Common use of ERISA; Foreign Plans Clause in Contracts

ERISA; Foreign Plans. Except as set forth in Schedule 3.13 of the Disclosure Schedules, no Loan Party or any ERISA Affiliate of any Loan Party maintains or has any obligation to make any contributions to any pension, profit sharing or other similar plan providing for deferred compensation to any employee. With respect to any such plan(s) as may now exist or may hereafter be established by any Loan Party or any ERISA Affiliate of any Loan Party, or for which any Loan Party or any ERISA Affiliate have a duty to contribute and which constitutes an “employee pension benefit plan” within the meaning of Section 3(2) of ERISA, except as set forth on Schedule 3.13 of the Disclosure Schedules: (a) the Loan Parties have, or the subject ERISA Affiliate has, paid and shall cause to be paid when due all amounts necessary to fund such plan(s) in accordance with its terms and Applicable Law, including without limitation Section 412 of the Code, (b) except for normal premiums payable by the Loan Parties to the Pension Benefit Guaranty Corporation (“PBGC”), no Loan Party nor the subject ERISA Affiliate has taken and shall not take any action which could result in any liability to the PBGC, or any of its successors or assigns, (c) the present value of all accrued benefits thereunder shall not at any time exceed the value of the assets of such plan(s) allocable to such accrued benefits, (d) there have not been and there shall not be any transactions that reasonably could be expected to result in the imposition of any tax or penalty under Section 4975 of the Code or under Section 502 of ERISA on any Loan Party, (e) there has not been and there shall not be any termination or partial termination thereof (other than a partial termination resulting solely from a reduction in the number of employees of a Loan Party or an ERISA Affiliate of any Loan Party, which reduction is not anticipated by any Loan Party), and there has not been and there shall not be any “reportable event” (as such term is defined in Section 4043(b) of ERISA) on or after the effective date of Section 4043(b) of ERISA with respect to any such plan(s) subject to Title IV of ERISA, (f) no “accumulated funding deficiency” (within the meaning of ERISA) has been or shall be incurred, (g) such plan(s) have been and shall be determined to be “qualified” within the meaning of Section 401(a) of the Code, and have been and shall be duly administered in compliance with ERISA and the Code, and (h) no Loan Party is aware of any fact, event, condition or cause which might adversely affect the qualified status thereof. As respects any “multiemployer plan” (as such term is defined in Section 3(37) of ERISA) to which any Loan Party or any ERISA Affiliate thereof has heretofore been, is now, or may hereafter be required to make contributions, any Loan Party or such ERISA Affiliate has made and shall make all required contributions thereto, and there has not been and shall not be any “complete withdrawal” or “partial withdrawal” (as such terms are respectively defined in Sections 4203 and 4205 of ERISA) therefrom on the part of any Loan Party or such ERISA Affiliate. With respect to each scheme or arrangement mandated by a government other than the United States of America providing for post-employment benefits (each, a “Foreign Government Scheme or Arrangement”) and with respect to each employee benefit plan maintained or contributed to by any Loan Party or any Subsidiary of any Loan Party that is not subject to United States laws providing for post-employment benefits (each, a “Foreign Plan”): (i) all employer and employee contributions required by Applicable Law or by the terms of any Foreign Government Scheme or Arrangement or any Foreign Plan have been made, or, if applicable, accrued, in accordance with normal accounting practices; (ii) the liability of any Loan Party or any Subsidiary of a Loan Party with respect to a Foreign Plan or Foreign Government Scheme or Arrangement is reflected in accordance with normal accounting practices on the financial statements of such Loan Party or such Subsidiary, as the case may be; and (iii) each Foreign Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities and complies and has been operated in compliance with all Applicable Laws.

ERISA; Foreign Plans. Except (a) The Company and each ERISA Affiliate have operated and administered each Plan in compliance with all applicable laws except for such instances of noncompliance as set forth have not resulted in Schedule 3.13 and could not reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any ERISA Affiliate has incurred any liability pursuant to Title IV of ERISA other than liability for the payment of PBGC premiums, all of which have been timely paid to the extent Material, or the penalty or excise tax provisions of the Disclosure SchedulesCode relating to employee benefit plans (as defined in section 3(3) of ERISA), and no Loan Party event, transaction or condition has occurred or exists that could reasonably be expected to result in the incurrence of any such liability by the Company or any ERISA Affiliate Affiliate, or in the imposition of any Loan Party maintains Lien on any of the rights, properties or has any obligation to make any contributions to any pension, profit sharing or other similar plan providing for deferred compensation to any employee. With respect to any such plan(s) as may now exist or may hereafter be established by any Loan Party assets of the Company or any ERISA Affiliate Affiliate, in either case pursuant to Title I or IV of any Loan Party, ERISA or for which any Loan Party to such penalty or any ERISA Affiliate have a duty excise tax provisions or to contribute and which constitutes an “employee pension benefit plan” within the meaning of Section 3(2section 401(a)(29) of ERISA, except as set forth on Schedule 3.13 of the Disclosure Schedules: (a) the Loan Parties have, or the subject ERISA Affiliate has, paid and shall cause to be paid when due all amounts necessary to fund such plan(s) in accordance with its terms and Applicable Law, including without limitation Section 412 of the Code, other than such liabilities or Liens as would not be individually or in the aggregate Material. (b) except for normal premiums payable by the Loan Parties to the Pension Benefit Guaranty Corporation (“PBGC”), no Loan Party nor the subject ERISA Affiliate has taken and shall not take any action which could result in any liability to the PBGC, or any of its successors or assigns, (c) the The present value of all accrued benefits thereunder shall the aggregate benefit liabilities under each of the Plans (other than Multiemployer Plans) that is subject to Title IV of ERISA, determined as of the end of such Plan’s most recently ended plan year on the basis of the actuarial assumptions specified for funding purposes in such Plan’s most recent actuarial valuation report, did not at any time exceed the aggregate current value of the assets of such plan(s) Plan allocable to such accrued benefits, benefit liabilities by more than $1,000,000. The term “benefit liabilities” has the meaning specified in section 4001 of ERISA and the terms “current value” and “present value” have the meaning specified in section 3 of ERISA. (c) The Company and its ERISA Affiliates have not incurred withdrawal liabilities (and are not subject to contingent withdrawal liabilities) under section 4201 or 4204 of ERISA in respect of Multiemployer Plans that individually or in the aggregate are Material. (d) there have not been and there shall not be any transactions that reasonably could be The expected to result in the imposition of any tax or penalty under Section 4975 post retirement benefit obligation (determined as of the Code or under Section 502 last day of ERISA on any Loan Partythe Company’s most recently ended fiscal year in accordance with Financial Accounting Standards Board Statement No. 106, without regard to liabilities attributable to continuation coverage mandated by section 4980B of the Code) of the Company and its Subsidiaries is not Material. (e) there With respect to each employee benefit plan, if any, disclosed by you in writing to the Company in accordance with Section 6.2(c), neither the Company nor any “affiliate” of the Company (as defined in section V(c) of the QPAM Exemption) has not been and there shall not be at this time, nor has exercised at any termination time during the immediately preceding year, the authority to appoint or partial termination thereof terminate the “QPAM” (other than a partial termination resulting solely from a reduction as defined in Part V of the number of employees of a Loan Party or an ERISA Affiliate QPAM Exemption) disclosed by you to the Company pursuant to Section 6.2(c) as manager of any Loan Party, which reduction of the assets of any such plan or to negotiate the terms of any management agreement with such QPAM on behalf of any such plan. The Company is not anticipated a party in interest with respect to any employee benefit plan disclosed by any Loan Partyyou in accordance with Section 6.2(b), 6.2(d) or 6.2(f). The execution and there has delivery of this Agreement, the Other Agreements, the Original Subsidiary Guaranty Agreement and the issuance and sale of the Notes at the Closing hereunder will not been and there shall not be involve any “reportable event” prohibited transaction (as such term is defined in Section 4043(b) of ERISA) on or after the effective date of Section 4043(bsection 406(a) of ERISA with respect to any such plan(s) subject to Title IV of ERISA, (f) no “accumulated funding deficiency” (within the meaning of ERISA) has been or shall be incurred, (g) such plan(s) have been and shall be determined to be “qualified” within the meaning of Section 401(asection 4975(c)(1)(A)-(D) of the Code), and have been and shall be duly administered in compliance with ERISA and that could subject the Code, and (h) no Loan Party is aware Company or any holder of a Note to any fact, event, condition tax or cause which might adversely affect penalty on prohibited transactions imposed under said section 4975 of the qualified status thereof. As respects any “multiemployer plan” (as such term is defined in Section 3(37Code or by section 502(i) of ERISA) to which any Loan Party or any ERISA Affiliate thereof has heretofore been, . The representation by the Company in the preceding sentence is now, or may hereafter be required to make contributions, any Loan Party or such ERISA Affiliate has made in reliance upon and shall make all required contributions thereto, and there has not been and shall not be any “complete withdrawal” or “partial withdrawal” (as such terms are respectively defined in Sections 4203 and 4205 of ERISA) therefrom on the part of any Loan Party or such ERISA Affiliate. With respect to each scheme or arrangement mandated by a government other than the United States of America providing for post-employment benefits (each, a “Foreign Government Scheme or Arrangement”) and with respect to each employee benefit plan maintained or contributed to by any Loan Party or any Subsidiary of any Loan Party that is not subject to United States laws providing for post-employment benefits the accuracy of your representation in Section 6.2 as to the source of the funds used to pay the purchase price of the Notes to be purchased by you. (each, a “f) All Foreign Plan”): (i) all employer and employee contributions required by Applicable Law or by the terms of any Foreign Government Scheme or Arrangement or any Foreign Plan Plans have been madeestablished, oroperated, if applicable, accrued, in accordance with normal accounting practices; (ii) the liability of any Loan Party or any Subsidiary of a Loan Party with respect to a Foreign Plan or Foreign Government Scheme or Arrangement is reflected in accordance with normal accounting practices on the financial statements of such Loan Party or such Subsidiary, as the case may be; administered and (iii) each Foreign Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities and complies and has been operated in compliance with all Applicable Lawslaws, regulations and orders applicable thereto except for such instances of noncompliance as have not resulted in and could not reasonably be expected to result in a Material Adverse Effect. All premiums, contributions and any other amounts required by applicable Foreign Plan documents or applicable laws to be paid or accrued by the Company and its Subsidiaries, to the extent Material, have been paid or accrued as required.

ERISA; Foreign Plans. Except as set forth in Schedule 3.13 of the Disclosure Schedules, no Loan Party or any ERISA Affiliate of any Loan Party maintains or has any obligation to make any contributions to any pension, profit sharing or other similar plan providing for deferred compensation to any employee. With respect to any such plan(s) as may now exist or may hereafter be established by any Loan Party or any ERISA Affiliate of any Loan Party, or for which any Loan Party or any ERISA Affiliate have a duty to contribute and which constitutes an “employee pension benefit plan” within the meaning of Section 3(2) of ERISA, except as set forth on Schedule 3.13 of the Disclosure Schedules: (a) the Loan Parties have, or the subject ERISA Affiliate has, paid and shall cause to be paid when due all amounts necessary to fund such plan(s) in accordance with its terms and Applicable Law, including without limitation Section 412 of the Code, (b) except for normal premiums payable by the Loan Parties to the Pension Benefit Guaranty Corporation (“PBGC”), no Loan Party nor the subject ERISA Affiliate has taken and shall not take any action which could result in any liability to the PBGC, or any of its successors or assigns, (c) the present value of all accrued benefits thereunder shall not at any time exceed the value of the assets of such plan(s) allocable to such accrued benefits, (dbenefits,(d) there have not been and there shall not be any transactions that reasonably could be expected to result in the imposition of any tax or penalty under Section 4975 of the Code or under Section 502 of ERISA on any Loan Party, (e) there has not been and there shall not be any termination or partial termination thereof (other than a partial termination resulting solely from a reduction in the number of employees of a Loan Party or an ERISA Affiliate of any Loan Party, which reduction is not anticipated by any Loan Party), and there has not been and there shall not be any “reportable event” (as such term is defined in Section 4043(b) of ERISA) on or after the effective date of Section 4043(b) of ERISA with respect to any such plan(s) subject to Title IV of ERISA, (f) no “accumulated funding deficiency” (within the meaning of ERISA) has been or shall be incurred, (g) such plan(s) have been and shall be determined to be “qualified” within the meaning of Section 401(a) of the Code, and have been and shall be duly administered in compliance with ERISA and the Code, and (h) no Loan Party is aware of any fact, event, condition or cause which might adversely affect the qualified status thereof. As respects any “multiemployer plan” (as such term is defined in Section 3(37) of ERISA) to which any Loan Party or any ERISA Affiliate thereof has heretofore been, is now, or may hereafter be required to make contributions, any Loan Party or such ERISA Affiliate has made and shall make all required contributions thereto, and there has not been and shall not be any “complete withdrawal” or “partial withdrawal” (as such terms are respectively defined in Sections 4203 and 4205 of ERISA) therefrom on the part of any Loan Party or such ERISA Affiliate. With respect to each scheme or arrangement mandated by a government other than the United States of America providing for post-employment benefits (each, a “Foreign Government Scheme or Arrangement”) and with respect to each employee benefit plan maintained or contributed to by any Loan Party or any Subsidiary of any Loan Party that is not subject to United States laws providing for post-employment benefits (each, a “Foreign Plan”): (i) all employer and employee contributions required by Applicable Law or by the terms of any Foreign Government Scheme or Arrangement or any Foreign Plan have been made, or, if applicable, accrued, in accordance with normal accounting practices; (ii) the liability of any Loan Party or any Subsidiary of a Loan Party with respect to a Foreign Plan or Foreign Government Scheme or Arrangement is reflected in accordance with normal accounting practices on the financial statements of such Loan Party or such Subsidiary, as the case may be; and (iii) each Foreign Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities and complies and has been operated in compliance with all Applicable Laws.

ERISA; Foreign Plans. Except (a) Each Credit Party that has Plans subject to ERISA and its ERISA Affiliates is in compliance with the applicable provisions of ERISA, and each Plan is and has been administered in compliance with all applicable Requirements of Law, including, without limitation, the applicable provisions of ERISA and the Internal Revenue Code, in each case except where the failure so to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No ERISA Event (i) has occurred within the five (5) year period prior to the Closing Date, (ii) has occurred and is continuing, or (iii) to the knowledge of any Borrower, is reasonably expected to occur with respect to any Plan. No Plan has any Unfunded Pension Liability as set forth in Schedule 3.13 of the Disclosure Schedulesmost recent annual valuation date applicable thereto that, when added to the aggregate amount of Unfunded Pension Liabilities with respect to all other Plans, exceeds $250,000, and no Loan Credit Party or any of its ERISA Affiliate Affiliates has engaged in a transaction that could be subject to Section 4069 or 4212(c) of any Loan Party maintains or has any obligation to make any contributions to any pension, profit sharing or other similar plan providing for deferred compensation to any employee. With respect to any such plan(sERISA. (b) as may now exist or may hereafter be established by any Loan No Credit Party or any of its ERISA Affiliate Affiliates has any outstanding liability on account of a complete or partial withdrawal from any Loan Party, Multiemployer Plan. No Multiemployer Plan is in “reorganization” or for which any Loan Party or any ERISA Affiliate have a duty to contribute and which constitutes an is “employee pension benefit planinsolvent” within the meaning of Section 3(2such terms under ERISA. (c) Each Foreign Pension Plan is in compliance in all material respects with all Requirements of ERISA, except as set forth on Schedule 3.13 Law applicable thereto and the respective requirements of the Disclosure Schedules: (a) governing documents for such plan except where the Loan Parties havefailure so to comply, individually or in the subject ERISA Affiliate hasaggregate, paid and shall cause could not reasonably be expected to be paid when due all amounts necessary have a Material Adverse Effect. With respect to fund such plan(s) in accordance with its terms and Applicable Laweach Foreign Pension Plan, including without limitation Section 412 none of the CodeParent, (b) except for normal premiums payable by its Affiliates or any of their respective directors, officers, employees or agents has engaged in a transaction which would subject the Loan Parties to the Pension Benefit Guaranty Corporation (“PBGC”), no Loan Party nor the subject ERISA Affiliate has taken and shall not take any action which could result in any liability to the PBGC, Parent or any of its successors Subsidiaries, directly or assignsindirectly, (c) to a tax or civil penalty that could reasonably be expected, individually or in the present value of all accrued benefits thereunder shall not at any time exceed the value of the assets of such plan(s) allocable aggregate, to result in a Material Adverse Effect. The aggregate unfunded liabilities with respect to such accrued benefits, (d) there have Foreign Pension Plans could not been and there shall not be any transactions that reasonably could be expected to result in the imposition of any tax or penalty under Section 4975 of the Code or under Section 502 of ERISA on any Loan Party, (e) there has not been and there shall not be any termination or partial termination thereof (other than a partial termination resulting solely from a reduction in the number of employees of a Loan Party or an ERISA Affiliate of any Loan Party, which reduction is not anticipated by any Loan Party), and there has not been and there shall not be any “reportable event” (as such term is defined in Section 4043(b) of ERISA) on or after the effective date of Section 4043(b) of ERISA with respect to any such plan(s) subject to Title IV of ERISA, (f) no “accumulated funding deficiency” (within the meaning of ERISA) has been or shall be incurred, (g) such plan(s) have been and shall be determined to be “qualified” within the meaning of Section 401(a) of the Code, and have been and shall be duly administered in compliance with ERISA and the Code, and (h) no Loan Party is aware of any fact, event, condition or cause which might adversely affect the qualified status thereof. As respects any “multiemployer plan” (as such term is defined in Section 3(37) of ERISA) to which any Loan Party or any ERISA Affiliate thereof has heretofore been, is now, or may hereafter be required to make contributions, any Loan Party or such ERISA Affiliate has made and shall make all required contributions thereto, and there has not been and shall not be any “complete withdrawal” or “partial withdrawal” (as such terms are respectively defined in Sections 4203 and 4205 of ERISA) therefrom on the part of any Loan Party or such ERISA Affiliate. With respect to each scheme or arrangement mandated by a government other than the United States of America providing for post-employment benefits (each, a “Foreign Government Scheme or Arrangement”) and with respect to each employee benefit plan maintained or contributed to by any Loan Party or any Subsidiary of any Loan Party that is not subject to United States laws providing for post-employment benefits (each, a “Foreign Plan”): (i) all employer and employee contributions required by Applicable Law or by the terms of any Foreign Government Scheme or Arrangement or any Foreign Plan have been made, or, if applicable, accrued, in accordance with normal accounting practices; (ii) the liability of any Loan Party or any Subsidiary of a Loan Party with respect to a Foreign Plan or Foreign Government Scheme or Arrangement is reflected in accordance with normal accounting practices on the financial statements of such Loan Party or such Subsidiary, as the case may be; and (iii) each Foreign Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities and complies and has been operated in compliance with all Applicable LawsMaterial Adverse Effect.

ERISA; Foreign Plans. Except (a) The Company and each ERISA Affiliate have operated and administered each Plan in compliance with all applicable laws except for such instances of noncompliance as set forth have not resulted in Schedule 3.13 and could not reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any ERISA Affiliate has incurred any liability pursuant to Title I or IV of ERISA other than liability for the payment of PBGC premiums, all of which have been timely paid to the extent Material, or the penalty or excise tax provisions of the Disclosure SchedulesCode relating to employee benefit plans (as defined in section 3(3) of ERISA), and no Loan Party event, transaction or condition has occurred or exists that could reasonably be expected to result in the incurrence of any such liability by the Company or any ERISA Affiliate Affiliate, or in the imposition of any Loan Party maintains Lien on any of the rights, properties or has any obligation to make any contributions to any pension, profit sharing or other similar plan providing for deferred compensation to any employee. With respect to any such plan(s) as may now exist or may hereafter be established by any Loan Party assets of the Company or any ERISA Affiliate Affiliate, in either case pursuant to Title I or IV of any Loan Party, ERISA or for which any Loan Party to such penalty or any ERISA Affiliate have a duty excise tax provisions or to contribute and which constitutes an “employee pension benefit plan” within the meaning of Section 3(2section 401(a)(29) of ERISA, except as set forth on Schedule 3.13 of the Disclosure Schedules: (a) the Loan Parties have, or the subject ERISA Affiliate has, paid and shall cause to be paid when due all amounts necessary to fund such plan(s) in accordance with its terms and Applicable Law, including without limitation Section 412 of the Code, other than such liabilities or Liens as would not be individually or in the aggregate Material. (b) except for normal premiums payable by the Loan Parties to the Pension Benefit Guaranty Corporation (“PBGC”), no Loan Party nor the subject ERISA Affiliate has taken and shall not take any action which could result in any liability to the PBGC, or any of its successors or assigns, (c) the The present value of all accrued benefits thereunder shall the aggregate benefit liabilities under each of the Plans (other than Multiemployer Plans) that is subject to Title IV of ERISA, determined as of the end of such Plan’s most recently ended plan year on the basis of the actuarial assumptions specified for funding purposes in such Plan’s most recent actuarial valuation report, did not at any time exceed the aggregate current value of the assets of such plan(s) Plan allocable to such accrued benefits, benefit liabilities by more than $1,000,000. The term “benefit liabilities” has the meaning specified in section 4001 of ERISA and the terms “current value” and “present value” have the meaning specified in section 3 of ERISA. (c) The Company and its ERISA Affiliates have not incurred withdrawal liabilities (and are not subject to contingent withdrawal liabilities) under section 4201 or 4204 of ERISA in respect of Multiemployer Plans that individually or in the aggregate are Material. (d) there have not been and there shall not be any transactions that reasonably could be The expected to result in the imposition of any tax or penalty under Section 4975 post retirement benefit obligation (determined as of the Code or under Section 502 last day of ERISA on any Loan Partythe Company’s most recently ended fiscal year in accordance with Financial Accounting Standards Board Statement No. 106, without regard to liabilities attributable to continuation coverage mandated by section 4980B of the Code) of the Company and its Subsidiaries is not Material. (e) there With respect to each employee benefit plan, if any, disclosed by you in writing to the Company in accordance with Section 6.2(c), neither the Company nor any “affiliate” of the Company (as defined in section V(c) of the QPAM Exemption) has not been and there shall not be at this time, nor has exercised at any termination time during the immediately preceding year, the authority to appoint or partial termination thereof terminate the “QPAM” (other than a partial termination resulting solely from a reduction as defined in Part V of the number of employees of a Loan Party or an ERISA Affiliate QPAM Exemption) disclosed by you to the Company pursuant to Section 6.2(c) as manager of any Loan Party, which reduction of the assets of any such plan or to negotiate the terms of any management agreement with such QPAM on behalf of any such plan. The Company is not anticipated a party in interest with respect to any employee benefit plan disclosed by any Loan Partyyou in accordance with Section 6.2(b), 6.2(d) or 6.2(f). The execution and there has delivery of this Agreement, the Other Agreements, the Original Subsidiary Guaranty Agreement and the issuance and sale of the Notes at the Closing hereunder will not been and there shall not be involve any “reportable event” prohibited transaction (as such term is defined in Section 4043(b) of ERISA) on or after the effective date of Section 4043(bsection 406(a) of ERISA with respect to any such plan(s) subject to Title IV of ERISA, (f) no “accumulated funding deficiency” (within the meaning of ERISA) has been or shall be incurred, (g) such plan(s) have been and shall be determined to be “qualified” within the meaning of Section 401(asection 4975(c)(1)(A)-(D) of the Code), and have been and shall be duly administered in compliance with ERISA and that could subject the Code, and (h) no Loan Party is aware Company or any holder of a Note to any fact, event, condition tax or cause which might adversely affect penalty on prohibited transactions imposed under said section 4975 of the qualified status thereof. As respects any “multiemployer plan” (as such term is defined in Section 3(37Code or by section 502(i) of ERISA) to which any Loan Party or any ERISA Affiliate thereof has heretofore been, . The representation by the Company in the preceding sentence is now, or may hereafter be required to make contributions, any Loan Party or such ERISA Affiliate has made in reliance upon and shall make all required contributions thereto, and there has not been and shall not be any “complete withdrawal” or “partial withdrawal” (as such terms are respectively defined in Sections 4203 and 4205 of ERISA) therefrom on the part of any Loan Party or such ERISA Affiliate. With respect to each scheme or arrangement mandated by a government other than the United States of America providing for post-employment benefits (each, a “Foreign Government Scheme or Arrangement”) and with respect to each employee benefit plan maintained or contributed to by any Loan Party or any Subsidiary of any Loan Party that is not subject to United States laws providing for post-employment benefits the accuracy of your representation in Section 6.2 as to the source of the funds used to pay the purchase price of the Notes to be purchased by you. (each, a “f) All Foreign Plan”): (i) all employer and employee contributions required by Applicable Law or by the terms of any Foreign Government Scheme or Arrangement or any Foreign Plan Plans have been madeestablished, oroperated, if applicable, accrued, in accordance with normal accounting practices; (ii) the liability of any Loan Party or any Subsidiary of a Loan Party with respect to a Foreign Plan or Foreign Government Scheme or Arrangement is reflected in accordance with normal accounting practices on the financial statements of such Loan Party or such Subsidiary, as the case may be; administered and (iii) each Foreign Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities and complies and has been operated in compliance with all Applicable Lawslaws, regulations and orders applicable thereto except for such instances of noncompliance as have not resulted in and could not reasonably be expected to result in a Material Adverse Effect. All premiums, contributions and any other amounts required by applicable Foreign Plan documents or applicable laws to be paid or accrued by the Company and its Subsidiaries, to the extent Material, have been paid or accrued as required.