiaries or, to Company’s knowledge, or their “ERISA Affiliates” Affiliates (as defined below) are in compliance in all material respects with ERISA. “; (ii) no prohibited transactions, within the meaning of Section 406 of 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) Section 4975 of the Internal Revenue Code of 1986Code, as amended, and the regulations and published interpretations thereunder (the “Code”) has occurred with respect to any employee benefit plan, excluding transactions effected pursuant to a statutory or administrative exemption; (iii) no employee benefit plan is or is reasonably expected to be in “at risk status” (within the meaning of which the Company or such subsidiary thereof ERISA) and no plan that is a member. No “multiemployer plan” (within the meaning of ERISA) is in “endangered status” or “critical status” (within the meaning of ERISA); (iv) no “reportable event” (as defined under Section 4043 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 Affiliates, that would reasonably be expected to result in material liability to ; (v) the Company or its subsidiaries. No fair market value of the assets of each “employee benefit plan” established or maintained by exceeds the Company, its subsidiaries or any present value of their ERISA Affiliates, if all benefits accrued under such “employee benefit plan (determined based on those assumptions used to fund such employee benefit plan” were terminated, would have any “amount of unfunded benefit liabilities” ); and (as defined under Section 4001(a)(18vi) of ERISA) that would reasonably be expected to result in material liability to the Company and its subsidiaries. Neither neither the 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) Sections 412, 4971, 4971 or 4975 of the Code or (c) Section 4980B of the CodeCode with respect to the excise tax imposed thereunder. Each “employee benefit plan plan” established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 401(a) of the Code is so qualified and, to has received a favorable determination letter from the Company’s knowledge, Internal Revenue Service and nothing has occurred, whether by action or failure to act, which is reasonably likely to cause disqualification of any such “employee benefit plan” under Section 401(a) of the Code and, except as would not reasonably be expected to cause result in any material liability to the loss Company or any of its subsidiaries, the Company has not failed (whether or not waived), or is not reasonably expected to fail, to satisfy the minimum funding standards (within the meaning of Section 302 of ERISA or Section 412 of the Code) applicable to such qualificationplan with respect to any employee benefit plan established or maintained by the Company or any of its subsidiaries. “ERISA Affiliate” means, with respect to the Company or a subsidiary, any member of any group of organizations described in Sections 414(b), (c), (m) or (o) of the Code or Section 4001(a)(14) of ERISA of which the Company or such subsidiary is a member.

ERISA Compliance. The 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 any “employee benefit plan” (as defined under the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “ERISA”)) established or maintained by the Company, Company or its subsidiaries orthat is subject to ERISA (each, to Company’s knowledge, their a “Company ERISA Affiliates” (as defined belowPlan”) are in compliance in all material respects with ERISA, and (ii) no “reportable event” (as defined under ERISA) has occurred or is reasonably expected to occur in connection with the offering of the Offered ADSs with respect to any Company ERISA Plan. No Company ERISA Plan or “employee benefit plan” established or maintained by any “ERISA Affiliate” (as defined below) of the Company that is subject to ERISA, if such plan were terminated, would reasonably be expected to have any material “amount of unfunded benefit liabilities” (as defined under ERISA). Neither the Company, its subsidiaries nor any of their ERISA Affiliates has incurred or reasonably expects to incur any liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “employee benefit plan” or (ii) Sections 412, 4971, 4975 or 4980B of the Internal Revenue Code of 1986, as amended, and the regulations and published interpretations thereunder (the “Code”), except in the case of (i) and (ii), as would not be expected to result in material liability to the Company or its subsidiaries. No Company ERISA Plan is intended to be qualified under Section 401(a) of the Code. 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 thereof is a member. No “reportable event” (as defined under Section 4043 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 Affiliates, that would reasonably be expected to result in material liability to the Company or its subsidiaries. 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 Section 4001(a)(18) of ERISA) that would reasonably be expected to result in material liability to the Company and its subsidiaries. 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) Sections 412, 4971, 4975 or 4980B of the Code. 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(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 Except as would not, individually or in the aggregate, have a Material Adverse Effect, (i) the Company and its subsidiaries and any “employee benefit plan” (as defined under in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “ERISA”)) established or maintained by the Company, its subsidiaries or, to Company’s knowledge, or their “ERISA Affiliates” Affiliates (as defined below) are in compliance in all material respects with ERISA. “; (ii) no prohibited transactions, within the meaning of Section 406 of 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) Section 4975 of the Internal Revenue Code of 1986Code, as amended, and the regulations and published interpretations thereunder amended (the “Code”) has occurred with respect to any employee benefit plan, excluding transactions effected pursuant to a statutory or administrative exemption; (iii) no employee benefit plan is or is reasonably expected to be in “at risk status” (within the meaning of which the Company or such subsidiary thereof ERISA) and no plan that is a member. No “multiemployer plan” (within the meaning of ERISA) is in “endangered status” or “critical status” (within the meaning of ERISA); (iv) no “reportable event” (as defined under Section 4043 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 Affiliates, that would reasonably be expected to result in material liability to the Company or its subsidiaries. No ; (v) 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 Section 4001(a)(18) of ERISA) that would reasonably be expected to result in material liability to the Company and its subsidiaries. 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) Sections 412, 4971, 4975 or 4980B of the Code. 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(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 and its subsidiaries and any “employee benefit plan” (as defined under the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “ERISA”)) established or maintained by the Company, its subsidiaries or, to Company’s knowledge, or their “ERISA Affiliates” (as defined below) are in compliance in all material respects with ERISA, in each case except as would not be reasonably expected to have a Material Adverse Effect. “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 thereof is a member. No “reportable event” (as defined under Section 4043 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 Affiliates, Affiliates for which the Company would have any liability that would reasonably be expected to result in material liability to the Company or its subsidiarieshave a Material Adverse Effect. 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 Section 4001(a)(18) of ERISA) that would reasonably be expected to result in material liability to the Company and its subsidiaries). 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) 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 established or maintained by the Company, its 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(a) of the Code is so qualified and, to the Company’s knowledge, 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 and its subsidiaries and any “employee benefit plan” (as defined under in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “ERISA”)) subject to ERISA that are established or maintained by the Company, its subsidiaries or, to Company’s knowledge, or their “ERISA Affiliates” (as defined below) are in compliance in all material respects with ERISA. “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 thereof is a member. No “reportable event” (as defined under Section 4043 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 Affiliates, Affiliates that would is subject to Title IV of ERISA that could reasonably be expected to result in a material liability to the Company or its subsidiariesCompany. No “employee benefit plan” that is subject to Title IV of ERISA 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 for such purposes under Section 4001(a)(18) of ERISA) that would reasonably be expected to result in material liability to the Company and its subsidiaries). 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) Sections 412, 4971, 4975 or 4980B of the Code. Each “employee benefit plan plan” established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 401(a) of the Code is so qualified and, to the Company’s knowledge, 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 and its subsidiaries and any Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change, (i) each “employee benefit plan” (as defined under within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “ERISA”)) (a “Plan”) established or maintained by the Company, its subsidiaries or, to Company’s knowledge, their “ERISA Affiliates” (as defined below) are in compliance in all material respects with ERISA. “ERISA Affiliate” means, with respect to the Company or any of its subsidiaries, Subsidiaries is in compliance in all respects with ERISA; (ii) no “reportable event” (within the meaning of Section 4043(c) of ERISA) has occurred or is reasonably expected to occur with respect to any member Plan subject to the funding rules of any group of organizations described in Sections 414(b), (c), (m) or (o) Section 412 of the Internal Revenue Code of 1986, as amended, and the regulations and published interpretations thereunder (the “Code”) or Section 302 of which the Company or such subsidiary thereof ERISA and that is a member. No “reportable event” (as defined under Section 4043 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 Company or any of their its ERISA Affiliates, that would reasonably be expected to result in material liability to the Company or its subsidiaries. No as defined below (“employee benefit plan” established or maintained by the Company, its subsidiaries or any of their ERISA AffiliatesTitle IV Plan”); (iii) no Title IV Plan, if such “employee benefit plan” plan were terminated, would have any “amount of unfunded benefit liabilities” (as defined under Section 4001(a)(18ERISA); (iv) of ERISA) that would reasonably be expected to result in material liability to neither the Company and its subsidiaries. Neither the Company, its subsidiaries nor any of their 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 Title IV Plan; (iiv) the Company has not incurred and does not reasonably expect to incur any material liability under Sections 412, 4971, 4975 or 4980B of the Code. Each employee benefit plan Code with respect to any Plan established or maintained by the Company, Company or its subsidiaries Subsidiaries; and (vi) each Plan established or maintained by the Company or any of their ERISA Affiliates its Subsidiaries that is intended to be qualified under Section 401(a) of the Code is so qualified and, to the knowledge of 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 Affiliate” means, with respect to the Company, any member of any group of organizations described in Sections 414(b),(c),(m), or (o) of the Code that is treated as a single employer with the Company.

ERISA Compliance. The Company (a) Schedule 9.1.12 sets forth all Plans (including, for the avoidance of doubt and its subsidiaries without limitation, all Pension Plans and any “employee benefit plan” Foreign Plans) and Canadian Employee Plans in existence as of the date hereof. (as defined under the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “ERISA”)b) established or maintained by the Company, its subsidiaries or, to Company’s knowledge, their “ERISA Affiliates” (as defined below) are Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code, and other Applicable Laws. “ERISA Affiliate” meansEach Plan that is intended to qualify under Section 401(a) of the Code has received a favorable determination letter from the IRS for the period for which the remedial amendment period (within the meaning of Code Section 401(b) and IRS guidance) has expired or, with respect to a new Plan or a period for which the Company remedial amendment period has not expired, an application for such a letter is currently being processed by the IRS with respect thereto and, to the knowledge of the Loan Parties, nothing has occurred which would reasonably be expected to prevent, or any cause the loss of, such qualification. Each Loan Party and ERISA Affiliate has met all applicable requirements under the Code, ERISA and the Pension Protection Act of its subsidiaries2006, any member and no application for a waiver of the minimum funding standards or an extension 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 thereof is a member. No “reportable event” (as defined under Section 4043 of ERISA) amortization period has occurred or is reasonably expected to occur been made with respect to any “employee benefit plan” established Plan. (c) There are no pending or, to the knowledge of the Loan Parties, threatened claims, actions or maintained lawsuits, or action by any Governmental Authority with respect to any Plan. There has been no prohibited transaction under Section 406 of ERISA or 4975 of the Company, its subsidiaries Code or violation of the fiduciary responsibility rules of ERISA with respect to any of their ERISA Affiliates, Plan that would resulted or could reasonably be expected to result in material liability to the Company for any Loan Party or its subsidiariesAffiliate or ERISA Affiliate thereof. (d) (i) No “employee benefit plan” established ERISA Event has occurred 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 Section 4001(a)(18) of ERISA) that would could reasonably be expected to result in material liability to the Company and its subsidiaries. Neither the Companyoccur; (ii) no Pension Plan has any Unfunded Pension Liability, its subsidiaries nor any of their (iii) no Loan Party or 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 ofany Pension Plan (other than premiums due and not delinquent under Section 4007 of ERISA); (iv) no Loan Party or ERISA Affiliate has incurred, or withdrawal fromcould reasonably be expected to incur, any “employee benefit plan” liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Section 4201 or 4243 of ERISA with respect to a Multiemployer Plan; (iiv) Sections 412no Loan Party or ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or 4212(c) of ERISA; and (vi) as of the most recent valuation date for any Pension Plan or Multiemployer Plan, 4971, 4975 or 4980B the funding target attainment percentage (as defined in Section 430(d)(2) of the Code. Each employee benefit plan established ) is at least sixty percent (60%), and no Loan Party or maintained by the Company, its subsidiaries ERISA Affiliate knows of any fact or any of their ERISA Affiliates circumstance that is intended to be qualified under Section 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 could reasonably be expected to cause the loss funding target attainment percentage for any such plan to drop below sixty percent (60%) as of such qualification.date. (e) With respect to any Foreign Plan, (i) all employer and, to the knowledge of the Borrowers, employee contributions required by law or by the terms of the Foreign Plan have been made, or, if applicable, accrued, in accordance with applicable accounting practices; (ii) the fair market value of the assets of each funded Foreign Plan, the liability of each insurer for any Foreign Plan funded through insurance, or the book reserve established for any Foreign Plan, together with any accrued contributions, is sufficient to procure or provide for the accrued benefit obligations with respect to all current and former participants in such Foreign Plan according to the actuarial assumptions and valuations most recently used to account for such obligations in accordance with applicable generally accepted accounting principles; and (iii) it 125

ERISA Compliance. The Except as otherwise disclosed in the Prospectus, the Company and its subsidiaries and any “employee benefit plan” (as defined under the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “ERISA”)) established or maintained by the Company, its subsidiaries or, to Company’s knowledge, or their “ERISA Affiliates” (as defined below) are in compliance in all material respects with ERISA. “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 thereof is a member. No “reportable event” (as defined under Section 4043 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 Affiliates, that would reasonably be expected to result in material liability to the Company or its subsidiaries. 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 Section 4001(a)(18) of ERISA) that would reasonably be expected to result in material liability to the Company and its subsidiaries). 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) Sections 412, 4971, 4975 or 4980B of the Code. Each “employee benefit plan plan” established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 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 Except as otherwise disclosed in the Prospectus, to the Company’s knowledge, the Company and its subsidiaries and any “employee benefit plan” (as defined under the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “ERISA”)) established or maintained by the Company, its subsidiaries or, to Company’s knowledge, or their “ERISA Affiliates” (as defined below) are 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 or any of its subsidiariesa subsidiary, 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 thereof is a member. No “reportable event” (as defined under Section 4043 of 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, that would reasonably be expected to result in material liability to the Company or its subsidiaries. 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 Section 4001(a)(18) ERISA). None of ERISA) that would reasonably be expected to result in material liability to the Company and its subsidiaries. Neither the Company, its subsidiaries nor 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) 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 plan” established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 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 and its subsidiaries and any “employee benefit plan” "EMPLOYEE BENEFIT PLAN" (as defined under the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “"ERISA”")) established or maintained by the Company, its subsidiaries or, to Company’s knowledge, or their “"ERISA Affiliates” AFFILIATES" (as defined below) are in compliance in all material respects with ERISA. “"ERISA Affiliate” AFFILIATE" means, with respect to the Company or any of its subsidiariesa subsidiary, any member of any group of organizations described in Sections 414(b), (c), (m414(b),(c),(m) or (o) of the Internal Revenue Code of 1986, as amended, and the regulations and published interpretations thereunder (the “Code”"CODE") of which the Company or such subsidiary thereof is a member. No “reportable event” "REPORTABLE EVENT" (as defined under Section 4043 of ERISA) has occurred or is reasonably expected to occur with respect to any “employee benefit plan” "EMPLOYEE BENEFIT PLAN" established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates, that would reasonably be expected to result in material liability to the Company or its subsidiaries. No “employee benefit plan” "EMPLOYEE BENEFIT PLAN" established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates, if such “employee benefit plan” "EMPLOYEE BENEFIT PLAN" were terminated, would have any “amount of unfunded benefit liabilities” "AMOUNT OF UNFUNDED BENEFIT LIABILITIES" (as defined under Section 4001(a)(18) of ERISA) that would reasonably be expected to result in material liability to the Company and its subsidiaries). 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” "EMPLOYEE BENEFIT PLAN" or (ii) Sections 412, 4971, 4975 or 4980B of the Code. Each employee benefit plan "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(a) of the Code is so qualified and, to the knowledge of 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 Except as would not reasonably be expected to result in a Material Adverse Change, the Company and its subsidiaries and any “employee benefit plan” (as defined under the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “ERISA”)) established or maintained by the Company, its subsidiaries or, to Company’s knowledge, or their “ERISA Affiliates” (as defined below) are in compliance in all material respects with ERISA. “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 thereof is a member. No “reportable event” (as defined under Section 4043 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 Affiliates, that would reasonably be expected to result in material liability to the Company or its subsidiaries. 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 an “amount of unfunded benefit liabilities” (as defined under Section 4001(a)(18) of ERISA) that would reasonably be expected to result in material liability a Material Adverse Change. Except as would not reasonably be expected to the Company and its subsidiaries. Neither result in a Material Adverse Change, 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) Sections 412, 4971, 4975 or 4980B of the Code. Each employee benefit plan established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates that is subject to Section 412 of the Code or Title IV or ERISA and is intended to be qualified under Section 401(a) of the Code is so qualified and, to the Company’s knowledge, 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 and its subsidiaries and any Except as would not, individually or in the aggregate, result in a Material Adverse Change, (i) each “employee benefit plan” (as defined under the Employee Retirement Income Security Act of 1974, 1974 (as amended, and “ERISA,” which term, as used herein, includes the regulations and published interpretations thereunder (collectively, “ERISA”)thereunder) established or maintained by the Company, its subsidiaries or, to Company’s knowledge, or their “ERISA Affiliates” Affiliates (as defined below) are is in compliance in all material respects with ERISA. “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), (mii) 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 thereof is a member. No no “reportable event” (as defined under Section 4043 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 Affiliates, that would reasonably be expected to result in material liability to the Company or its subsidiaries. No (iii) no “employee benefit plan” established or maintained by for which the Company, its subsidiaries Company or any ERISA Affiliate could have any liability has failed to satisfy the minimum funding standard (within the meaning of their Section 412 of the Internal Revenue Code of 1986 (as amended, the “Code,” which term, as used herein, includes the regulations and published interpretations thereunder) or Section 302 of ERISA) applicable to such plan or filed pursuant to Section 412(c) of the Code or Section 302(c) of ERISA Affiliates, if an application for a waiver of the minimum funding standard with respect to any such “employee benefit plan” were terminated”, would have any “amount of unfunded benefit liabilities” (as defined under Section 4001(a)(18iv) of ERISA) that would reasonably be expected to result in material liability to the Company and its subsidiaries. Neither neither the 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” that has not been satisfied in full or (iiB) Sections 412, 4971, 4971 or 4975 or 4980B of the Code. Each , and (v) each “employee benefit plan plan” established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 401(a) 401 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.has

ERISA Compliance. The Except as would not reasonably be expected to result in a Material Adverse Change, the Company and its subsidiaries and any “"employee benefit plan” " (as defined under the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “"ERISA”")) established or maintained by the Company, its subsidiaries or, solely in the case of an employee benefit plan subject to Company’s knowledgeTitle IV of ERISA, their “"ERISA Affiliates” " (as defined below) are in compliance in all material respects with ERISA. “"ERISA Affiliate” " means, with respect to the Company or any of its subsidiariesa subsidiary, 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 thereof is a member. No “Except as would not reasonably be expected to result in a Material Adverse Change, no "reportable event” " (as defined under Section 4043 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 Affiliates, that . Except as would not reasonably be expected to result in material liability to the Company or its subsidiaries. No “employee benefit plan” established or maintained by the Companya Material Adverse Change, 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 Section 4001(a)(18) of ERISA) that would reasonably be expected to result in material liability to the Company and its subsidiaries. Neither 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) Sections 412, 4971, 4975 or 4980B of the Code. Each Except as would not reasonably be expected to result in a Material Adverse Change, each "employee benefit plan plan" established or maintained by the Company, Company or its subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 401(a) of the Code is so qualified has received a favorable determination letter from the Internal Revenue Service and, to the Company’s 's best 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 and its subsidiaries Subsidiaries and any “employee benefit plan” (as defined under the Employee Retirement Income Security Act of 1974, 1974 (as amended, and “ERISA,” which term, as used herein, includes the regulations and published interpretations thereunder (collectively, “ERISA”)thereunder) established or maintained by the Company, its subsidiaries or, to Company’s knowledge, 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 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 or any of its subsidiariesa Subsidiary, any member of any group of organizations described in Sections 414(b), (c), (m) or (o) Section 414 of the Internal Revenue Code of 1986, 1986 (as amended, and the “Code,” which term, as used herein, includes the regulations and published interpretations thereunder (the “Code”thereunder) of which the Company or such subsidiary thereof Subsidiary is a member. No “reportable event” (as defined under Section 4043 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 Subsidiaries or any of their ERISA Affiliates, that would reasonably be expected to result in material liability to the Company or its subsidiaries. No “employee benefit single employer plan” (as defined in Section 4001 of ERISA) established or maintained by the Company, its subsidiaries 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 Section 4001(a)(18) of ERISA) that would reasonably be expected to result in material liability to the Company and its subsidiaries). Neither the Company, its subsidiaries 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) Sections 412, 4971, 4975 or 4980B of the Code. Each “employee benefit plan plan” established or maintained by the Company, its subsidiaries Subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 401(a) 401 of the Code is so qualified and, to the Company’s knowledge, 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 Except as would not reasonably be expected to result in a Material Adverse Effect, the Company and its subsidiaries and any “employee benefit plan” (as defined under the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “ERISA”)) established or maintained by the Company, its subsidiaries or, to Company’s knowledge, or their “ERISA Affiliates” (as defined below) are in compliance in all material respects with ERISA. “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 thereof is a member. No “reportable event” (as defined under Section 4043 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 Affiliates, that would reasonably be expected to result in material liability to the Company or its subsidiaries. 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 an “amount of unfunded benefit liabilities” (as defined under Section 4001(a)(18) of ERISA) that would reasonably be expected to result in material liability a Material Adverse Effect. Except as would not reasonably be expected to the Company and its subsidiaries. Neither result in 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 benefit plan” or (ii) Sections 412, 4971, 4975 or 4980B of the Code. Each employee benefit plan established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates that is subject to Section 412 of the Code or Title IV or ERISA and is intended to be qualified under Section 401(a) of the Code is so qualified and, to the Company’s knowledge, 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 and its subsidiaries and and, to the knowledge of the Company, any “employee benefit plan” (as defined under the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “ERISA”)) established or maintained by the Company, its subsidiaries or, to Company’s knowledge, or their “ERISA Affiliates” (as defined below) ), are in compliance in all material respects with ERISA. “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 (collectively, the “Code”) of which the Company or such subsidiary thereof is a member. No “reportable event” (as defined under Section 4043 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 Affiliates, that would reasonably be expected to result in material liability to the Company or its subsidiaries. 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 Section 4001(a)(18) of ERISA) that would reasonably be expected to result in material liability to the Company and its subsidiaries). 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) Sections 412, 4971, 4975 or 4980B of the Code. 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(a) of the Code is so qualified and, to the Company’s knowledge, 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 and its subsidiaries and any “employee benefit plan” (as defined under the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “ERISA”)) established or maintained by the Company, its subsidiaries or, to Company’s knowledge, or their “ERISA Affiliates” (as defined below) are are, to their knowledge, in compliance in all material respects with ERISA. “ERISA Affiliate” means, with respect to the Company or any of its subsidiariesa subsidiary, any member of any group of organizations described in Sections 414(b), (c), (m414(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 thereof is a member. No Except as described in the Prospectus, no “reportable event” (as defined under Section 4043 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 Affiliates. Except as described in the Prospectus, that would reasonably be expected to result in material liability to the Company or its subsidiaries. No 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 Section 4001(a)(18) of ERISA) that would reasonably be expected to result ). Except as described in material liability to the Company and its subsidiaries. Neither Prospectus, 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) Sections 412, 4971, 4975 or 4980B of the Code. Each “employee benefit plan plan” established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 401(a) of the Code is so qualified and, to except as described in the Company’s knowledgeProspectus, 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 Except as would not be reasonably expected to have a Material Adverse Effect, the Company and its subsidiaries and any “employee benefit plan” (as defined under the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “ERISA”)) established or maintained by the Company, its subsidiaries or, to Company’s knowledge, or their “ERISA Affiliates” (as defined below) are in compliance in all material respects with ERISA. “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 thereof is a member. No “reportable event” (as defined under Section 4043 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 Affiliates, except for any such “reportable event” that would not reasonably be expected to result in material liability to the Company or its subsidiarieshave a Material Adverse Effect. 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 Section 4001(a)(18) of ERISA) ), except for any such termination that would not reasonably be expected to result in material liability to the Company and its subsidiariesa 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 benefit plan” or (ii) Sections 412, 4971, 4975 or 4980B of the Code. 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(a) of the Code is so qualified and, to the Company’s knowledge, 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 and its subsidiaries and any “"employee benefit plan” " (as defined under the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “"ERISA”")) established or maintained by the Company, its subsidiaries or, to Company’s knowledge, or their “"ERISA Affiliates” " (as defined below) are in compliance in all material respects with ERISA. “"ERISA Affiliate” " means, with respect to the Company or any of its subsidiariesa subsidiary, any member of any group of organizations described in Sections 414(b), (c), (m414(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 thereof is a member. No “Except as would not be expected to result in a Material Adverse Change, no "reportable event” " (as defined under Section 4043 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 Affiliates, that . Except as would reasonably not be expected to result in material liability to the Company or its subsidiaries. No “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 Section 4001(a)(18) of ERISA) that would reasonably be expected to result in material liability to the Company and its subsidiaries). 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) Sections 412, 4971, 4975 or 4980B of the Code, except, in each case, as would not be expected to result in a Material Adverse Change. Each "employee benefit plan plan" established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 401(a) of the Code is so qualified and, to the Company’s knowledge, and nothing has occurred, whether by action or failure to act, which would reasonably be expected to cause the loss of such qualification, except where the loss of such qualification would not be expected to result in a Material Adverse Change.

ERISA Compliance. The Company and its subsidiaries and any “employee benefit plan” (as defined under the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “ERISA”)) established or maintained by the Company, its subsidiaries or, to Company’s knowledge, or their “ERISA Affiliates” (as defined below) are in compliance in all material respects with ERISA, except where the failure to comply would not result in a Material Adverse Change. “ERISA Affiliate” means, with respect to the Company or any of its subsidiariesa subsidiary, 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 thereof is a member. No “reportable event” (as defined under Section 4043 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 Affiliates, that would reasonably be expected to result in material liability to the Company or its subsidiaries. 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 Section 4001(a)(18) of ERISA) that would reasonably be expected to result in material liability to the Company and its subsidiaries). 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) Sections 412, 4971, 4975 or 4980B of the Code. Each “employee benefit plan plan” established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 401(a) of the Code is so qualified and, to the Company’s knowledge, 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 and 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 any “employee benefit plan” (as defined under in Section 3(3) of the Employee Retirement Income Security Act of 1974, 1974 (as amended, and “ERISA,” which term, as used herein, includes the regulations and published interpretations thereunder (collectively, “ERISA”)thereunder) established or maintained by the Company, its subsidiaries or, to Company’s knowledge, or their “ERISA Affiliates” Affiliates (as defined below) are in compliance with ERISA and, to the knowledge of the Company and the Guarantors, each “multiemployer plan” (as defined in all material respects Section 4001 of ERISA) to which the Company, its subsidiaries or an ERISA Affiliate contributes (a “Multiemployer Plan”) is in compliance with ERISA. “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), (mii) 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 thereof is a member. No no “reportable event” (as defined under in Section 4043 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, that would reasonably be expected to result in material liability to the Company or its subsidiaries. No (iii) no “employee benefit single-employer plan” (as defined in Section 4001 of ERISA) established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates, if such “employee benefit plan” were is currently contemplated to be terminated, would have any “amount of unfunded benefit liabilities” (as defined under Section 4001(a)(18iv) of ERISA) that would reasonably be expected to result in material liability to the Company and its subsidiaries. Neither neither the 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) Sections 412, 4971, 4975 or 4980B of the Code. Each Code (as defined below) and (v) each “employee benefit plan plan” established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 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.or

ERISA Compliance. The Company and its subsidiaries and any “employee benefit plan” (as defined under the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “ERISA”)) established or maintained by the Company, its subsidiaries or, to Company’s knowledge, or their “ERISA Affiliates” (as defined below) are are, to their knowledge, in compliance in all material respects with ERISA. “ERISA Affiliate” means, with respect to the Company or any of its subsidiariesa subsidiary, 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 thereof is a member. No Except as described in the Prospectus, no “reportable event” (as defined under Section 4043 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 Affiliates. Except as described in the Prospectus, that would reasonably be expected to result in material liability to the Company or its subsidiaries. No 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 Section 4001(a)(18) of ERISA) that would reasonably be expected to result ). Except as described in material liability to the Company and its subsidiaries. Neither Prospectus, 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) Sections 412, 4971, 4975 or 4980B of the Code. Each “employee benefit plan plan” established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 401(a) of the Code is so qualified and, to except as described in the Company’s knowledgeProspectus, 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 Company and its subsidiaries Subsidiaries and any “employee benefit plan” (as defined under the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “ERISA”)) established or maintained by the Company, its subsidiaries or, to Company’s knowledge, Subsidiaries or their “ERISA Affiliates” (as defined below) are are, to their knowledge, in compliance in all material respects with ERISA. “ERISA Affiliate” means, with respect to the Company or any of its subsidiariesa Subsidiary, any member of any group of organizations described in Sections 414(b), (c), (mc),(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 thereof Subsidiary is a member. No Except as described in the Prospectus, no “reportable event” (as defined under Section 4043 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 Subsidiaries or any of their ERISA Affiliates. Except as described in the Prospectus, that would reasonably be expected to result in material liability to the Company or its subsidiaries. No no “employee benefit plan” established or maintained by the Company, its subsidiaries 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 Section 4001(a)(18) of ERISA) that would reasonably be expected to result ). Except as described in material liability to the Company and its subsidiaries. Neither Prospectus, neither the Company, its subsidiaries 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) Sections 412, 4971, 4975 or 4980B of the Code. Each “employee benefit plan plan” established or maintained by the Company, its subsidiaries Subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 401(a) of the Code is so qualified and, to except as described in the Company’s knowledgeProspectus, 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 Except as otherwise disclosed in the Registration Statement or the Prospectus, the Company and its subsidiaries and any “employee benefit plan” (as defined under the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “ERISA”)) established or maintained by the Company, its subsidiaries or, to Company’s knowledge, or their “ERISA Affiliates” (as defined below) are in compliance in all material respects with ERISA. “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 thereof is a member. No “reportable event” (as defined under Section 4043 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 AffiliatesAffiliates which could, that would reasonably be expected to result singly or in material liability to the Company or its subsidiariesaggregate, 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 Section 4001(a)(18) of ERISA) that would reasonably be expected to result in material liability to the Company and its subsidiaries). 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) Sections 412, 4971, 4975 or 4980B of the Code. Each “employee benefit plan plan” established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 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 could, singly or in the aggregate, cause the loss of such qualification.

ERISA Compliance. The Company and its subsidiaries and any “employee benefit plan” (as defined under the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “ERISA”)) established or maintained by the Company, its subsidiaries or, to the Company’s knowledge, their “ERISA Affiliates” (as defined below) are in compliance in all material respects with ERISA. “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 (collectively, the “Code”) of which the Company or such subsidiary thereof is a member. No “reportable event” (as defined under Section 4043 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 Affiliates, that would reasonably be expected to result in material liability to the Company or its subsidiaries. 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 Section 4001(a)(18) of ERISA) that would reasonably be expected to result in material liability to the Company and its subsidiaries). 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) Sections 412, 4971, 4975 or 4980B of the Code. 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(a) of the Code is so qualified and, to the Company’s knowledge, 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 Except as would not reasonably be expected to result in a Material Adverse Effect: (a) the Company and its subsidiaries and any “employee benefit planEmployee Benefit Plan” (as defined under the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “ERISA”)) established or maintained by the Company, Company or its subsidiaries or, to Company’s knowledge, their “ERISA Affiliates” (as defined below) are is and has been operated in compliance with its terms and all applicable laws, including ERISA and the Code; (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 or any of its ERISA Affiliates; (c) no failure to satisfy the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA), whether or not waived, has occurred or is reasonably expected to occur with respect to any Employee Benefit Plan; (d) no Employee Benefit Plan established or maintained by the Company or any of its ERISA Affiliates, if such Employee Benefit Plan were terminated, would have any “amount of unfunded benefit liabilities” (as defined under ERISA), as the fair market value of the assets under each Employee Benefit Plan (excluding for these purposes accrued but unpaid contributions) exceeds the present value of all benefits accrued under such Employee Benefit Plan (determined based on those assumptions used to fund such Employee Benefit Plan); (e) neither the Company nor any of its ERISA Affiliates has incurred or reasonably expects to incur any liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any Employee Benefit Plan, (ii) Sections 412 and 430, 4971, 4975 or 4980B of the Code or (iii) Sections 302 and 303, 406, 4063 and 4064 of ERISA; and (f) each Employee Benefit Plan established or maintained by the Company or any of its ERISA Affiliates that is intended to be qualified under Section 401(a) of the Code is so qualified 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. There is no pending audit or investigation by the Internal Revenue Service, the U.S. Department of Labor, the Pension Benefit Guaranty Corporation or any other governmental or other regulatory entity or agency with respect to any Employee Benefit Plan that could reasonably be expected to result in all material respects with ERISAa Material Adverse Effect. Except as would not reasonably be expected to result in a Material Adverse Effect, the Company has no “accumulated post-retirement benefit obligations” (within the meaning of Statement of Financial Accounting Standards 106). For the purposes of this Section 2(mm), “ERISA Affiliate” means, with respect to the Company or any of its subsidiariesCompany, 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 thereof is a member. No “reportable event” (as defined under Section 4043 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 Affiliates, that would reasonably be expected to result in material liability to the Company or its subsidiaries. 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 Section 4001(a)(18) of ERISA) that would reasonably be expected to result in material liability to the Company and its subsidiaries. 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) Sections 412, 4971, 4975 or 4980B of the Code. 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(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. (a) The Company and its subsidiaries and each ERISA Affiliate have made all required contributions to each Plan maintained or contributed to by the Company or any “employee benefit plan” (as defined under the Employee Retirement Income Security Act of 1974, as amendedSubsidiary subject to Pension Funding Rules, and no application for a funding waiver or an extension of any amortization period pursuant to Pension Funding Rules has been made with respect to any such Plan. (b) There are no pending or, to the regulations and published interpretations thereunder (collectively, “ERISA”)) established or maintained by best knowledge of the Company, its subsidiaries orthreatened claims, to Company’s knowledgeactions or lawsuits, their “ERISA Affiliates” (as defined below) are in compliance in all material respects with ERISA. “ERISA Affiliate” meansor action by any Governmental Authority, with respect to any Plan maintained or contributed to by the Company or any of its subsidiaries, any member of any group of organizations described in Sections 414(b), (c), (m) Subsidiary that could reasonably be expected to have a Material Adverse Effect. There has been no prohibited transaction or (o) violation of the Internal Revenue Code of 1986, as amended, and the regulations and published interpretations thereunder (the “Code”) of which fiduciary responsibility rules with respect to any Plan maintained or contributed to by the Company or such subsidiary thereof is any Subsidiary that has resulted or could reasonably be expected to result in a memberMaterial Adverse Effect. (c) (i) No “reportable event” (as defined under Section 4043 of ERISA) ERISA Event likely to result in a material liability for any Borrower 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 Company, its subsidiaries or any of their ERISA Affiliates, Unfunded Pension Liability that would could reasonably be expected to result in material liability to a Material Adverse Effect; (iii) neither the Company or its subsidiaries. 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 Section 4001(a)(18) of ERISA) that would reasonably be expected to result in material liability to the Company and its subsidiaries. Neither the Company, its subsidiaries nor 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 ofany Pension Plan or Multiemployer Plan maintained or contributed to by the Company or any Subsidiary (other than premiums due and not delinquent under Section 4007 of ERISA); (iv) neither the Company nor any ERISA Affiliate has incurred, or withdrawal fromreasonably expects to incur, any “employee benefit plan” material liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Sections 304 or (ii) Sections 412, 4971, 4975 4201 of ERISA with respect to a Multiemployer Plan maintained or 4980B of the Code. Each employee benefit plan established or maintained contributed to by the Company, its subsidiaries Company or any of their Subsidiary; (v) neither the Company nor any ERISA Affiliates Affiliate has engaged in a transaction that is intended to be qualified under Section 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 could reasonably be expected to cause the loss of such qualification.be subject to Sections 4069 or 4212(c) of

ERISA Compliance. The Except as otherwise disclosed in the Prospectus, the Company and its subsidiaries Subsidiaries and any “employee benefit plan” (as defined under the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “ERISA”)) established or maintained by the Company, its subsidiaries or, to Company’s knowledge, Subsidiaries or their “ERISA Affiliates” (as defined below) are in compliance in all material respects with ERISA. “ERISA Affiliate” means, with respect to the Company or any of its subsidiariesSubsidiaries, 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 thereof is a member. No “reportable event” (as defined under Section 4043 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 Subsidiaries or any of their ERISA Affiliates, that would reasonably be expected to result in material liability to the Company or its subsidiaries. No “employee benefit plan” established or maintained by the Company, its subsidiaries 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 Section 4001(a)(18) of ERISA) that would reasonably be expected to result in material liability to the Company and its subsidiaries). Neither the Company, its subsidiaries 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) Sections 412, 4971, 4975 or 4980B of the Code. Each “employee benefit plan plan” established or maintained by the Company, its subsidiaries Subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 401(a) of the Code is so qualified and, to the Company’s knowledge, 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 and its subsidiaries and any “employee benefit plan” (as defined under the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “ERISA”)) established or maintained by the Company, its subsidiaries or, to Company’s knowledge, or their “ERISA Affiliates” (as defined below) are in compliance in all material respects with ERISA. “ERISA Affiliate” means, with respect to the Company or any of its subsidiariesa subsidiary, any member of any group of organizations described in Sections 414(b), (c), (m414(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 thereof is a member. No Except as described in the General Disclosure Package, no “reportable event” (as defined under Section 4043 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 Affiliates. Except as described in the General Disclosure Package, that would reasonably be expected to result in material liability to the Company or its subsidiaries. No 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 Section 4001(a)(18) of ERISA) that would reasonably be expected to result ). Except as described in material liability to the Company and its subsidiaries. Neither General 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) Sections 412, 4971, 4975 or 4980B of the Code. Each “employee benefit plan plan” established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 401(a) of the Code is so qualified and, to except as described in the Company’s knowledgeGeneral Disclosure Package, 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 Company Except as otherwise disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Partnership and its subsidiaries and any “employee benefit plan” (as defined under the Employee Retirement Income Security Act of 1974, 1974 (as amended, and “ERISA,” which term, as used herein, includes the regulations and published interpretations thereunder (collectively, “ERISA”)thereunder) established or maintained by the CompanyPartnership, its subsidiaries or, to Company’s knowledge, or their “ERISA Affiliates” Affiliates (as defined below) are in compliance in all material respects with ERISA, except for where any failure to comply would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change. “ERISA Affiliate” means, with respect to the Company Partnership or any of its subsidiariesa subsidiary, any member of any group of organizations described in Sections 414(b), (c), (m) or (o) Section 414 of the Internal Revenue Code of 1986, 1986 (as amended, and the “Internal Revenue Code,” which term, as used herein, includes the regulations and published interpretations thereunder (the “Code”thereunder) of which the Company Partnership or such subsidiary thereof is a member. No “reportable event” (as defined under Section 4043 of ERISAERISA but excluding any event for which the 30-day notice period is waived) has occurred that has not been timely reported or is reasonably expected to occur with respect to any “employee benefit plan” established or maintained by the CompanyPartnership, its subsidiaries or any of their ERISA Affiliates, that would reasonably be expected to result in material liability to the Company or its subsidiaries. No “employee employer pension benefit plan” (as defined under ERISA) established or maintained by the CompanyPartnership, its subsidiaries or any of their ERISA Affiliates, if such “employee employer pension benefit plan” were terminated, would have any “amount of unfunded benefit liabilities” (as defined under Section 4001(a)(18) of ERISA) that ), except as would not reasonably be expected expected, individually or in the aggregate, to result in material liability to the Company and its subsidiariesa Material Adverse Change. Neither the CompanyPartnership, its subsidiaries nor any of their ERISA Affiliates has incurred or reasonably expects to incur any material liability that would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change under either (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “employee employer pension benefit plan” or (ii) Sections 412, 4971, 4975 or 4980B of the Internal Revenue Code. Each employee “employer pension benefit plan plan” established or maintained by the CompanyPartnership, its subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 401(a) 401 of the Internal Revenue Code is so qualified and, to the Company’s knowledge, 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 Nexstar Parties, the Guarantors and its subsidiaries their respective subsidiaries, and any each “employee benefit plan” (as defined under in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “ERISA”)) established or maintained by the CompanyNexstar Parties, its the Guarantors, their respective subsidiaries or, to Company’s knowledge, or their “ERISA Affiliates” (as defined below) are is in compliance in all material respects with ERISAERISA and the Internal Revenue Code of 1986, as amended, and the regulations, and published interpretations thereunder (the “Code”). “ERISA Affiliate” means, with respect to the Company Nexstar Parties, the Guarantors or any of its their respective subsidiaries, any member of any a 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 Nexstar Parties, the Guarantors or such subsidiary thereof any of their respective subsidiaries is a member. No “reportable event” (as defined under described in Section 4043 4043(c) of ERISA) ), other than any such event for which the 30-day notice requirement has been waived pursuant to applicable regulations has occurred or is reasonably expected to occur with respect to any “employee benefit plan” established or maintained by the CompanyNexstar Parties, its the Guarantors, any of their respective subsidiaries or any of their ERISA Affiliates, that would reasonably be expected to result in material liability to the Company or its subsidiaries. No “employee benefit plan” subject to Title IV of ERISA established or maintained by the CompanyNexstar Parties, its the Guarantors, any of their respective subsidiaries or any of their ERISA Affiliates, if such “employee benefit plan” were terminated, would have any a material “amount of unfunded benefit liabilities” (as defined under in Section 4001(a)(16) and 4001(a)(18) of ERISA) that would reasonably be expected to result in material liability to the Company and its subsidiaries). Neither the CompanyNexstar Parties, its the Guarantors, any of their respective 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) Sections Section 412, 4971, 4975 or 4980B of the Code. Each “employee benefit plan plan” established or maintained by the CompanyNexstar Parties, its subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 401(a) of the Code is so qualified andhas received a favorable determination letter from the Internal Revenue Service (or a favorable determination letter has been requested within the applicable remedial amendment period), to the Company’s knowledge, and nothing has occurred, whether by action or failure to act, which would reasonably be expected to cause adversely affect the loss qualified status of such qualificationplan. Except as disclosed in the Offering Memorandum and/or the documents incorporated by reference therein, there has not been, nor is there reasonably likely to be, a material increase in the aggregate amount of contributions required to be made to all Plans in the current fiscal year of the Company compared to the amount of such contributions made in the Company’s most recently complete fiscal year. For the 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 with respect to which any member of the Issuer may have any liability. The execution and delivery of this Agreement and the issuance and sale of the Notes hereunder will not involve a prohibited transaction that is subject to section 406 of ERISA or in connection with which a tax could be imposed pursuant to section 4975(c)(1)(A)-(D) of the Code.

ERISA Compliance. The Company and its subsidiaries and any Except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change, (i) each “employee benefit plan” (as defined under the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “ERISA”)) established or maintained by the Company, its subsidiaries or, to Company’s knowledge, or their “ERISA Affiliates” (as defined below) are in compliance in all material respects with ERISA: (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 Company, its subsidiaries or any of their ERISA Affiliates; (iii) 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); And (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. 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(a) of the Code has received a favorable determination or opinion letter from the Internal Revenue Service upon which it can rely and, to the knowledge of the Company, nothing has occurred, whether by action or failure to act, which would 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 thereof is a member. No “reportable event” (as defined under Section 4043 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 Affiliates, that would reasonably be expected to result in material liability to the Company or its subsidiaries. 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 Section 4001(a)(18) of ERISA) that would reasonably be expected to result in material liability to the Company and its subsidiaries. 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) Sections 412, 4971, 4975 or 4980B of the Code. 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(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 Except as would not, individually or in the aggregate, have a Material Adverse Effect, (i) the Company and its subsidiaries and any each “employee benefit plan” (as defined under in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “ERISA”)) established or maintained by the CompanyCompany or its subsidiaries, its subsidiaries or, to Company’s knowledge, their “and each such plan established or maintained by any ERISA Affiliates” Affiliate (as defined below) are that is subject to Title IV of ERISA (each, a “Plan”), is in compliance in all material respects with ERISA. ERISA and the Code (as defined below), as applicable; (ii) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Internal Revenue Code of 1986, as amended, (the “ERISA Affiliate” means, Code”) has occurred with respect to any Plan established or maintained by the Company or its subsidiaries, excluding transactions effected pursuant to a statutory or administrative exemption; (iii) no Plan is, or is reasonably expected to be, in “at risk status” (within the meaning of Section 303(i)(4) of ERISA) and no Plan that is a “multiemployer plan” (within the meaning of Section 4001(a)(3) of ERISA) is in “endangered status” or “critical status” (within the meaning of Section 305 of ERISA); (iv) no “reportable event” (as defined under Section 4043(c) of ERISA) has occurred or is reasonably expected to occur with respect to any Plan; (v) the fair market value of the assets of each Plan exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan); and (vi) neither the Company, its subsidiaries nor any ERISA Affiliate has incurred or reasonably expects to incur any liability under (a) Title IV of ERISA with respect to termination of, or withdrawal from, any Plan (b) Sections 4971 or 4975 of the Code or (c) Section 4980B of the Code with respect to the excise tax imposed thereunder. Each Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service and, to the best of the Company’s knowledge, nothing has occurred, whether by action or failure to act, which is reasonably likely to cause disqualification of any such Plan under Section 401(a) of the Code. Except as would not reasonably be expected to result in any material liability to the Company or any of its subsidiaries, no Plan that is subject to the minimum funding rules of Section 302 of ERISA or Section 412 of the Code has failed (whether or not waived), nor is reasonably expected to fail, to satisfy the minimum funding standards (within the meaning of Section 302 of ERISA or Section 412 of the Code) applicable to such Plan. “ERISA Affiliate” means any member of any group of organizations under common control described in Sections 414(b), (c), (m) or (o) of the Internal Revenue Code or Section 4001(a)(14) of 1986, as amended, and the regulations and published interpretations thereunder (the “Code”) ERISA of which the Company or such subsidiary thereof any of its subsidiaries is a member. No “reportable event” (as defined under Section 4043 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 Affiliates, that would reasonably be expected to result in material liability to the Company or its subsidiaries. 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 Section 4001(a)(18) of ERISA) that would reasonably be expected to result in material liability to the Company and its subsidiaries. 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) Sections 412, 4971, 4975 or 4980B of the Code. 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(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 and its subsidiaries and any “"employee benefit plan” " (as defined under within the meaning of the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “"ERISA”")) established or maintained by the Company, its subsidiaries or, to Company’s knowledge, and their “"ERISA Affiliates” " (as defined below) are in compliance with ERISA and the Internal Revenue Code of 1986, as amended, and the regulations and published interpretations thereunder (the "Code"), except such as will not, individually or in all material respects with ERISAthe aggregate, result in a Material Adverse Change. “"ERISA Affiliate” " means, with respect to the Company or any of its subsidiariesand a subsidiary, 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 thereof is a member. No “"reportable event” " (as defined under Section 4043 of ERISA) has occurred or is reasonably expected to occur with respect to any “"employee benefit plan” established or maintained by " for which the Company, its subsidiaries or any of their ERISA AffiliatesAffiliates would have any liability, that would which might reasonably be expected to to, individually or in the aggregate, result in material liability to the Company or its subsidiariesa Material Adverse Change. No “"employee benefit plan” established or maintained by " for which the Company, its subsidiaries or any of their ERISA AffiliatesAffiliates would have any liability, if such “"employee benefit plan” " were terminated, would have any “"amount of unfunded benefit liabilities” " (as defined under Section 4001(a)(18) of ERISA) that would which might reasonably be expected to to, individually or in the aggregate, result in material liability to the Company and its subsidiariesa Material Adverse Change. 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) Sections 412, 4971, 4975 or 4980B of the Code, which might reasonably be expected to, individually or in the aggregate, result in a Material Adverse Change. Each "employee benefit plan plan" established or maintained by the Company, its subsidiaries or and any of their ERISA Affiliates that is intended to be qualified under Section 401(a) of the Code is so qualified and, to the Company’s knowledge, and nothing has occurred, whether by action or failure to act, which would reasonably be expected to cause the loss of such qualification, which might reasonably be expected to, individually or in the aggregate, result in a Material Adverse Change. No event or series of events of the nature described in this Section 1(u) has occurred or is reasonably expected to occur for which the Company, its subsidiaries or any of their ERISA Affiliates would have any liability which might reasonably be expected to, individually or in the aggregate, result in a Material Adverse Change.

ERISA Compliance. The Except as otherwise disclosed in the Prospectus, the Company and its subsidiaries and any “employee benefit plan” (as defined under the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “ERISA”)) established or maintained by the Company, its subsidiaries or, to Company’s knowledge, or their “ERISA Affiliates” (as defined below) are in compliance in all material respects with ERISAERISA except as would not be material to the Company. “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 thereof is a member. No “reportable event” (as defined under Section 4043 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 Affiliates, that would reasonably be expected to result in material liability to the Company or its subsidiaries. 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 Section 4001(a)(18) of ERISA) that would reasonably be expected to result in material liability to the Company and its subsidiaries). 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) Sections 412, 4971, 4975 or 4980B of the Code. Each “employee benefit plan plan” established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 401(a) of the Code is so qualified and, to the Company’s knowledge, 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 and its subsidiaries and any Each “employee benefit plan” (as defined under the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “ERISA”)) established or maintained by the Company, its subsidiaries or, to Company’s knowledge, or their respective “ERISA Affiliates” (as defined below) are in compliance in all material respects with ERISA. “ERISA Affiliate” means, with respect to the Company or any of its subsidiariesa subsidiary, 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 thereof is a member. No “reportable event” (as defined under in Section 4043 of 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 respective ERISA Affiliates, Affiliates that would reasonably be expected to result in material liability to the Company or its subsidiariesa 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 liabilitiesaccumulated funding deficiency” (as defined under in Section 4001(a)(18) 302 of ERISA) that would or any of the events set forth in Section 4043(b) of ERISA (other than events with respect to which the 30-day notice requirement under Section 4043 of ERISA has been waived) has occurred with respect to any employee benefit plan of the Company or any of its subsidiaries which could reasonably be expected to result in material liability to the Company and its subsidiariesa Material Adverse Change. Neither the Company, its subsidiaries nor any of their respective 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) Sections 412, 4971, 4975 or 4980B of the Code”. Each “employee benefit plan plan” established or maintained by the Company, its subsidiaries or any of their respective ERISA Affiliates that is intended to be qualified under Section 401(a) 401 of the Code is so qualified and, to the Company’s knowledge, 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. 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 Company and its subsidiaries Subsidiaries and any “employee benefit plan” (as defined under the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “ERISA”)) established or maintained by the Company, its subsidiaries or, to Company’s knowledge, Subsidiaries or their “ERISA Affiliates” (as defined below) are in compliance in all material respects with ERISA, except for any such noncompliance 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 or any of its subsidiariesa Subsidiary, any member of any group of organizations described in Sections Section 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 thereof Subsidiary is a member. No “reportable event” (as defined under Section 4043 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 Subsidiaries or any of their ERISA Affiliates, that would reasonably be expected to result in material liability to the Company or its subsidiaries. No “employee benefit plan” (as defined in ERISA Section 3(3)) established or maintained by the Company, its subsidiaries 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 Section 4001(a)(18) of ERISA) that would could reasonably be expected to result in material liability to the Company and its subsidiariesa Material Adverse Change. Neither the Company, its subsidiaries 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) Sections 412, 4971, 4975 or 4980B of the CodeCode that could reasonably be expected to result in a Material Adverse Change. Each “employee benefit plan plan” established or maintained by the Company, its subsidiaries Subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 401(a) of the Code is so qualified and, to the Company’s knowledge, and nothing has occurred, whether by action or failure to act, which would reasonably be expected to cause the loss of such qualification, that has given or would give rise to any tax, penalty or other liability that could reasonably be expected to result in a Material Adverse Change.

ERISA Compliance. The Company and its subsidiaries and any “employee benefit plan” (as defined under Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “ERISA”)) established or maintained by the Company, its subsidiaries or, to Company’s knowledge, or their “ERISA Affiliates” (as defined below) are in compliance in all material respects with ERISA, except for non-compliance that could not reasonably be expected to result in material liability to the Company or its subsidiaries taken as a whole. “ERISA Affiliate” means, with respect to the Company or any of its subsidiariesa subsidiary, 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 thereof is a member. No “reportable event” (as defined under Section 4043 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 Affiliates, Affiliates that would either has resulted or could reasonably be expected to result in material liability to the Company or its subsidiaries, taken as a whole. 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 Section 4001(a)(18) of ERISA) that would reasonably be expected to result in material liability to the Company and its subsidiaries). 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) Sections 412, 4971, 4975 or 4980B of the Code. Each “employee benefit plan plan” established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service to the effect that the “employee benefit plan” satisfies the requirements of Section 401(a) of the Code and that its related trust is so qualified exempt from taxation under Section 501(a) of the Code and, to the knowledge of the Company’s knowledge, nothing has occurred, whether by action there are no facts or failure to act, which would circumstances that could reasonably be expected to cause result in the loss revocation of such qualificationletter.

ERISA Compliance. The Company and its subsidiaries and any “employee benefit plan” (as defined under the Employee Retirement Income Security Act of 1974, 1974 (as amended, and “ERISA,” which term, as used herein, includes the regulations and published interpretations thereunder (collectively, “ERISA”)thereunder) established or maintained by the Company, its subsidiaries or, to Company’s knowledge, or their “ERISA Affiliates” (as defined below) are in compliance with ERISA except as described in all material respects with ERISAthe Offering Memorandum or as would not be reasonably likely to result in a Material Adverse Change. “ERISA Affiliate” means, with respect to the Company or any of its subsidiariesa subsidiary, any member of any group of organizations described in Sections 414(b), (c), (m) or (o) Section 414 of the Internal Revenue Code of 1986, 1986 (as amended, and the “Code,” which term, as used herein, includes the regulations and published interpretations thereunder (the “Code”thereunder) of which the Company or such subsidiary thereof is a member. No “reportable event” (as defined under Section 4043 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 Affiliates, that Affiliates except as described in the Offering Memorandum or as would not be reasonably be expected likely to result in material liability to the Company or its subsidiariesa 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 Section 4001(a)(18) of ERISA) that ). Except as described in the Offering Memorandum or as would not be reasonably be expected likely to result in material liability to the Company and its subsidiaries. Neither a Material Adverse Change, 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) Sections Section 412, 4971, 4975 or 4980B of the Code. Each “employee benefit plan plan” established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 401(a) 401 of the Code is so qualified and, to the Company’s knowledge, and nothing has occurred, whether by action or failure to act, which would reasonably be expected to cause the loss of such qualificationqualification except as described in the Offering Memorandum or as would not be reasonably likely to result in a Material Adverse Change.

ERISA Compliance. The Company and its subsidiaries and any Except as would not, individually or in the aggregate, result in a Material Adverse Effect, (i) each “employee benefit plan” (as defined under the Employee Retirement Income Security Act of 1974, 1974 (as amended, and “ERISA,” which term, as used herein, includes the regulations and published interpretations thereunder (collectively, “ERISA”)thereunder) established or maintained by the Company, its subsidiaries or, to Company’s knowledge, or their “ERISA Affiliates” Affiliates (as defined below) are is in material compliance in all material respects with ERISA. “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), (mii) 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 thereof is a member. No no “reportable event” (as defined under Section 4043 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 Affiliates, that would reasonably be expected to result in material liability to the Company or its subsidiaries. No (iii) no “employee benefit plan” established or maintained by for which the Company, its subsidiaries Company or any ERISA Affiliate would have any liability has failed to satisfy the minimum funding standard (within the meaning of their Section 412 of the Internal Revenue Code of 1986 (as amended, the “Code,” which term, as used herein, includes the regulations and published interpretations thereunder) or Section 302 of ERISA) applicable to such plan or filed pursuant to Section 412(c) of the Code or Section 302(c) of ERISA Affiliates, if an application for a waiver of the minimum funding standard with respect to any such “employee benefit plan,” were terminated, would have any “amount of unfunded benefit liabilities” and (as defined under Section 4001(a)(18iv) of ERISA) that would reasonably be expected to result in material liability to the Company and its subsidiaries. Neither neither the 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” that has not been satisfied in full or (iiB) Sections 412, 4971, 4971 or 4975 or 4980B of the Code. Each Code and (v) each “employee benefit plan plan” established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 401(a) 401 of the Code is so qualified and, to the Company’s knowledge, 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 and its subsidiaries and Except as would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (A) any “employee benefit planEmployee Benefit Plan” (as defined under within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “ERISA”)) established or maintained by for which the Company, its subsidiaries or, to Company’s knowledge, or their “ERISA Affiliates” (as defined below) would have any liability (each, a “Plan”) are in compliance with ERISA and each Plan has been established and maintained in compliance with its terms and the requirements of any applicable statutes, orders, rules and regulations, including but not limited to, ERISA and the Internal Revenue Code of 1986, as amended, and the regulations and published interpretations thereunder (the “Code”), (B) no “reportable event” (as defined under ERISA) has occurred or is reasonably expected to occur with respect to any Plan, (C) no Plan, if such Plan were terminated, would have any “amount of unfunded benefit liabilities” (as defined under ERISA), as the fair market value of the assets under each Plan (excluding for these purposes accrued but unpaid contributions) exceeds the present value of all material respects benefits accrued under such Plan (determined based on those assumptions used to fund such Plan), (D) neither the Company, its subsidiaries nor any of their ERISA Affiliates has incurred or reasonably expects to incur any obligation or liability under (1) Title IV of ERISA with respect to termination of, or withdrawal from, any Plan, (2) Sections 412 and 430, 4971, 4975 or 4980B of the Code or (3) Sections 302 and 303, 406, 4063 and 4064 of ERISA, (E) each Plan that is intended to be qualified under Section 401(a) of the Code is so qualified and nothing has occurred, whether by action or failure to act, which would cause the loss of such qualification, (F) there is no pending audit or investigation by the Internal Revenue Service, the U.S. Department of Labor, the Pension Benefit Guaranty Corporation or any other governmental agency or any foreign regulatory agency with respect to any Plan that would reasonably be expected to result in liability to the Company or any of its subsidiaries, and (G) neither the Company nor any of its subsidiaries has any “accumulated postretirement benefit obligations” (within the meaning of Statement of Financial Accounting Standards 106). “ERISA Affiliate” means, with respect to the Company or any of its subsidiariesCompany, 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 thereof is a member. No “reportable event” (as defined under Section 4043 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 Affiliates, that would reasonably be expected to result in material liability to the Company or its subsidiaries. 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 Section 4001(a)(18) of ERISA) that would reasonably be expected to result in material liability to the Company and its subsidiaries. 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) Sections 412, 4971, 4975 or 4980B of the Code. 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(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 and its subsidiaries and any “employee benefit plan” (as defined under the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “ERISA”)) established or maintained by the Company, its subsidiaries or, to Company’s knowledge, or their “ERISA Affiliates” (as defined below) are in compliance in all material respects with ERISA, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Change. “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 thereof is a member. No “reportable event” (as defined under Section 4043 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 Affiliates, that except as would not, individually or in the aggregate, reasonably be expected to result in material liability to the Company or its subsidiarieshave 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 Section 4001(a)(18) of ERISA) that ), except as would not, individually or in the aggregate, reasonably be expected to result in material liability to the Company and its subsidiarieshave a Material Adverse Change. 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) Sections 412, 4971, 4975 or 4980B of the Code. 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(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 Each of the Company and its subsidiaries the Subsidiary and any “"employee benefit plan” " (as defined under the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “"ERISA”")) established or maintained by ----- the Company, its subsidiaries or, to Company’s knowledge, the Subsidiary or their “"ERISA Affiliates” " (as defined below) are is in compliance in all material respects with ERISAERISA and similiar applicable foreign laws and regulations. “"ERISA Affiliate” " means, with respect to the Company or any of its subsidiariesthe Subsidiary, 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 thereof Subsidiary is a member. No “"reportable event” " (as defined under Section 4043 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 the Subsidiary or any of their ERISA Affiliates, that would reasonably be expected to result in material liability to the Company or its subsidiaries. No “"employee benefit plan” " established or maintained by the Company, its subsidiaries the Subsidiary or any of their ERISA Affiliates, if such “"employee benefit plan” " were terminated, would have any “"amount of unfunded unfounded benefit liabilities” " (as defined under Section 4001(a)(18) of ERISA) that would reasonably be expected to result in material liability to the Company and its subsidiaries). Neither the Company, its subsidiaries the Subsidiary nor any of their ERISA Affiliates 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) Sections 412, 4971, 4975 or 4980B of the Code. Each "employee benefit plan plan" established or maintained by the Company, its subsidiaries the Subsidiary or any of their ERISA Affiliates that is intended to be qualified under Section 401(a) of the Code is so qualified and, to the Company’s knowledge, 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 and its subsidiaries and any “employee benefit plan” (as defined under the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “ERISA”)i) established or maintained by the Company, its subsidiaries or, to Company’s knowledge, their “ERISA Affiliates” (as defined below) are Each Qualified Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code and other federal or state law, including all requirements under the Code or ERISA for filing reports (which are true and correct in all material respects as of the date filed), and to the best knowledge of the Borrower, benefits have been paid in accordance with the provisions of such Plan. “(ii) Each Qualified Plan has been determined by the IRS to qualify under Section 401 of the Code, the IRS has not determined that any amendment to any Qualified Plan does not qualify under Section 401 of the Code, and the trusts created thereunder have been determined to be exempt from tax under the provisions of Section 501 of the Code, and to the best knowledge of the Borrower, nothing has occurred which would cause the loss of such qualification or tax-exempt status. (iii) There is no material outstanding liability under Title IV of ERISA Affiliate” means, with respect to any Plan maintained or sponsored by the Company Borrower or any of its subsidiaries, any member of any group of organizations described in Sections 414(bERISA Affiliate (as to which the Borrower is or may be liable), nor with respect to any Plan to which the Borrower or any ERISA Affiliate (c), wherein the Borrower is or may be liable) contributes or is obligated to contribute. (miv) or (o) None of the Internal Revenue Code Qualified Plans subject to Title IV of 1986, ERISA has any Unfunded Pension Liability in excess of $50,000,000 as amended, and the regulations and published interpretations thereunder (the “Code”) of to which the Company Borrower is or such subsidiary thereof is a membermay be liable. 34 (v) No “reportable event” (as defined under Section 4043 of ERISA) ERISA Event has occurred or is reasonably expected to occur with respect to any “employee benefit plan” established Plan maintained or sponsored by the Borrower or to which the Borrower is obligated to contribute. (vi) There are no pending or, to the best knowledge of the Borrower, threatened claims, actions or lawsuits, other than routine claims for benefits in the usual and ordinary course, asserted or instituted against (i) any Plan maintained or sponsored by the Borrower or its assets, (ii) any ERISA Affiliate with respect to any Qualified Plan of the Company, its subsidiaries or (iii) any of their ERISA Affiliatesfiduciary with respect to any Plan for which the Borrower may be directly or indirectly liable, that through indemnification obligations or otherwise which would be reasonably be expected likely to result in material liability to the Company or its subsidiarieshave a Material Adverse Effect. 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 Section 4001(a)(18vii) of ERISA) that would reasonably be expected to result in material liability to the Company and its subsidiaries. Neither the Company, its subsidiaries The Borrower has not incurred nor any of their ERISA Affiliates has incurred or reasonably expects to incur any material liability under (i) Title IV any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Section 4201 or 4243 of ERISA with respect to termination of, or withdrawal from, any “employee benefit plan” a Multiemployer Plan or (ii) Sections 412, 4971, 4975 or 4980B any liability under Title IV of the Code. Each employee benefit plan established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates that is intended to be qualified (other than premiums due and not delinquent under Section 401(a4007 of ERISA) with respect to a Qualified Plan. (viii) The Borrower has not transferred any Unfunded Pension Liability to any entity other than an ERISA Affiliate or otherwise engaged in a transaction that could be subject to Section 4069 or 4212(c) of ERISA. (ix) The Borrower has not engaged, directly or indirectly, in a non-exempt prohibited transaction (as defined in Section 4975 of the Code is so qualified and, to the Company’s knowledge, nothing has occurred, whether by action or failure to act, Section 406 of ERISA) in connection with any Plan which would reasonably be expected to cause the loss of such qualification.have a Material Adverse Effect. (h)

ERISA Compliance. The Company and its subsidiaries and any “employee benefit plan” (as defined under the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “ERISA”)) established or maintained by the Company, its subsidiaries or, to Company’s knowledge, or their “ERISA Affiliates” (as defined below) are in compliance in all material respects with ERISA, except where the failure to comply would not result in a Material Adverse Change. “ERISA Affiliate” means, with respect to the Company or any of its subsidiariesa subsidiary, 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 thereof is a member. No “reportable event” (as defined under Section 4043 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 Affiliates, that would reasonably be expected to result in material liability to the Company or its subsidiaries. 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 Section 4001(a)(18) of ERISA) that would reasonably be expected to result in material liability to the Company and its subsidiaries). Neither the Company, 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) 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 or any of their ERISA Affiliates that is intended to be qualified under Section 401(a) of the Code is so qualified in all material respects and, to the knowledge of the Company’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 and its subsidiaries and any “employee benefit plan” (as defined under in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “ERISA”)) established or maintained by the Company, its subsidiaries or, to Company’s knowledge, or their “ERISA Affiliates” (as defined below) are in compliance in all material respects with ERISA. “ERISA Affiliate” means, with respect to the Company or any of its subsidiariesa subsidiary, any member of any group of organizations described in Sections 414(b), (c), (m414(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 thereof is a member. No “reportable event” (as defined under in Section 4043 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 Affiliates. Neither the Company nor any subsidiary, that would reasonably be expected nor any ERISA Affiliates maintains or contributes to, has maintained or contributed to result or in material any way, directly or indirectly, has any liability with respect to a (i) “defined benefit plan” as defined in Section 3(35) of ERISA, (ii) pension plan subject to the Company minimum funding standards of Section 302 of ERISA or its subsidiariesSection 412 of the Code, or (iii) “multiemployer plan” as defined in Section 3(37) of ERISA or Section 414(f) of the Code. No Each “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 Section 4001(a)(18) of ERISA) that would reasonably be expected to result in material liability to the Company and its subsidiaries. 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) Sections 412, 4971, 4975 or 4980B of the Code. 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(a) of the Code is so has been determined by the IRS to be qualified andin form under Section 401(a) of the Code, and each trust created thereunder has been determined by the IRS to be exempt from tax under the Company’s knowledge, provisions of Section 501(a) of the Code and nothing has occurred, whether by action or failure to act, which would reasonably be expected to cause the loss of such qualification. Neither the Company, its subsidiaries nor any of their ERISA Affiliates has incurred or reasonably expects to incur any liability under Sections 4975 or 4980B of the Code.

ERISA Compliance. The Company and its subsidiaries and any “(i) Each employee benefit plan” (as defined under , within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder amended (collectively, “ERISA”)) established or maintained by the Company, its subsidiaries or, to Company’s knowledge, their “ERISA Affiliates” (as defined below) are in compliance in all material respects with ERISA. “ERISA Affiliate” means, with respect to for which the Company or any member of its subsidiaries, “Controlled Group” (defined as any organization which is a member of any a controlled group of organizations described in Sections 414(b), (c), (m) or (o) corporations within the meaning of Section 414 of the Internal Revenue Code of 1986Code) would have any liability (each, as amended, a “Plan”) has been maintained in compliance with its terms and the regulations requirements of any applicable statutes, orders, rules and published interpretations thereunder (regulations, including but not limited to ERISA and the “Code”) of which the Company or such subsidiary thereof is a member. No “reportable event” (as defined under Section 4043 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 Affiliates, except for noncompliance that would not reasonably be expected to result in material liability to the Company or any member of its subsidiaries. No “employee benefit plan” established Controlled Group; (ii) no prohibited transaction, within the meaning of Section 406 of ERISA or maintained by Section 4975 of the CompanyCode, its subsidiaries has occurred with respect to any Plan excluding transactions effected pursuant to a statutory or any of their ERISA Affiliates, if such “employee benefit plan” were terminated, would have any “amount of unfunded benefit liabilities” (as defined under Section 4001(a)(18) of ERISA) administrative exemption that would could reasonably be expected to result in material liability to the Company or any member of its Controlled Group; (iii) for each Plan that is subject to the funding rules of Section 412 of the Code or Section 302 of ERISA, the minimum funding standard of Section 412 of the Code or Section 302 of ERISA, as applicable, has been satisfied (without taking into account any waiver thereof or extension of any amortization period) and is reasonably expected to be satisfied in the future (without taking into account any waiver thereof or extension of any amortization period); (iv) the fair market value of the assets of each Plan exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan); (v) no “reportable event” (within the meaning of Section 4043(c) of ERISA) has occurred or is reasonably expected to occur that either has resulted, or could reasonably be expected to result, in material liability to the Company or any member of its subsidiaries. Neither Controlled Group; (vi) neither the Company, its subsidiaries Company nor any member of their ERISA Affiliates the Controlled Group has incurred or incurred, nor reasonably expects to incur incur, any material liability under (i) Title IV of ERISA (other than contributions to the Plan or premiums to the PBGC, in the ordinary course and without default) in respect of a Plan (including a “multiemployer plan”, within the meaning of Section 4001(a)(3) of ERISA); and (vii) there is no pending audit or investigation by the Internal Revenue Service, the U.S. Department of Labor, the Pension Benefit Guaranty Corporation or any other governmental agency or any foreign regulatory agency with respect to termination of, or withdrawal from, any “employee benefit plan” or (ii) Sections 412, 4971, 4975 or 4980B of the Code. Each employee benefit plan established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates Plan that is intended to be qualified under Section 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 could reasonably be expected to cause result in material liability to the loss Company or any member of its Controlled Group. None of the following events has occurred or is reasonably likely to occur: (x) a material increase in the aggregate amount of contributions required to be made to all Plans by the Company or its Controlled Group affiliates in the current fiscal year of the Company and its Controlled Group affiliates compared to the amount of such qualificationcontributions made in the Company’s and its Controlled Group affiliates’ most recently completed fiscal year; or (y) a material increase in the Company’s 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’s and its subsidiaries’ most recently completed fiscal year.

ERISA Compliance. The Except as otherwise disclosed in the U.S. Prospectuses, the Company and its subsidiaries and any “employee benefit plan” (as defined under the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “ERISA”)) established or maintained by the Company, its subsidiaries or, to Company’s knowledge, or their “ERISA Affiliates” (as defined below) are in compliance in all material respects with ERISA. “ERISA Affiliate” means, with respect to the Company or any of its subsidiariessubsidiary, 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 thereof is a member. No “reportable event” (as defined under Section 4043 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 Affiliates, that would reasonably be expected to result in material liability to the Company or its subsidiaries. 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 Section 4001(a)(18) of ERISA) that would reasonably be expected to result in material liability to the Company and its subsidiaries). 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) Sections 412, 4971, 4975 or 4980B of the Code. Each “employee benefit plan plan” established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 401(a) of the Code is so qualified and, to the Company’s knowledge, 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 Parent, the Company and its their subsidiaries and any “employee benefit plan” (as defined under the Employee Retirement Income Security Act of 1974, 1974 (as amended, and “ERISA,” which term, as used herein, includes the regulations and published interpretations thereunder (collectively, “ERISA”)thereunder) established or maintained by the Parent, the Company, its their subsidiaries or, to Company’s knowledge, or their “ERISA Affiliates” Affiliates (as defined below) are in compliance in all material respects with ERISA and, to the knowledge of the Parent and the Company each “multiemployer plan” (as defined in Section 4001 of ERISA) to which the Parent, the Company, their 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 Parent, the Company or any one of its their subsidiaries, any member of any group of organizations described in Sections 414(b), (c), (m) or (o) Section 414 of the Internal Revenue Code of 1986, 1986 (as amended, and the “Code,” which term, as used herein, includes the regulations and published interpretations thereunder (the “Code”thereunder) of which the Parent, the Company or such subsidiary thereof is a member. No “reportable eventsingle employer plan” (as defined under in Section 4043 4001 of 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, that would reasonably be expected to result in material liability to the Company or its subsidiaries. No “employee benefit plan” established or maintained by the Company, its their 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 Section 4001(a)(18) of ERISA) that would which would, individually or in the aggregate, be reasonably be expected likely to result in material liability to the Company and its subsidiariesa Material Adverse Change. Neither the Parent, the Company, its their 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) Sections 412, 4971, 4975 or 4980B of the CodeCode which, in each case of (i) and (ii) would, individually or in the aggregate, be reasonably be likely to result in a Material Adverse Change. Each To the knowledge of the Parent and the Company each “employee benefit plan plan” established or maintained by the Parent, the Company, its their subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 401(a) 401 of the Code is so qualified and, to the Company’s knowledge, 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 and its subsidiaries and any “employee benefit plan” (as defined under the Employee Retirement Income Security Act of 1974, 1974 (as amended, and “ERISA,” which term, as used herein, includes the regulations and published interpretations thereunder (collectively, “ERISA”)thereunder) established or maintained by the Company, its subsidiaries or, to Company’s knowledge, or their “ERISA Affiliates” Affiliates (as defined below) are in compliance in all material respects with ERISA, except for non-compliance that would not, individually or in the aggregate, result in a Material Adverse Change and, to the knowledge of the Company and the Guarantors, each “multiemployer plan” (as defined in Section 4001 of ERISA) to which the Company, its subsidiaries or an ERISA Affiliate contributes (a “Multiemployer Plan”) is in compliance with ERISA, except for non-compliance that would not, individually or in the aggregate, result in a Material Adverse Change. “ERISA Affiliate” means, with respect to the Company or any of its subsidiariesa subsidiary, any member of any group of organizations described in Sections 414(b), (c), (m) or (o) Section 414 of the Internal Revenue Code of 1986, 1986 (as amended, and the “Code,” which term, as used herein, includes the regulations and published interpretations thereunder (the “Code”thereunder) of which the Company or such subsidiary thereof is a member. No “reportable event” (as defined under Section 4043 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 Affiliates, that except for such reportable event which would reasonably be expected to not result in material liability to the Company or its subsidiariesa Material Adverse Change. No “employee benefit single employer plan” (as defined in Section 4001 of ERISA) 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 Section 4001(a)(18) of ERISA) that would reasonably be expected to result in material liability to the Company and its subsidiariesa Material Adverse Change. 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) Sections 412, 4971, 4975 or 4980B of the Code. Each “employee benefit plan plan” established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 401(a) 401 of the Code is so qualified and, to the Company’s knowledge, 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 Except as would not, individually or in the aggregate, have a Material Adverse Effect, (i) the Company and its subsidiaries and any “employee benefit plan” (as defined under in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “ERISA”)) established or maintained by the Company, its subsidiaries or, to Company’s knowledge, or their “ERISA Affiliates” Affiliates (as defined below) are in compliance in all material respects with ERISA. “; (ii) no prohibited transactions, within the meaning of Section 406 of 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) Section 4975 of the Internal Revenue Code of 1986Code, as amended, and the regulations and published interpretations thereunder (the “Code”) has occurred with respect to any employee benefit plan, excluding transactions effected pursuant to a statutory or administrative exemption; (iii) no employee benefit plan is or is reasonably expected to be in “at risk status” (within the meaning of which the Company or such subsidiary thereof ERISA) and no plan that is a member. No “multiemployer plan” (within the meaning of ERISA) is in “endangered status” or “critical status” (within the meaning of ERISA); (iv) no “reportable event” (as defined under Section 4043 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 Affiliates, that would reasonably be expected to result in material liability to the Company or its subsidiaries. No ; (v) 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 Section 4001(a)(18ERISA); and (vi) of ERISA) that would reasonably be expected to result in material liability to the Company and its subsidiaries. Neither neither the 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) Sections 412, 49714971 or 4975 of the Code, 4975 or (c) Section 4980B of the CodeCode with respect to the excise tax imposed thereunder. Each “employee benefit plan plan” established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 401(a) of the Code is so qualified and, to has received a favorable determination letter from the Company’s knowledge, Internal Revenue Service and nothing has occurred, whether by action or failure to act, which would reasonably be expected to cause the loss of such qualification.has

ERISA Compliance. The Company and its subsidiaries and any “employee benefit plan” (as defined under the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “ERISA”)) established or maintained by the Company, its subsidiaries or, to Company’s knowledge, or their “ERISA Affiliates” (as defined below) are in compliance in all material respects \ with ERISA, in each case except as would not be reasonably expected to have a Material Adverse Effect. “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 thereof is a member. No “reportable event” (as defined under Section 4043 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 Affiliates, Affiliates for which the Company would have any liability that would reasonably be expected to result in material liability to the Company or its subsidiarieshave a Material Adverse Effect. 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 Section 4001(a)(18) of ERISA) that would reasonably be expected to result in material liability to the Company and its subsidiaries). 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) 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 established or maintained by the Company, its 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(a) of the Code is so qualified and, to the Company’s knowledge, 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 Except as would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (i) the Company and its subsidiaries and any “employee benefit planEmployee Benefit Plan” (as defined under within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “ERISA”)) established for which the Company or maintained by the Company, its subsidiaries or, to Company’s knowledge, their “ERISA Affiliates” (as defined below) would have any liability (each, a “Plan”) are in compliance in all material respects with ERISA and each Plan has been maintained in compliance with its terms and the requirements of any applicable statutes, orders, rules and regulations, including but not limited to, ERISA and the Internal Revenue Code of 1986, as amended, and the regulations and published interpretations thereunder (the “Code”), (ii) no “reportable event” (as defined under ERISA) has occurred or is reasonably expected to occur with respect to any Plan that is a “Pension Plan” (within the meaning of Section 3(2) of ERISA) (each, a “Pension Plan”), (iii) no Pension Plan, if such Pension Plan were terminated, would have any “amount of unfunded benefit liabilities” (as defined under ERISA), as the fair market value of the assets under each Plan (excluding for these purposes accrued but unpaid contributions) exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan), (iv) neither the Company nor any of its ERISA Affiliates has incurred or reasonably expects to incur, with respect to a Pension Plan, any obligation or liability under (A) Title IV of ERISA with respect to termination of, or withdrawal from, any Plan, (B) Sections 412 and 430, 4971, 4975 or 4980B of the Code or (C) Sections 302 and 303, 406, 4063 and 4064 of ERISA, (v) each Plan that is intended to be qualified under Section 401(a) of the Code is so qualified and nothing has occurred, whether by action or failure to act, which would cause the loss of such qualification, (vi) there is no pending audit or investigation by the Internal Revenue Service, the U.S. Department of Labor, the Pension Benefit Guaranty Corporation or any other governmental agency or any foreign regulatory agency with respect to any Plan that could reasonably be expected to result in liability to the Company, and (vii) the Company does not have any “accumulated postretirement benefit obligations” (within the meaning of Statement of Financial Accounting Standards 106). “ERISA Affiliate” means, with respect to the Company or any of its subsidiariesCompany, 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 thereof is a member. No “reportable event” (as defined under Section 4043 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 Affiliates, that would reasonably be expected to result in material liability to the Company or its subsidiaries. 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 Section 4001(a)(18) of ERISA) that would reasonably be expected to result in material liability to the Company and its subsidiaries. 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) Sections 412, 4971, 4975 or 4980B of the Code. 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(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 Except as would not reasonably be expected to result in a Material Adverse Change: (a) the Company and its subsidiaries Subsidiaries and any “employee benefit planEmployee Benefit Plan” (as defined under the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “ERISA”)) established or maintained by the Company, its subsidiaries or, to Company’s knowledge, Subsidiaries or their “ERISA Affiliates” (as defined below) are in compliance in all material respects with ERISA. “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), (mb) 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 thereof is a member. No no “reportable event” (as defined under Section 4043 of ERISA) has occurred or is reasonably expected to occur with respect to any “employee benefit plan” Employee Benefit Plan established or maintained by the Company, its subsidiaries Subsidiaries or any of their ERISA Affiliates, that would reasonably be expected to result in material liability to the Company or its subsidiaries. No “employee benefit plan” ; (c) no Employee Benefit Plan established or maintained by the Company, its subsidiaries Subsidiaries or any of their ERISA Affiliates, if such “employee benefit plan” Employee Benefit Plan were terminated, would have any “amount of unfunded benefit liabilities” (as defined under Section 4001(a)(18ERISA), as the fair market value of the assets under each Employee Benefit Plan (excluding for these purposes accrued but unpaid contributions) exceeds the present value of ERISAall benefits accrued under such Employee Benefit Plan (determined based on those assumptions used to fund such Employee Benefit Plan); (d) that would reasonably be expected to result in material liability to the Company and its subsidiaries. Neither neither the Company, its subsidiaries 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” Employee Benefit Plan or (ii) Sections 412412 and 430, 4971, 4975 or 4980B of the Code. Each employee benefit plan ; and (e) each Employee Benefit Plan established or maintained by the Company, its subsidiaries Subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 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.any

ERISA Compliance. The Company and Except as would not reasonably be expected to result in a Material Adverse Effect, (A) the Parent, its 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, and “ERISA,” which term, as used herein, includes the regulations and published interpretations thereunder (collectively, “ERISA”)thereunder) established or maintained by the CompanyParent or its subsidiaries are in compliance with the applicable provisions of ERISA and, to the knowledge of the Parent, each “multiemployer plan” (as defined in Section 4001(a)(3) of ERISA) to which the Parent, its subsidiaries or, to Company’s knowledge, or any of their “ERISA Affiliates” Affiliates (as defined below) are contributes (a “Multiemployer Plan”) is in compliance in all material respects with ERISA. “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), (mB) 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 thereof is a member. No no “reportable event” (as defined under Section 4043 4043(c) of ERISA, other than an event for which the 30-day notice requirement is waived) has occurred or is reasonably expected to occur with respect to any “employee benefit plan” subject to Title IV of ERISA that is established or maintained by the CompanyParent, its subsidiaries or any of their ERISA Affiliates, that would reasonably be expected to result in material liability to the Company or its subsidiaries. No ; (C) no “employee benefit single employer plan” (as defined in Section 4001(a)(15) of ERISA) established or maintained by the CompanyParent, 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 in Section 4001(a)(18) of ERISA); (D) that would reasonably be expected to result in material liability to none of the Company and its subsidiaries. Neither the CompanyParent, its subsidiaries nor and 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) Sections 412, 4971, 4975 4971 or 4980B of the Code (as defined below); (E) neither the Parent nor its subsidiaries has incurred or reasonably expects to incur any liability under Section 4975 of the Code. Each ; and (F) each “employee benefit plan plan” established or maintained by the Company, Parent or its subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 401(a) 401 of the Code is the subject of a favorable determination or opinion letter from the Internal Revenue Service to the effect that it is so qualified and, 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 Except as otherwise disclosed in the Prospectus, the Company and its subsidiaries and any “employee benefit plan” (as defined under the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “ERISA”)) established or maintained by the Company, its subsidiaries or, to Company’s knowledge, or their “ERISA Affiliates” (as defined below) are in compliance in all material respects with ERISA. “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 thereof is a member. No “reportable event” (as defined under Section 4043 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 AffiliatesAffiliates that would, that would individually or in the aggregate, reasonably be expected to result in material liability to the Company or its subsidiariesa 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 would, individually or in the aggregate, have any material “amount of unfunded benefit liabilities” (as defined under Section 4001(a)(18) of ERISA) that would reasonably be expected to result in material liability to the Company and its subsidiaries). 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) Sections 412, 4971, 4975 or 4980B of the Code. Each “employee benefit plan plan” established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 401(a) of the Code is so qualified and, to the Company’s knowledge, 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 Except as would not, individually or in the aggregate, result in a Material Adverse Change, the Company and its subsidiaries and any “employee benefit plan” (as defined under in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “ERISA”)) established or maintained by the Company, its subsidiaries or, to Company’s knowledge, or their “ERISA Affiliates” Affiliates (as defined below) are in compliance in all material respects with ERISA. “ERISA Affiliate” means, with respect to the Company or any of its subsidiariesa subsidiary, 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 amended (the “Internal Revenue Code”) ), of which the Company or such subsidiary thereof is a member. No “reportable event” (as defined under Section 4043 of ERISA, but excluding events for which advance notice has been waived by the Pension Benefit Guaranty Corporation) 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 disclosed in the Disclosure Package and Prospectus, that would reasonably be expected to result in material liability to the Company or its subsidiaries. No no “employee benefit plan” established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates, if such “employee benefit plan” were terminatedis underfunded on a financial accounting basis as of March 31, would have any “amount of unfunded benefit liabilities” (as defined under Section 4001(a)(18) of ERISA) that would reasonably be expected to result in material liability to the Company and its subsidiaries2010. 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) 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 plan” established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 401(a) of the Internal Revenue Code is so qualified and, to has received a favorable determination letter from the Company’s knowledge, 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 Effect, (i) the Company and its subsidiaries and any “employee benefit planEmployee Benefit Plan” (as defined under within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “ERISA”)) established for which the Company or maintained by the Company, its subsidiaries or, to Company’s knowledge, their “ERISA Affiliates” (as defined below) would have any liability (each, a “Plan”) are in compliance in all material respects with ERISA. “ERISA Affiliate” means, and each Plan has been maintained in compliance with respect to its terms and the Company or any of its subsidiaries, any member requirements of any group of organizations described in Sections 414(b)applicable statutes, (c)orders, (m) or (o) of rules and regulations, including but not limited to, ERISA and the Internal Revenue Code of 1986, as amended, and the regulations and published interpretations thereunder (the “Code”), (ii) of which the Company or such subsidiary thereof is a member. No no “reportable event” (as defined under Section 4043 of ERISA) has occurred or is reasonably expected to occur with respect to any Plan that is a “employee benefit planPension Plan” established or maintained by (within the Companymeaning of Section 3(2) of ERISA) (each, its subsidiaries or any of their ERISA Affiliatesa “Pension Plan”), that would reasonably be expected to result in material liability to the Company or its subsidiaries. No “employee benefit plan” established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates(iii) no Pension Plan, if such “employee benefit plan” Pension Plan were terminated, would have any “amount of unfunded benefit liabilities” (as defined under Section 4001(a)(18ERISA), as the fair market value of the assets under each Plan (excluding for these purposes accrued but unpaid contributions) exceeds the present value of ERISAall benefits accrued under such Plan (determined based on those assumptions used to fund such Plan), (iv) that would reasonably be expected to result in material liability to neither the Company and its subsidiaries. Neither the Company, its subsidiaries nor any of their its ERISA Affiliates has incurred or reasonably expects to incur incur, with respect to a Pension Plan, any material obligation or liability under (iA) Title IV of ERISA with respect to termination of, or withdrawal from, any “employee benefit plan” or Plan, (iiB) Sections 412412 and 430, 4971, 4975 or 4980B of the Code. Each employee benefit plan established Code or maintained by the Company(C) Sections 302 and 303, its subsidiaries or any 406, 4063 and 4064 of their ERISA Affiliates ERISA, (v) each Plan that is intended to be qualified under Section 401(a) of the Code is so qualified and, to the Company’s knowledge, and nothing has occurred, whether by action or failure to act, which would reasonably be expected to cause the loss of such qualification., (vi) there is no pending audit or investigation by the Internal Revenue Service, the U.S. Department of Labor, the Pension Benefit

ERISA Compliance. The Except as otherwise disclosed in the Time of Sale Prospectus, the Company and its subsidiaries and any “employee benefit plan” (as defined under the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “ERISA”)) established or maintained by the Company, its subsidiaries or, to Company’s knowledge, or their “ERISA Affiliates” (as defined below) are 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 or any of its subsidiariesa subsidiary, any member of any group of organizations described in Sections 414(b), (c), (m414(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 thereof is a member. No “reportable event” (as defined under Section 4043 of 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, that would reasonably be expected to result in material liability to the Company or its subsidiaries. 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 Section 4001(a)(18) of ERISA) that would reasonably be expected to result in material liability to the Company and its subsidiaries). 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) 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 plan” established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 401(a) of the Code is so qualified and, to the Company’s knowledge, 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 and its subsidiaries and any “employee benefit plan” (as defined under the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “ERISA”)) established or maintained by the Company, its subsidiaries or, to Company’s knowledge, or their “ERISA Affiliates” (as defined below) are in compliance in all material respects with ERISA. “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 thereof is a member. No Except as would not be reasonably expected to result in a Material Adverse Effect, no “reportable event” (as defined under Section 4043 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 Affiliates, that . Except as would not be reasonably be expected to result in material liability to the Company or its subsidiaries. No a Material Adverse Effect, 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 Section 4001(a)(18) of ERISA) that ). Except as would not be reasonably be expected to result in material liability to the Company and its subsidiaries. Neither a Material Adverse Effect, none of the Company, its subsidiaries nor 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) Sections 412, 4971, 4975 or 4980B of the Internal Revenue Code of 1986, as amended (the “Code”). 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(a) of the Code is so qualified and, to the knowledge of 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 and its subsidiaries and any “"employee benefit plan” " (as defined under the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “"ERISA”")) established or maintained by the Company, its subsidiaries or, to Company’s knowledge, or their “"ERISA Affiliates” " (as defined below) are in compliance in all material respects with ERISA. “"ERISA Affiliate” " means, with respect to the Company or any of its subsidiariesa subsidiary, any member of any group of organizations described in Sections 414(b), (c), (m414(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 thereof is a member. No “"reportable event” " (as defined under Section 4043 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 Affiliates, that would Affiliates which could reasonably be expected to result in material liability to the Company or its subsidiariesa 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 Section 4001(a)(18) of ERISA) that would which could reasonably be expected to result in material liability to the Company and its subsidiariesa Material Adverse Change. 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) Sections 412, 4971, 4975 or 4980B of the Code. Each "employee benefit plan plan" established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 401(a) of the Code is so qualified and, and to the Company’s knowledge, '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 and its ev3 LLC, the Company, their respective subsidiaries and any “"employee benefit plan” " (as defined under Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “"ERISA”")) established or maintained by ev3 LLC, the Company, its their respective subsidiaries or, to Company’s knowledge, or their “"ERISA Affiliates” " (as defined below) are in compliance in all material respects with ERISA, except where the failure to be so in compliance would not result in a Material Adverse Change. “"ERISA Affiliate” " means, with respect to ev3 LLC, the Company or any of its subsidiariesa subsidiary, 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 ev3 LLC, the Company or such subsidiary thereof is a member. No “"reportable event” " (as defined under Section 4043 of ERISA) has occurred or is reasonably expected to occur with respect to any “"employee benefit plan” " established or maintained by ev3 LLC, the Company, its their subsidiaries or any of their ERISA Affiliates, that except where such occurrence would reasonably be expected to result in material liability to the Company or its subsidiariesnot have a Material Adverse Change. No “"employee benefit plan” " established or maintained by ev3 LLC, the Company, its 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 Section 4001(a)(18) ERISA), except where such liabilities would not have a Material Adverse Change. None of ERISA) that would reasonably be expected to result in material liability to the Company and its subsidiaries. Neither ev3 LLC, the Company, its their respective 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) Sections 412, 4971, 4975 or 4980B of the Code, except where such liabilities would not have a Material Adverse Change. Each "employee benefit plan plan" established or maintained by ev3 LLC, the Company, its Company or their respective subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 401(a) of the Code is so qualified 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 ev3 LLC and 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 qualificationqualification under Section 401(a) of the Code.

ERISA Compliance. (A) The Company minimum funding standard under Sections 412 and its subsidiaries 430 of the Internal Revenue Code of 1986, as amended (the “Code”) and any “employee benefit plan” (as defined under Sections 302 and 303 of the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “ERISA”), has been satisfied by each “pension plan” (as defined in Section 3(2) of ERISA) that has been established or maintained by the Company, its subsidiaries or, to Company’s knowledgeHoldings, their “respective subsidiaries and their ERISA Affiliates” Affiliates (as defined below); (B) are each of the Company, Holdings and their respective subsidiaries has fulfilled its obligations, if any, under Section 515 of ERISA; (C) each pension plan and welfare plan established or maintained by the Company, Holdings and their respective subsidiaries is in compliance with the currently applicable provisions of ERISA; (D) the fair market value of the assets under each pension plan established or maintained by the Company, Holdings and their respective subsidiaries exceeds the present value of all benefits accrued under such pension plan (determined based on those assumptions used to fund such pension plan); (E) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any pension plan established or maintained by the Company, Holdings and the respective subsidiaries excluding transactions effected pursuant to a statutory or administrative exemption; and (F) none of the Company, Holdings and their respective subsidiaries has incurred or, except as set forth or contemplated in all material respects the Registration Statement, the General Disclosure Package and the Prospectus, would reasonably be expected to incur any withdrawal liability under Section 4201 of ERISA, any liability under Section 4062, 4063, or 4064 of ERISA, or any other liability under Title IV of ERISA (other than contributions to pension plans or premiums to the Pension Benefit Guaranty Corporation, in the ordinary course and without default); except, in each case with ERISArespect to clauses (A) through (F) hereof, as would not reasonably be expected to result in a Material Adverse Effect. “ERISA Affiliate” meansmeans any trade or business (whether or not incorporated) that, together with respect to the Company Company, could be deemed a “single employer” within the meaning of Section 4001(b)(1) of ERISA or any within the meaning of its subsidiaries, any member of any group of organizations described in Sections Section 414(b), (c), (m) or (o) of the Internal Revenue Code of 1986, as amendedCode, and the regulations and published interpretations thereunder (the “Code”) of which the Company or such subsidiary thereof is a member. No “reportable event” (as defined under Section 4043 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 Affiliates, that would reasonably be expected to result in material liability to the Company or its subsidiaries. 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 Section 4001(a)(18) of ERISA) that would reasonably be expected to result in material liability to the Company and its subsidiaries. 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) Sections 412, 4971, 4975 or 4980B of the Code. 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(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 qualificationissued thereunder.

ERISA Compliance. The Company and its subsidiaries and Except as would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect (i) any “employee benefit planEmployee Benefit Plan” (as defined under within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “ERISA”)) established for which the Company or maintained by the Company, its subsidiaries or, to Company’s knowledge, their “ERISA Affiliates” (as defined below) would have any liability (each, a “Plan”) are in compliance with ERISA and each Plan has been established and maintained in compliance with its terms and the requirements of any applicable statutes, orders, rules and regulations, including but not limited to, ERISA and the Internal Revenue Code of 1986, as amended, and the regulations and published interpretations thereunder (the “Code”), (ii) no “reportable event” (as defined under ERISA) has occurred or is reasonably expected to occur with respect to any Plan, (iii) Plan, if such Plan were terminated, would have any “amount of unfunded benefit liabilities” (as defined under ERISA), as the fair market value of the assets under each Plan (excluding for these purposes accrued but unpaid contributions) exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan), (iv) neither the Company nor any of its ERISA Affiliates has incurred or reasonably expects to incur any obligation or liability under (A) Title IV of ERISA with respect to termination of, or withdrawal from, any Plan, (B) Sections 412 and 430, 4971, 4975 or 4980B of the Code or (C) Sections 302 and 303, 406, 4063 and 4064 of ERISA, (iv) each Plan that is intended to be qualified under Section 401(a) of the Code is so qualified and nothing has occurred, whether by action or failure to act, which would cause the loss of such qualification, (v) there is no pending audit or investigation by the Internal Revenue Service, the U.S. Department of Labor, the Pension Benefit Guaranty Corporation or any other governmental agency or any foreign regulatory agency with respect to any Plan that would reasonably be expected to result in material respects with ERISAliability to the Company, and (vi) the Company does not have any “accumulated postretirement benefit obligations” (within the meaning of Statement of Financial Accounting Standards 106). “ERISA Affiliate” means, with respect to the Company or any of its subsidiariesCompany, 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 thereof is a member. No “reportable event” (as defined under Section 4043 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 Affiliates, that would reasonably be expected to result in material liability to the Company or its subsidiaries. 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 Section 4001(a)(18) of ERISA) that would reasonably be expected to result in material liability to the Company and its subsidiaries. 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) Sections 412, 4971, 4975 or 4980B of the Code. 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(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 Except as otherwise disclosed in the Time of Sale Prospectus, the Company and its subsidiaries and any “employee benefit plan” (as defined under the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “ERISA”)) established or maintained by the Company, its subsidiaries or, to Company’s knowledge, or their “ERISA Affiliates” (as defined below) are in compliance in all material respects with ERISA. “ERISA Affiliate” means, with respect to the Company or any of its subsidiariesa subsidiary, 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 thereof is a member. No “reportable event” (as defined under Section 4043 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 Affiliates, that would reasonably be expected to result in material liability to the Company or its subsidiaries. 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 Section 4001(a)(18) of ERISA) that would reasonably be expected to result in material liability to the Company and its subsidiaries). 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) Sections 412, 4971, 4975 or 4980B of the Code. Each “employee benefit plan plan” established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 401(a) of the Code is so qualified and, to the Company’s knowledge, 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 and its subsidiaries and any “employee benefit plan” (as defined under the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “ERISA”)) established or maintained by the Company, its subsidiaries or, to Company’s knowledge, or their “ERISA Affiliates” (as defined below) are in compliance in all material respects with ERISA. “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 thereof is a member. No Except as would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Change, no “reportable event” (as defined under Section 4043 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 Affiliates, that would reasonably be expected to result in material liability to the Company or its subsidiaries. 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 Section 4001(a)(18) of ERISA) that would reasonably be expected to result in material liability to the Company and its subsidiaries). 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) Sections 412, 4971, 4975 or 4980B of the Code. 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(a) of the Code is so qualified and, to the Company’s knowledge, and nothing has occurred, whether by action or failure to act, which would reasonably be expected to cause the loss of such qualification.